IM - Thomas Cook - 2015 - Signed

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 Managements 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.
Page 1 of 96
ISSUERS 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.
ICRAs 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. ICRAs 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 ICRAs current opinion on the relative capability of the Issuer
concerned to timely service debts and obligations, with reference to the instrument rated. Please visit ICRAs
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.
Page 2 of 96
Information Memorandum Thomas Cook (India) Limited
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 MANAGEMENTS 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
Page 3 of 96
I. DISCLAIMERS
1. 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 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. Apart from this IM, 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. Accordingly, this IM has neither been delivered for registration nor is it intended to be
registered. 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. 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.
This IM has been prepared to provide general information about the Company and terms and conditions, including
the nature of the NCCRPS, to potential investors to whom it is addressed and who are willing and eligible to
subscribe to 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, 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 IM does not purport to contain all the
information that any potential investor may require. 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. Each investor contemplating the
subscription of any NCCRPS should make its own independent investigation of the financial condition and affairs of
the company, and its own appraisal of the creditworthiness of the company. Potential investors should consult their
own financial, legal, 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. 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, so that the sale does not constitute an offer for sale to the public within the meaning of the
Companies Act.
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, if given or made, such
information or representation must not be relied upon as having been authorized by the company.
The contents of this IM are intended to be used only by those investors to whom it is specifically been addressed. It is
not intended for distribution to any other person and should not be reproduced by the recipient.
The person to whom a copy of this IM is sent is alone entitled to apply for the NCCRPS. No invitation is being made
to any persons other than those to whom application forms along with this IM have been sent. Any application by a
person to whom the IM and/or the application form has not been sent by the company shall be rejected.
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.
Each person receiving this IM acknowledges that such person has been afforded an opportunity to:
A. Request and to review and has received all additional information considered by an investor to be necessary; and
B. Verify the accuracy of or to supplement the information herein; and
C. 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.
The IM is made available to investors on the strict understanding that it is confidential.
Page 4 of 96
The Company accepts no responsibility for statements made, 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, and that anyone
placing reliance on any other source of information, material or statement would be doing so at their/its own risk.
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, cleared or
approved by SEBI.
DISCLAIMER OF THE SECURITIES AND EXCHANGE BOARD OF INDIA
Pursuant to Rule 14 (3) of the Companies (Prospectus & Allotment of Securities) Rules, 2014, a copy of this
Information Memorandum shall be filed with the Registrar of Companies, Mumbai along with such fees as provided
in the Companies (Registration Offices and Fees) Rules, 2014, within a period of thirty days (30) of circulation of
this Information Memorandum. This Information Memorandum shall also be filed with SEBI as per extant
provisions. It is to be distinctly understood that this Information Memorandum should not, in any way, be deemed or
construed that the same has been cleared or vetted by SEBI. The NCCRPS have not been recommended or approved
by SEBI nor does SEBI guarantee the accuracy or adequacy of this Information Memorandum. It is to be distinctly
understood that this Information Memorandum should not, in any way, be deemed or construed that the same has
been cleared or vetted by SEBI. 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, or for the correctness of the statements made or
opinions expressed in this Information Memorandum. However, SEBI reserves the right to take up at any point of
time, with the Issuer, any irregularities or lapses in this Information Memorandum.
DISCLAIMER OF THE STOCK EXCHANGES
As required, 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. 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; nor does it in any manner
warrant, certify or endorse the correctness or completeness of any of the contents of this Information Memorandum;
nor does it warrant that this Issuers securities will be listed or continue to be listed on BSE/NSE; nor do they take
responsibility for the financial or other soundness of this Issuer, its management or any scheme or project of the
Issuer. Every person who desires to apply for or otherwise acquire any securities of this Issuer may do so pursuant to
independent inquiry, 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.
Page 5 of 96
II. DEFINITIONS/ ABBREVIATIONS/TERMS USED
Term Full Form / Meaning

Acknowledgement Slip Means the acknowledgment slip, the format of which is enclosed herewith
as Annexure 2 to be obtained by an applicant, duly stamped by the RTA
at the time of deposit of the Application Form.
Application Form The application form circulated along with this IM to be used for the
purposes of applying for the NCCRPS as Annexure 2.
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, 1956 or the Companies Act, 2013, as applicable, as
may be amended/ modified/ substituted from time to time
Companies Act, 1956 The Companies Act, 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, 2013 The Companies Act, 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.10/- each being issued by the Company in accordance with
Shares/NCCRPS this IM
CRR Capital Redemption Reserve
Cr/Cr./CR. 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, at its sole discretion, starting which all benefits under the NCCRPS
including dividend on the NCCRPS shall be deemed to be available to the
NCCRPS holder(s).
Depositories Act The Depositories Act, 1996, as amended from time to time
Designated Account Companys bank account for collecting the Application Money, having the
following details:
Beneficiary Name : Thomas Cook (India) Limited

Bank Name : Kotak Mahindra Bank Limited
Branch Name : Mittal Court, Nariman Point
Branch Code : 958
Account Title : Thomas Cook (India) LimitedNCCRPS 2015
Account No. : 2311685181
IFSC Code : KKBK0000958
Address of branch : II-5C, Mittal Court, 224, Nariman Point,
Mumbai 400021, Maharashtra
Page 6 of 96
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./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, specifically
addressed to such person, with a view to offering the NCCRPS for sale
(being offered on a private placement basis) under this IM.
Issue Issue by the Issuer of 12,50,00,000 NCCRPS, aggregating to INR
125,00,00,000
Information Memorandum/ IM/ Private Placement Offer Letter dated November 27, 2015 issued in
Private Placement Offer Letter conformity with Form PAS-4 prescribed under Section 42 of the
Companies Act, 2013 and Rule 14(1) of Companies (Prospectus and
Allotment of Securities) Rules, 2014 and Securities and Exchange Board
of India (Issue and Listing of Non Convertible Redeemable Preference
Shares) Regulations, 2013 issued vide Notification No. LAD-
NRO/GN/2013-14/11/6063 dated 12th June, 2013, as amended from time
to time, for issue of 12,50,00,000 listed NCCRPS with a face value of Rs.
10 each, aggregating to Rs. 125,00,00,000 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, 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, 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
III. ISSUER INFORMATION
Name of the Issuer : Thomas Cook (India) Limited
Registered Office & : Thomas Cook Building, Dr. D. N. Road,

Corporate Office Fort, Mumbai 400 001
Tel. No. : +91-22-6160 3333
Fax No. : +91-22-6609 1454
Website : www.thomascook.in
Email : sharedept@in.thomascook.com
Compliance Officer of : Mr. R. R. Kenkare

the Issuer President & Head Legal & Company Secretary
Thomas Cook Building, Dr. D. N. Road,
Fort, Mumbai 400 001
Tel : +91 6609 1413
Fax.: +91-22-2281 3432
E-mail: r.kenkare@in.thomascook.com
Chief Financial Officer : Mr. Debasis Nandy

of the Issuer Chief Financial Officer & President- Commercial
Thomas Cook Building, Dr. D. N. Road,
Fort, Mumbai 400 001
Tel : +91 6609 1004
Fax.: +91-22-2287 1069
E-mail: debasis.nandy@in.thomascook.com
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,
Tel : +91-22-6656 8484
Fax. : +91-22-6656 8494
E-mail: csg-unit@tsrdarashaw.com
Credit Rating Agency of the ICRA Limited

Issue : Registered office : Kailash Building, 11th Floor, 26,
Kasturba Gandhi Marg, New Delhi110001
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, Fort
Mumbai 400 001
Tel: +91 (22) 3984 1000 / 2265 1682
Fax: +91 (22) 2265 8245
Page 8 of 96
Issue Programme
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.
ISSUE OPENS ON NOVEMBER 30, 2015

ISSUE CLOSES ON NOVEMBER 30, 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, 2015 OR SUCH LATER DATE AS MAY BE

ALLOTMENT DECIDED BY THE COMPANY AT ITS SOLE DISCRETION,
FROM WHICH THE BENEFITS OF THE NCCRPS SHALL
ACCRUE TO THE INVESTORS.
Page 9 of 96
IV. DETAILS OF DIRECTORS OF THE ISSUER
1. CURRENT DIRECTORS OF THE ISSUER

Under our Articles of Association, we are required to have not less than three (3) directors and not more than fifteen
(15) directors.
The composition of the Board of Directors of the Issuer as on date of this Information Memorandum is as under:
Sr. Name, Age Residential Address Director of Other Directorships

No. Designation and (in years) the
DIN Company
since
1. Mr. Mahendra 192 Centrum Towers, 29th May 1. The Anglo Scottish
Kumar Sharma 68 Barkat Ali Road, Near 2009 Education Society
Non-Executive Wadala Flyover, 2. Asian Paints Limited
Chairman Wadala (East), 3. Wipro Limited
(Independent) Mumbai 400 037 4. Indian School of Business
DIN: 00327684 5. Blue Star Limited
6. East India Investment Co
Pvt. Ltd
7. Gwalior Webbing Co. Pvt.
Ltd.
8. Atria Convergence
Technologies Private
Limited
9. ICICI Bank Limited.
10. United Spirits Limited.
2. Mr. Madhavan Flat No.702, Supreme 1st May 2000 1. Travel Corporation (India)
Menon 60 Pearl, 17th Road, Khar Limited
Managing Director (West), 2. Cedar Management
DIN: 00008542 Mumbai 400 052 Consulting Private Limited
3. Thomas Cook (Mauritius)
Holding Co. Ltd.
Travel Ltd.
5. Thomas Cook Lanka
(Private) Limited
6. Quess Corp Limited
(Formerly Ikya Human
Capital Solutions Limited)
7. Sterling Holiday Resorts
Limited (Formerly known
as Thomas Cook Insurance
Services (India) Limited)
8. Horizon Travel Holdings
(Hong Kong) Private
Limited
(Singapore) Private
Limited
10. Luxe Asia (Private)
Limited
11. Kuoni Travel (China)
Limited
3. Mr. Chandran 177 McKee Avenue, 22nd Aug 1. ICICI Lombard General
Ratnaswami 66 Toronto, 2012 Insurance Company
Page 10 of 96

DIN Company
since
Non-Executive Ontario, M2N 4C6 Limited
Director Canada 2. Fairbridge Capital Private
DIN:00109215 Limited
3. IIFL Holdings Limited
4. National Collateral
Management Services
Limited
5. RIDLEY Inc, Canada
6. Zoomer Media Limited,
Canada
7. Cheran Enterprise Private
Limited.
8. First Capital Insurance
Limited
9. HWIC Asia Limited,
Mauritius
10. ORE Pvt. Ltd.
11. FAL Corporation
12. Thai Reinsurance Public
Company Limited
13. Fairfax Asia Ltd.
Corporation
14. Fairfax India Holding
Corporation
4. Mr. Harsha 2, Shree Sadan, 22nd Aug 1. Fairbridge Capital Private
Raghavan 44 4, M.L. Dahanukar 2012 Limited
Non-Executive Marg, 2. Thomas Cook (Mauritius)
Director Mumbai 400 026 Operations Co. Ltd
DIN:01761512 3. Thomas Cook (Mauritius)
Holidays Ltd
Travel Ltd
5. Quess Corp Limited
(Formerly Ikya Human
Capital Solutions Limited)
6. Nations Trust Bank PLC
7. Fairfax India Holdings
Corporation
8. Thomas Cook Lanka
(Private) Limited
Holding Company Limited
10. Sterling Holiday Resorts
Limited (Formerly known
as Thomas Cook Insurance
Services (India) Limited)
11. National Collateral
Management Services
Limited
(Hong Kong) Private
Limited
Page 11 of 96

DIN Company
since
(Singapore) Private Limited
14. Luxe Asia (Private) Limited
15. Kuoni Travel (China)
Limited
6. Mrs. Kishori 72 15 Sumit Apartments, 25th Jan 2013 1. Haldyn Glass Ltd
Udeshi 31, Carmichael Road, 2. HSBC Asset Management
Non-Executive Cumballa Hill, (India) Pvt. Ltd
Director Mumbai- 400 026 3. ION Exchange (India) Ltd
(Independent) 4. Shriram Transport Finance
DIN:01344073 Co. Ltd
5. Shriram Automall India
Limited
6. ELANTAS Beck India
Limited
7 Mr. Pravir 61 E602, Oberoi Splendor 10th April 1. Goldman Sachs Asset
Kumar Vohra Jogeshwari Vikhroli 2015 Management (India) Pvt.
Non-Executive Link Road Ltd.
Director Mumbai 400 060 2. Technology Artists Pvt. Ltd.
(Independent) 3. Quess Corp Limited
DIN:00082545 (Formerly known as Ikya
Human Capital Solutions
Limited)
4. Tech Advisory Board
Private Limited
5. Ingenium Advisory Pte.
Ltd, Singapore
None of the current directors of the Issuer appear in the RBIs defaulter list or the Export Credit Guarantee
Corporation of India Limited (ECGC)s defaulter list.
2. 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. Kishori Udeshi 01344073 25th January, 2013 - -
Non-Executive Director
(Independent)
Mr. Pravir Kumar 00082545 10th April, 2015 - -
Vohra
(Independent)
Mr. Uday Chander 00079129 29th October, 2012 1st September, 2015 Resignation
Khanna
(Independent)
Page 12 of 96
Mr. Hoshang S. 00005003 7th December, 31st December, 2012 Resignation

Billimoria 1983
Non Executive Director
(Independent)*
Mr. Anant Vishnu 00007232 21st January, 2006 31st December, 2012 Resignation
Rajwade
Non- Executive Director
(Independent)*
Mr. Ramesh Savoor 00149089 29th May, 2009 1st August, 2014 Resignation
Non-Executive
Independent Director*
Mr. Krishnan 00193357 29th May, 2009 5th August, 2014 Resignation
Ramachandran
Non-Executive
Independent Director*
* Designation indicated above is as on the date of resignation
3. BRIEF PROFILE OF THE DIRECTORS OF THE COMPANY
Name of the Profile

Director
Mr. Mahendra Mr. M. K. Sharma retired as the Vice-Chairman of Hindustan Lever Limited in May 2007. He holds
Kumar Sharma Bachelors Degree in Arts as well as Law. He joined Hindustan Lever Limited in 1974 as Legal Manager
(DIN: 00327684) and worked in various areas including taxation, shares and legal. He was inducted into the Board of
Hindustan Lever Limited in August 1995 and was the Vice Chairman from April 2000 till May 2007. Mr.
Sharma is also actively involved in various industry associations. He is a Member on the Board of
Governors of the Anglo Scottish Education Society.
Mr. Madhavan Mr. Madhavan Menon, (B.A. (Business), George Washington University, USA., MBA, Finance &
Menon International Business, George Washington University, USA), born on 12 February 1955, was appointed
(DIN: 00008542) as an Additional and Executive Director-Foreign Exchange for 3 years with effect from 1st May, 2000 ,
re-appointed for a further period of 3 years with effect from 1st May, 2003. He was appointed as the
Managing Director of Thomas Cook (India) Limited (TCIL) with effect from 27th April, 2006. He has a
total experience of over 33 years. His previous assignment prior to joining TCIL was as Chief Operations
& Administrative Officer of Birla Sunlife Asset Management Co. (AMC) Ltd, Citibank and ANZ
Grindlays Bank. His expertise spans over Banking, Finance and Travel-related Foreign Exchange
Management.
Mr. Chandran Mr. Chandran Ratnaswami is the Managing Director of Hamblin Watsa Investment Counsel Limited, a
Ratnaswami wholly owned investment management company of Fairfax Financial Holdings Limited. 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. Prior to joining Hamblin Watsa,
Mr. Ratnaswami was owner/president of an industrial distribution company and a senior executive at a
large multinational consumer packaged food company. At Hamblin Watsa, he is responsible for all
Fairfax and subsidiary investments in Asia. Mr. Ratnaswami holds a Bachelors degree in Civil
Engineering from I.I.T Madras, India and an MBA from the University of Toronto, Canada.
Mr. Harsha Mr. Harsha Raghavan holds MBA and MS in Industrial Engineering degrees, both from Stanford
Raghavan (DIN: University and a BA from UC Berkeley where he double majored in Computer Science & Economics. Mr.
01761512) Harsha Raghavan is the Managing Director & CEO of Fairbridge Capital Private Limited; a Mumbai
based wholly owned investment advisory company of Fairfax Financial Holdings Limited. Mr. Harsha
Raghavan has been involved with the Indian private equity industry since 1996 and previously held
leadership roles at Candover Investments, Goldman Sachs PIA and Indocean Chase Capital.
Mrs. Kishori Udeshi Mrs. Kishori Udeshi has an M.A. Degree in Economics from Bombay University. 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. She was the first Executive Director of the RBI to be nominated on the Board of State Bank of
India. As Deputy Governor, one of her portfolios was the regulation and supervision of the banking and
non-banking sector. She represented the RBI on the Core Principles Liaison Group and the Core
Principles Working Group on Capital, of the Basel Committee on Banking Supervision, set up by the
Bank for International Settlements, Switzerland. As Deputy Governor, she was on the Board of SEBI,
NABARD, Exim Bank and was the Chairperson of Bharatiya Reserve Bank Note Mudran (Pvt.) Ltd. In
2006, the RBI appointed her as Chairperson of The Banking Codes and Standards Board of India. She
Page 13 of 96
demitted this office in December 2011. She was a Member of the Financial Sector Legislative Reforms
Commission chaired by Justice SriKrishna, set up by the Government of India.
Mr. Pravir Kumar Mr. Pravir Kumar Vohra is a postgraduate in Economics from St. Stephens College, University of Delhi
Vohra and a Certified Associate of the Indian Institute of Bankers. 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. His last assignment, before he took
voluntary retirement in 1999 was as head of the Banks Forex Division at New Delhi. He served a brief
stint in the Corporate Banking group of Times Bank Ltd. before moving to the ICICI Bank Limited where
he headed the Technology function for many years. He was also additionally responsible for facilities
management, infrastructure and administration including the roll out of new branches and ATMs. Mr.
Vohra has served on numerous technology & functional committees set up by organizations such as the
CBDT, UIDAI, IBA and the RBI. He has also served as a nominee director on the boards of Loyalty
Solutions & Research Pvt. Ltd, ICICI Securities Ltd, First source Solutions Ltd. and as an independent
director on MCX India Ltd. Post his retirement as President & Group CTO of ICICI Bank Limited in
2012, Mr. Vohra is mentoring start-ups in the payments space and also serves on the Technology
Advisory Committees of organizations like the Bombay Stock Exchange, NCDEX, NPCI & Power
Exchange of India Ltd.
4. 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, December,
September 31, 2015 2013 2012
30, 2015
Mr. Mahendra Kumar Sharma NIL 1,415,696 1,500,000 1,484,508
Mr. Madhavan Menon 26,700,463 45,371,443 37,046,427 20,914,758
Mr. Ramesh Savoor* NIL 662,734 1,500,000 1,484,508
Mr. Krishnan Ramachandran* NIL 675,178 1,500,000 1,484,508
Mr. Uday Chander Khanna* NIL 1,415,696 1,500,000 259,586
Mr. Harsha Raghavan NIL NIL NIL NIL
Mr. Chandran Ratnaswami NIL NIL NIL NIL
Mrs. Kishori Udeshi NIL 1,415,696 1,500,000 NIL
Mr. Pravir Kumar Vora NIL NIL NIL NIL
Mr. Vinayak K. Purohit* NIL NIL NIL 17,455,087
Mr. Rakshit Desai* NIL NIL NIL 31,313,277
Mr. Hoshang Billimoria* NIL NIL NIL 1,484,508
Mr. Anant Vishnu Rajwade* NIL NIL NIL 1,484,508
*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.
5. DETAILS OF KEY MANAGERIAL PERSONNEL
Name Designation
Mr. Madhavan Menon Managing Director
Mr. R. R. Kenkare President and Head Legal & Company Secretary
Mr. Debasis Nandy Chief Financial Officer & President Commercial
Page 14 of 96
V. DETAILS OF STATUTORY AUDITORS OF THE ISSUER
1. 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.
Lovelock & Lewes 301056E 252, Veer Savarkar Marg Year 1997
Chartered Accountants Opposite Shivaji Park, Dadar (W)
Mumbai 400 028
Tel : + 91 22 6669 1094
E-mail: nagnath.v.pai@in.pwc.com
2. 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
VI. BRIEF SUMMARY OF BUSINESS/ ACTIVITIES OF THE ISSUER AND ITS LINES OF BUSINESS
1. OVERVIEW
The Company was incorporated on October 21, 1978 under the Companies Act, 1956. 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, Incentives, Conferences, Exhibitions)
Leisure Travel
E Business
Visa processing
Centre of Learning (COL)
A. OPERATIONS:
I. FOREIGN EXCHANGE
The Company is one of Indias largest foreign exchange dealers in both wholesale and retail segments of the
market. It is one of the few non-banking institutions to have been granted a Category II Authorised Dealers
license to deal in foreign exchange by the RBI. As an Authorised Dealer in foreign exchange, the Company
provides foreign exchange and payment solutions to other Authorised Dealers, Full Fledged Money
Changers (FFMCs), Restricted Money Changers (RMCs), leisure and business travelers, students going
abroad for higher studies, people traveling for employment, medical treatment, emigration, etc. The merger
of LKP Forex Ltd. with the Company gave it an opportunity to grow its business with expanded product
portfolio through enhanced network. Over the years, 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 Dealers license (Category II) by the RBI to deal in foreign
exchange through its designated branches. Under this license, the Company has been, inter-alia, granted
permission to undertake following activities:
1. Retail purchases/sales of foreign currencies and travelers cheques

2. Bulk purchases/sales of foreign currencies from/to authorized dealers, money changers, etc.
3. Release / remittance of foreign exchange for following activities:
a. Private Visits
b. Remittance by tour operators/travel agents to overseas agents/principals/hotels
c. Business Travel
d. Fee for participation in global conferences and specialized training
e. Payment of crew wages
f. Film Shooting
g. Medical Treatment abroad
h. Overseas Education
i. Remittance under educational tie up arrangements with universities abroad
j. Maintenance of close relatives abroad
k. Stall rentals and participation fees in connection with participation in overseas exhibitions
/fairs
4. Import and export of foreign currency and export of encashed Travelers Cheques
5. Maintenance of foreign currency accounts with banks abroad and undertaking forex cover
operations in India and abroad.
Page 16 of 96
The activities permitted by the RBI are carried out only at the specific locations permitted by the RBI. As an
Authorized Dealer, the Company is a member of the Foreign Exchange Dealers Association of India.
The Companys Forex business can be classified into two segments Retail and Bulk (Wholesale) business.
Retail business relates to providing foreign exchange services to travelers visiting India or going out of
India. Bulk business comprises providing currency buying and selling services to institutions like banks,
FFMCs, RMCs, etc. 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 earns its revenue from the spread between the buy and sell rate for forex and commissions for
its services.
The Company provides foreign exchange and payment solutions for:
Individual travelers
Foreign exchange for leisure outbound travelers

Foreign Exchange for migration, employment, medical treatment
Remittances for students studying abroad, gift remittances, etc.
Encashment services & inward remittances for inbound tourists visiting India, 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, Non Bank Retailers and Money
Changers.
The Companys business model revolves around leveraging its position as an Authorized Dealer with
systems, ability and experience of handling large volumes of forex transactions for both wholesale and retail
customers in a highly cost-efficient manner.
Products and Services
As an Authorised Dealer, the Companys services include wholesale and retail purchase and sale of currency
notes, Purchase and Sale of Traveler Cheques (TC), pre paid international cards, inbound and outbound
remittances and Money Transfers (MT). 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- 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
II. CORPORATE TRAVEL MANAGEMENT
Corporate travel management forms a large share of the overall travel business of the Company. The
Company manages the travel budgets of several large national and multinational companies, Indian corporate
houses, home grown businesses and SMEs. Companys large scale of operations enables it to effectively
manage travel budgets of several Multi National Companies, blue-chip companies and multinational banks to
their advantage.
Under Corporate Travel Management, the Company takes care of the air ticketing requirement of the client.
Companys branches specialize in offering tailor-made Travel solutions for each corporate, thereby bringing
savings on the spend. Based on requirements and volumes of business, corporates are serviced either by
having a dedicated relationship team which visits the clients office regularly or having a dedicated & expert
travel consultant with Centralized Reservation System located at the clients site as an implant. 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.
III. MICE (MEETINGS, INCENTIVES, CONFERENCES & EVENTS)
MICE is a One Stop Shop for all travel needs of the corporate customer i.e. air tickets, accommodation, event
management, forex, visas, travel insurance, etc. The MICE division of the Company serves a diverse range of
clientele, covering corporate dealers, distributors and more. The highly professional and experienced MICE
team offers 360 degree solutions to large and small groups including in-house event management
capabilities.
IV. LEISURE TRAVEL
Under the Leisure Travel segment, the Company offers a wide range of services directly as well as through
subsidiaries which include:
1. Leisure Travel - Outbound

2. Leisure Travel - Inbound
3. Domestic Travel
1. Leisure Travel Outbound: Outbound tourist refers to Indian Nationals travelling out of India. The
Leisure Travel- Outbound segment is one of the largest components of Companys 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 Companys
product portfolio includes short break getaways, family sightseeing tours, adventure and life-style
holidays, eco-friendly and wildlife packages, culture-cuisine experiences, romantic honeymoons,
cruises and more. Some new initiatives that were undertaken recently are:
A. Holiday Savings Account: The Company realized that a large portion of the middle class couldnt
afford to go on International packages which needed a significant amount to be paid at one go. At
the same time, the aspirations of this group are quite high when it comes to holidaying or travelling
abroad. Its also well known that Indians love to save. Marrying these three insights, the Company
created an innovative product called the Thomas Cook Holiday Savings Account (HSA) that
offers customers the opportunity to afford a better holiday.
B. Travel Quest: To access the growing student study tour segment opportunity, the Company created
Indias first nation-wide Inter-School Travel Quiz which reached out to 1,100 schools across 16
cities. The quiz was curated by Giri Pickbrain, Indias leading quizmaster and organized by
Greycaps- Asias largest Quizzing organization. The event was supported by Tourism Boards of
Switzerland, Singapore & Picardy (France).
2. Leisure Travel Inbound: Inbound tourist refers to tourists/ travelers coming to India. The Leisure
Travel- Inbound segment helps promoting India as an exotic and attractive tourist destination. The
Inbound business helps visitors explore and enjoy the vast diversity and beauty that India has to offer.
Page 18 of 96
The Company provides customized guided tours, hotel packages, weekend and city breaks, adventure
holidays, wildlife safaris, spa and wellness holidays and spiritual sojourns.
3. Domestic Travel: Domestic Travel refers to Indian Nationals (Tourists, Business Travellers, Students,
and Leisure Travelers) travelling within India. The Leisure Travel- Domestic team offers more than 200
products to suit the discerning Indian travellers tastes and preferences.
V. 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. 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.
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. These services are provided by TC Visa Services
(India) limited a step down subsidiary of Thomas Cook (India) Limited.
VII. 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. To achieve its purpose, the Centre of Learning has tied up with various industry leaders
who act as its knowledge partners such as Marriott Hotel, Royal Caribbean, Avis, etc. to impart training to
the students. 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, Czech Tourism Board, Canada Tourism
Commission and Egypt Tourism Office among others.
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.
B. COMPANYS NETWORK
The Company (excluding offices of Quess Corp Limited, Sterling Holidays Resorts Limited, 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), spread over 94 cities across India,
Mauritius and Sri Lanka and is supported by strong partner network of 112 preferred sales agents (PSAs) and
115 Gold Circle Partners. It has a global presence with its operations in 9 countries besides India through its
subsidiaries, branch offices and representative offices. Its global reach and passion for travel uniquely
position it to offer multiple travel choices and value for products.
Page 19 of 96
2. AWARDS AND RECOGNITIONS
Favourite Outbound Tour Operator " award at the Outlook Traveller Awards 2015
CNBC AWAAZ travel awards- Best Tour Operator - Outbound in India 2015, 2014, 2013 & Best
Company providing Foreign Exchange in 2015 & 2014
Diamond Award for Exemplary Achievements in Visa Issuance at the French Ambassadors Travel
Awards Ceremony 2015
Gold Award at PATA Gold Awards 2015 for Thomas Cook Indias Travel Quest
India's Leading Tour Operator for the year 2014, 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 Cond Nast Traveller Readers' Travel Awards for five consecutive
years from 2011 to 2015
Recognized as a Consumer Super-brand in 2013-14 & 2012-2013.
Best Corporate Travel Management Company by World Travel Brands 2012
3 prestigious awards at the National Tourism Awards 2012-13
Thomas Cook Indias Centre of Learning has received IATA accreditation as Top 10 South Asia IATA
Authorized Training Centers 2015, 2013 & 2012.
Page 20 of 96
3. MANAGEMENTS PERCEPTION OF RISK FACTORS:
The Issuer believes that the following factors may affect its ability to fulfil its obligations under the Preference
Shares. These risks may include, among others, business aspects, equity market, interest rate, market volatility and
economic, political and regulatory risks and any combination of these and other risks. Prospective investors should
carefully consider all the information in this Information Memorandum, including the risks and uncertainties
described below, before making an investment in the NCCRPS. 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.
Risks related to the Issue:
An investment in NCCRPS involves risks. These risks may include, among others, market volatility and economic,
political and regulatory risks and any combination of these and other risks. Some of these are briefly discussed
below. Potential Investors and subsequent purchasers of the NCCRPS should be experienced with respect to
transactions in instruments such as the NCCRPS. 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, with their legal, tax, accounting and other advisers, of (a) the suitability of an
investment in the NCCRPS in the light of their own particular financial, tax and other circumstances and (b) the
information set out in this Information Memorandum.
The NCCRPS may decline in value and marketability and Investors should note that, whatever their investment in
the NCCRPS, the cash amount due at maturity will be equivalent to the face value of the NCCRPS. 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. In addition, more than one risk factor may have a compounding effect which may not be
predictable. No assurance can be given as to the effect that any combination of risk factors may have on the value of
the NCCRPS.
1. Restrictions on payment of dividend and redemption
As per the provisions of the Companies Act, 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, 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, as laid down by the Companies Act, 2013. Further, where the profits (including accumulated
profits standing in the profit or loss account) are inadequate or absent for any year, then the dividends can be paid out
of free reserves, in accordance with the provisions of the Companies Act, 2013 and the Companies (Declaration and
Payment of Dividend) Rules, 2014 as made thereunder. Redemption of the NCCRPS can only be made out of the
profits of the Company or fresh issue of shares. In case the Company does not have adequate profits, the Company
will not be able to pay the dividends on the NCCRPS. Further, in case the Company does not have adequate profits
or the Company is unable to raise money by fresh issue of shares, the Company may be unable to redeem the
NCCRPS.
2. 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. Payment and/or delivery of any
amount due in respect of the NCCRPS will be conditional upon the payment of all applicable taxes, duties and/or
expenses.
Potential Investors who are in any doubt as to their tax position should consult their own independent tax advisers. In
addition, potential Investors should be aware that tax regulations and their application by the relevant taxation
authorities change from time to time. Accordingly, it is not possible to predict the precise tax treatment which will
apply at any given time.
Page 21 of 96
3. 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. If so specified in this
Information Memorandum, application has been made to list or quote or admit to trading the NCCRPS on the stock
exchange or quotation system(s) specified. If the NCCRPS are so listed or quoted or admitted to trading, no
assurance is given that any such listing or quotation or admission to trading will be maintained. 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. The listing of the NCCRPS is subject to receipt of the final listing
and trading approval from the Stock Exchanges. Further, the category of persons who can invest has been restricted
only to entities belonging to the promoter group. Hence, these NCCRPS would also not be freely transferable,
leading to them being illiquid.
4. 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. 125 Crores (Rupees One Hundred Twenty Five Crores only) for
this issue. The Issuer cannot guarantee that this rating will not be downgraded. Such a downgrade in the credit rating
may lower the value of the NCCRPS.
5. Future legal and regulatory obstructions
Future government policies and changes in laws and regulations in India and comments, statements or policy changes
by any regulator, including but not limited to the SEBI or the RBI, may adversely affect the NCCRPS. The timing
and content of any new law or regulation is not within the Issuers control and such new law, regulation, comment,
statement or policy change could have an adverse effect on market for and the price of the NCCRPS. Further, any
regulatory authorities may require clarifications on this Information Memorandum, which may cause a delay in the
issuance of NCCRPS or may result in the NCCRPS being materially affected or even rejected.
6. Political instability or changes in the government could delay further liberalization of the Indian economy and
adversely affect economic conditions in India generally.
Since 1991, successive Indian governments have pursued policies of economic liberalization. The role of the Central
and State Governments in the Indian economy as producers, consumers and regulators has remained significant. If
there was to be any slowdown in the economic policies or a reversal of steps already taken, 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.
Risks related to the Companys Business:
1. The Company does not own the trademark Thomas Cook and the Company has entered into a brand
license agreement dated August 14, 2012, with Thomas Cook UK Limited and Thomas Cook Indian IP
Limited for use of, amongst other things, the trademark Thomas Cook.
2. 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 companys business, results of operations and financial conditions.
3. The Companys business operations are spread across geographies, which exposes it to several risks many
of which are beyond its control.
4. Any occurrence of an epidemic in the countries where the Company operates tours may have an adverse
effect on the operations of the Companys business, results of operations and financial condition.
5. Natural disasters could have a negative impact on the Indian economy and damage the Companys facilities.
6. There are operational risks associated with the travel and tourism industry including increases in operating
expenses, such as salaries and staff costs, insurance and taxes, increases in hotel room rates and air fares,
Page 22 of 96
transportation and fuel costs for sustained periods, which may have an adverse impact on the companys
business, results of operations and financial condition.
7. The company is largely dependent on its service providers i.e., airlines, hotels etc., both in India and abroad.
Any failure on their part to honour commitments could have a material adverse effect on the companys
business, results of operations and financial condition.
8. Increasing penetration of the internet and online payment solutions, has led to disintermediation. This
disintermediation may impact the companys business model of providing ticketing solutions and also its
travel and tour packages, which may have a material adverse effect on the business, results of operations
and financial condition.
9. Any technical failure or unavailability of continuous access to the internet may disrupt the Companys
foreign exchange business operations which may have a material adverse effect on the business, results of
operations and financial condition.
10. The Company enters into a large number of agreements with travel agencies, hotels and airlines in its
ordinary course of business. These agreements are typically short term agreements and are subject to
renewal. Any inability to renew these agreements on favourable terms or at all could have a material adverse
effect on the Companys business, results of operations and financial condition.
11. The Company enters into agreements with service providers or agents for its businesses, if these agreements
are not renewed on favourable terms or not renewed at all, then it may affect the Companys business.
12. Though the Company hedges its foreign currency exposure, as a part of its wholesale forex business and
travel and travel related services, it is subject to risks related to fluctuations in foreign exchange rates.
13. The Company faces stiff competition from other players operating in this sector and also from the un-
organised sectors.
14. Some segments of the Companys business, for example leisure, are seasonal in nature. 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, results of operations and financial
condition.
15. The Companys risk management policies, internal controls and procedures may leave it exposed to
unidentified risks or unanticipated levels of risk.
16. The Company continues to face claims / liabilities / suits from its customers, 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.
17. Fraud and significant security breaches in the Companys computer system and network infrastructure could
adversely impact its business, results of operations and financial conditions.
18. 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, results of operations and financial
condition.
19. Terrorist attacks, civil unrest and other acts of violence or war involving India and other countries could
adversely affect the Company's business. In addition, adverse social, economic and political events in India
could have a negative impact on the Company.
20. The control of the Company has undergone several changes since its inception, including three changes in
control within the last ten years. While the Company is currently controlled and promoted by Fairbridge,
there can be no assurance that such changes in control would not occur going forward. Furthermore, such
changes in control may have an adverse effect on its business, results of operations and financial condition.
Page 23 of 96
4. CORPORATE STRUCTURE
Set forth below is a diagram of our corporate structure:
Thomas Cook (India) Ltd. Shareholding Structure

(as on 30-September 2015)
Priva te company
Fairbridge Capital (Mauritius) Ltd., Mauritius
67.87%
Listed company
100%
Sterling Holiday Resorts Ltd

Thomas Cook (Mauritius) ea rlier Thomas Cook TC Tours Ltd., Thomas Cook
Travel Corporation Indian Horizon
Holding Co. Ltd., (India) 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)
76.5% Operations Co. Ltd Ltd. Priva te Limited Ltd. Ltd.
Jardin Travel Borderless Travel Thomas Cook (Ma uritius) Luxe Asia Pvt Ltd.
Quess Corp Limited Travel Ltd. TC Visa Services (India) (refer detailed
Solutions Ltd. Services Ltd,
(Formerly IKYA Human Capita l Ltd. Annexure 2)
Solutions Limited),
(refer detailed annexure 1)
Thomas Cook (India) Limited is listed Company on BSE & NSE
Page 24 of 96
ANNEXURE 1
Quess Corp Limited

(Formerly IKYA Human Capital
Solutions Limited)
Magna IKYA Aravon Quesscorp holding

Quess Corp Coachieve MFX Infotech Pvt
Infotech, Inc. IKYA Services Pvt pte . ltd.
(USA)Inc. Solutions Pvt Ltd. Ltd.
(Philippines) Business Ltd. ( Singapore)
Services Pvt
Ltd.(Srilanka)
Brainhunter MFXchange Brainhunter

Systems Ltd. Holdings Inc. SDN.BHD.
(Canada) (Malaysia)
MFXchange (Ireland) Ltd

Mindwire Systems
under Liqudation
Ltd.
Brainhunter MFX Roanoke, Inc.

Companies, LLC MFXchange US (USA)
Inc.
Brainhunter
Companies
Canada, Inc.
Annexure 2
Luxe Asia Pvt .

Ltd
Globa l Travel Asia (Pvt) Asia Globa l Travel

Ltd Limited
Page 25 of 96
5. DETAILS OF SUBSIDIARY COMPANIES/ ASSOCIATE COMPANIES/ JOINT VENTURES OF

THE ISSUER AS ON 30TH SEPTEMBER, 2015
Sr. Company Nature of Business No. of

No Branches
1. Thomas Cook (Mauritius) Holding Co. Ltd Holding Investments in Subsidiary companies Nil
2. Thomas Cook (Mauritius) Operations Co. Foreign Exchange Dealer 14
Ltd.
3. Thomas Cook (Mauritius) Holidays Ltd. Tour Operator and Travel Agent Nil
4. Thomas Cook (Mauritius) Travel Ltd. General Sales Agent Nil
5. Travel Corporation (India) Limited Inward foreign tourist activity, tourist agents 24
and contractors
6. Horizon Travel Holdings (Singapore) Holding Investments in Subsidiary companies Nil
Private Limited
7. Horizon Travel Holdings (Hong Kong) Holding Investments in Subsidiary companies Nil
Private Limited
8. 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, Visa, emigration/
immigration clearance(s), immigration
assistance, work permits, visa extension etc
9. Sterling Holidays Resorts Ltd. (Formerly To carry on the trade or business of general 17
Thomas Cook Insurance Services (India) travel passenger, tourist and transport Agent
Limited) and contractors, organisers of all kind of
travels. To construct, develop and carry on the
business of Hotels, and Holiday Resorts, Guest
houses, Motels, Highway camps. To Act as
Tour operators.
10. Sterling Holidays (Ooty) Ltd. To maintain Holiday resort at Ooty. To acquire Nil
property Timeshares in Holiday resorts. To
develop holiday Resorts. To carry on the
business of hotels and restaurants.
11. Sterling Holidays (Kodaikanal) Ltd. To maintain Holiday resort at Kodaikanal. To Nil
acquire property Timeshares in Holiday resorts.
To develop holiday Resorts. To carry on the
business of hotels and restaurants.
12. Thomas Cook Tours Ltd. Business of general travel passenger, tourist and Nil
transport agents and contractors etc
13. Indian Horizon Marketing Services Ltd Business of general travel passenger, tourist and Nil
transport agents and contractors, advertising,
publicity, printing, effects, artwork etc
14. Thomas Cook Lanka (Pvt) Ltd Foreign Exchange Dealers 4
15. Luxe Asia Private Ltd Destination Travel Management Nil
16. Global Travel Asia (Pvt) Ltd Destination Travel Management Nil
17. Asia Global Travel Ltd Destination Travel Management Nil
18. Jardin Travel Solutions Ltd. Travel and Travel Related Services Nil
19. Borderless Travel Services Ltd. Travel and Travel Related Services Nil
20. Quess Corp Ltd. (Formerly IKYA Human Global Technology Solutions. Industrial Asset 36
Capital Solutions Ltd) Management. Integrated Facility Management.
People Services & Logistics Growth Businesses
Group.
21. Quess Corp (USA) Inc. Quess Corp (USA) Inc. deals with business of Nil
offering IT solutions under one roof to its
clients in the USA
22. Brainhunter Systems Ltd. Professional IT resources, staffing, recruitment, 2
Page 26 of 96
payroll management, software and solutions

across Canada and the United States.
23. Mindwire Systems Ltd. Effective recruitment, screening, qualification, Nil
and management of independent consultants in
response to our clients resource requirements.
24. Brainhunter Companies, LLC Headquarters in New Jersey, serving clients Nil
across the United States.
25. Brainhunter Companies Canada, Inc. Recruitment and staffing services. Nil
26. MFXchange Holdings Inc. (Canada) Provides infrastructure and data center, cloud 1
computing, and insurance technology services
to support businesses in various industries.
27. MFXchange (Ireland) Ltd. (Under Financial intermediation Nil
Liquidation)
28. MFXchange US Inc. Credit and Other Financial Insurance Nil
29. MFX Roanoke, Inc. (USA) Tax Return Preparation and Filing Nil
30. Coachieve Solutions Pvt. Ltd. Statutory Compliance Management. Payroll 2

Management. Employee Background
Verification
31. Magna IKYA Infotech, Inc. (Philippines) To carry on or undertake activities related to 1
Computer Software
32. MFX Infotech Pvt. Ltd. MFX is a global insurance systems integrator 2
with P&C-specialized experience integrating
processing applications, enterprise networks,
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 datacenter and infrastructure
services including private cloud offerings,
across all industries
33. IKYA Business Services Pvt. Ltd (Sri Services relating to Staffing and recruitment of 1
Lanka) human resources and executive searches.
34. Aravon Services Pvt. Ltd. Healthcare Support Services Food Services 2
Guest House & Hospitality Management
Services. Integrated Facility Management (B&I
and Manufacturing)
35. Quesscorp Holding Pte. Ltd. (Singapore) Investment, acquisition & related activities. 1
36. Brainhunter SDN. BHD. (Malaysia) Services and consultancy in information 2

technology solutions, software development.
Page 27 of 96
6. KEY OPERATIONAL & FINANCIAL PARAMETERS OF THE ISSUER FOR THE LATEST HALF
YEAR AND LAST 3 AUDITED PERIODS / YEARS (CONSOLIDATED)
(Rs in crore)
Sr. Parameters UPTO 2015 ** CY 2013 CY 2012

No. LATEST
HALF YEAR
ENDED 30TH
SEPT 2015
1 Net worth* 1,382.16 1,333.51 688.81 438.42
2 Total Debt 490.45 375.66 181.25 187.29
of which:
a. Non Current Maturities of Long 185.05 101.58 104.67 2.49
Term Borrowing (#1)
b. Short Term Borrowings 301.24 269.92 75.58 183.77
c. Current Maturities of Long Term 4.16 4.16 1.0 1.03
Borrowing (#1)
3 Net Fixed Assets (#2) 1,361.52 1,296.96 479.78 247.08
4 Non Current Assets(#3) 235.06 217.71 122.31 69.68
5 Cash and Cash Equivalents 233.28 236.96 147.89 206.72
6 Current Investments 421.97 339.47 208.00 109.66
7 Current Assets (#4) 1,438.33 1,271.79 712.93 528.86
8 Current Liabilities (#5) 1092.49 850.75 582.62 299.84
9 Total Revenue 1,916.7 3,286.32 1,295.95 440.51
10 Earnings Before Interest, Taxes, 158.05 283.63 153.49 122.27
Depreciation and Amortization
(EBITDA)
11 Earnings Before Interest and 130.9 242.20 135.94 108.09
Taxation (EBIT)
12 Interest & Finance expenses 34.70 71.21 33.68 31.01
13. Profit Before Tax 96.21 170.99 102.26 77.08
14. Income Taxes (36.01) (58.65) (33.53) (26.65)
15. Profit After Tax and before Minority 60.20 112.34 68.72 50.44
Interest
16. Minority Interest (7.83) (22.19) (6.50) Nil
17 Profit After Tax and Minority Interest 52.38 90.15 62.22 50.44
18 Proposed Dividends (#8) - 13.64 9.29 7.99
19 Current Ratio (times) (#6) 1.70 1.89 1.58 2.13
20 Interest Coverage Ratio (times) (#7) 5.54 4.40 4.80 4.30
21 Gross Debt/Equity Ratio (times) 0.35 0.28 0.26 0.43
Notes:
#1 Current and Non- 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.
#2 Net Fixed Assets also include Capital Work-in-Progress, Intangible Assets Under Development and
Goodwill on consolidation.
#3 Non- current assets include Non current investments, Deferred Tax Assets (Net), Long Term Loans &
Page 28 of 96
Advances and Other Non Current Assets and exclude net fixed assets as mentioned separately.
#4 Current assets do not include current investments as mentioned separately.
#5 Current Liabilities do not include Short Term Borrowings and current maturities of Long term borrowings as
mentioned separately.
#6 Current Investments are considered as part of Current Assets for the purpose of calculating Current ratio.
#7 For calculating Interest coverage ratio, only Interest expense is considered out of Interest & Finance
expenses (Cash Profit After Tax + Interest Paid)/ Interest Paid.
#8 The Board of Directors have recommended a dividend of Rs. 0.50 per equity share, the same has been
approved by the shareholders at the Annual General Meeting held on 27th August, 2015.
Since the long term debts (except Finance Lease) are payable beyond a period of 1 year from the date of last
audited results, the debt service coverage ratio has not been provided.
* Net worth= Share Capital + Reserves & Surplus (Including debenture redemption reserve)
** During the period, the Company has changed its financial year from December 31 to March 31.
Accordingly, the figures for the current period are for the fifteen month period from January 1, 2014 to
March 31, 2015 and are therefore not comparable with those of the previous years. Similarly consolidated
audited financial statements for the period ended 31st March , 2015 include the consolidated audited
financial statements of Sterling Holiday Resorts (India) Limited for the period September 3 , 2014 to March
31, 2015. In the previous year the consolidated audited financial statements for the year ended 31st
December, 2013 included the consolidated audited financial statements of Quess Corp Limited
(Formerly IKYA Human Capital Solutions Limited ) for the period May 14, 2013 to December 31, 2013 &
consequently consolidated audited financial statements for the period ended March 31, 2015 are not
comparable with previous year .
Numbers have been rounded off to the nearest 2 (Two) decimals.
7. GROSS DEBT EQUITY RATIO OF THE ISSUER PRIOR TO AND AFTER THE ISSUE
(STANDALONE)
Particulars Prior to Issue (as on 30th September, After the Issue

2015)
Debt Equity Ratio* 0.17 0.16**
* The Debt equity ratio prior to the issuance of NCCRPS is 0.17 based on debt of Rs. 206.58 crore (as at Sept 30th,
2015) and equity of Rs. 1,190.83 crore (as at Sept 30th, 2015). The debt equity ratio after the issuance of the
NCCRPS would be approx 0.16 based on estimated debt of Rs. 206.58 crore and equity of Rs. 1,315.83 crore.
**RPS being issued by the Company have been considered as part of Equity for the purpose of Debt Equity ratio
calculation.
8. PROJECT COST AND MEANS OF FINANCING, IN CASE OF FUNDING OF NEW PROJECTS
Not Applicable
Page 29 of 96
VII. BRIEF HISTORY OF THE ISSUER SINCE INCORPORATION, DETAILS OF ACTIVITIES

INCLUDING ANY REORGANIZATION, RECONSTRUCTION OR AMALGAMATION, CHANGES IN
CAPITAL STRUCTURE (AUTHORIZED, ISSUED AND SUBSCRIBED) AND BORROWINGS
1. BRIEF HISTORY OF THE ISSUER
The Company was originally incorporated as Thomas Cook (India) Private Limited on October 21, 1978 under the
Companies Act, 1956. The name of the Company was changed to Thomas Cook (India) Limited pursuant to the
provisions of section 23 of the Companies Act, 1956 and special resolution passed by the members at the extra-
ordinary general meeting held on March 07, 1979 and received a fresh Certificate of Incorporation on March 12,
1979. The Registered Office and the Corporate Office of the Company is situated at Thomas Cook Building, Dr. D.
N. Road, Fort, Mumbai 400 001.
The Company was originally promoted by Thomas Cook Group Limited, the history of which can be traced back to
its founder Mr. Thomas Cook. He commenced business in the United Kingdom in 1841 which included organizing
group tours called Cooks Tours. Thomas Cook Group Limited was a wholly owned subsidiary of Midland Bank
Limited, a British Bank.
In accordance with the permission granted by the RBI, Thomas Cook Overseas Limited (TCOL), England transferred
its business in India to the Company as a going concern with effect from November 01, 1978.
The Company had made a public issue of 6,99,993 equity shares of Rs.10/- each at par vide prospectus dated
November 20, 1982, out of which 2,79,993 equity shares of Rs.10/- each were allotted to TCOL, England at par for
consideration other than cash, 1,05,000 equity shares of Rs.10/- each were reserved for allotment to State Bank of
India at par, 35,000 equity shares of Rs.10/- each were reserved for allotment to working Directors / Employees of
the Company at par and the balance 2,80,000 equity shares of Rs.10/- each were offered to public for subscription at
par.
Thomas Cook UK Limited (TCUK) was the erstwhile owner of TCOL, its then 100% subsidiary and through TCOL
held 60% of the issued equity share capital of the Company. On December 5, 2000, Condor & Neckermann Touristic
AG now known as Thomas Cook AG (TCAG), through its wholly owned subsidiary, Eurocenter Beteiligungs-und
Reisevermittlung GmbH (Eurocenter) entered into an agreement with Carlson Companies Inc., USA to acquire a
100% stake in Thomas Cook Holdings Limited (TCH) now known as TCUK. On March 29, 2001, TCH became a
wholly owned subsidiary of Eurocenter and consequently, TCIL became a step-down subsidiary of Thomas Cook
AG. SEBI had given a conditional exemption from the requirement to make an open offer. Since the special
resolution was defeated at the shareholders meeting, the open offer had to be made. The open offer opened on
October 16, 2001 and closed on November 14, 2001.
The shareholding of TCH was transferred to TCIM Limited (TCIM) (at that time, a wholly owned subsidiary of
Thomas Cook AG (TCAG) with effect from December 19, 2005. This transaction was exempted from the
requirement of an open offer vide SEBI order WTMO/ 18 /CFD/ 12 /2005 dated December 19, 2005. On December
21, 2005, Dubai Financial L.L.C. (DFL) agreed to acquire 100% of TCIM and accordingly DFL, pursuant to an open
offer made on December 23, 2005 under SEBI Takeover Regulations acquired controlling interest of TCIL.
TCIL, in December 2006, acquired the entire shareholding of Travel Corporation (India) Limited (TCI), which was,
inter alia, in the business of travel management and tour and leisure services both inbound and outbound, in an all
cash deal. The said acquisition has enhanced Company's market share, provided synergistic benefits, enhanced
buying power, extended product portfolio and offered better customer service. Post-acquisition, TCI has become a
Wholly Owned Subsidiary of the Company.
Pursuant to a Share Sale and Purchase Agreement dated December 30, 2006 executed by and between TCIL,
AllCargo Global Logistics Limited (ACGL) and Hindustan Cargo Limited (HCL), the Company divested 100% stake
in HCL being 2,50,000 equity shares of Rs. 10/- each at a price of Rs. 350.40 each in favour of ACGL in an all cash
deal worth Rs. 876 lacs.
In February 2007, LKP Forex Limited, one of India's leading Foreign Exchange houses amalgamated into the
Company in a share swap deal, pursuant to the Bombay High Court Order dated January 12, 2007. The scheme of
Page 30 of 96
amalgamation, though operative from the appointed date (April 01, 2006) became effective from the effective date
(February 01, 2007).
The existing Equity Shares of the face value of Rs 10/- each in the Authorised Share Capital of the Company were
sub divided into 10 Equity Shares of the face value of Re 1/- each with effect from May 21, 2007.
TCUK by way of a Share Purchase Agreement (SPA) with DFL dated March 7, 2008, purchased for cash 100% of
the fully paid-up equity share capital of TCIM and acquired indirect control in the Company, subject to the
fulfilment, inter alia, of certain conditions in the SPA. Subsequently, TCUK made an open offer on March 08, 2008
under SEBI Takeover Regulations and acquired 3,06,71,365 equity shares representing 19.14% of the then
outstanding equity share capital of the Company.
The Company came out with a Rights issue of 56,278,554 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, 2008. Pursuant to this, the Company at its Committee meeting held on 21st January,2009
allotted 50,650,699 fully paid up Equity Shares of Re.1/- each for cash at a price of Rs. 35.50 (including a share
premium of Rs. 34.50) per equity share aggregating to Rs. 1,798,099,815.
In August 2012, Thomas Cook UK Ltd. sold off its 76.69% stake (held directly and through TCIM Ltd.) in Thomas
Cook (India) Ltd. (TCIL) to Fairbridge Capital (Mauritius) Limited (FCML). Subsequently, FCML had made an
open offer to the non-promoters and increased its stake to 87.10% in TCIL.
In compliance with the Rule 19(2)(b) and 19A of the Securities Contracts (Regulation) Rules, 1957 (SCRR), the
Company allotted on 7th May, 2013, 34,379,606 Equity Shares aggregating to 13.89% of the equity share capital of
the Company by way of Institutional Placement Programme (IPP) to maintain minimum public shareholding level of
25%. The Equity Share Capital held by FCML post the aforementioned allotment was 75.00%.
During 2013, the Company acquired 74.85% stake on a fully diluted basis in IKYA Human Capital Solutions
Limited on May 14, 2013. With effect from 2nd January, 2015, the name of IKYA Human Capital Solutions Limited
was changed to Quess Corp Limited (Quess). As on date TCIL holds 73.96% of the share Capital of Quess on fully
diluted basis.
In order to partly fund the investment proposed to be made in Sterling Holiday Resorts (India) Limited (SHRIL), the
Company issued 6,250,000 0.001% Compulsorily Convertible Preference Shares (CCPS) of Rs. 10/- each at a price
of Rs. 800/- each (which includes a premium of Rs. 790/- per CCPS) aggregating to Rs. 500,00,00,000/- (Rupees
Five Hundred Crore) to Fairbridge Capital (Mauritius) Limited (FCML) on a preferential basis on 13th March, 2014,
each such CCPS being convertible into 10 equity shares of the Company having face value Re. 1/- each.
By September, 2014, TCIL through its wholly owned subsidiaries Thomas Cook Insurance Services (India) Limited
(TCISIL) and Travel Corporation (India) Limited, acquired 55% stake (53.48%) and (1.67%) respectively in
Sterling. In February, 2015, Travel Corporation (India) Limited transferred its stake in Sterling to TCISIL. 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 Honble High Court of Madras on, 13th April 2015 and Honble High Court
of Bombay on 2nd July, 2015.In pursuance of the Order of Honble High Court, Bombay, dated 2nd July, 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), 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, 2015.On 1st September, 2015 Thomas Cook Insurance Services (India) Limited)
changed its name to Sterling Holiday Resorts Limited.
The Company pursuant to conversion of 319,765 Class B 0.001% Cumulative Convertible/Redeemable

Preference Shares of Rs. 10/- each and 271,800 Class C 0.001% Cumulative Convertible / Redeemable Preference
Shares of Rs. 10/- each allotted 5,140,000 equity shares of Re. 1/- each on 25th, April, 2014.
Page 31 of 96
The Company pursuant to conversion of 1,827,000 Compulsorily Convertible Preference shares of Rs. 10/- each
allotted 18,270,000 equity shares of Rs. 1/- each on 9th March, 2015 to Fairbridge Capital (Mauritius) Limited
(FCML).
The Board of Directors of the Company, Thomas Cook Insurance Services (India) Limited (TCISIL) & Sterling
Holiday Resorts (India) Limited (Sterling) had at their meetings held on 7th February, 2014 approved a composite
scheme of arrangement and amalgamation (Scheme). The Scheme was approved by the shareholders of Thomas
Cook (India) Limited by Postal Ballot on 21st October, 2015. The Scheme was also approved by the Court Convened
Meeting of shareholders of the Company held on 13 January, 2015. The Scheme filed by TCIL and TCISIL with the
Honble Bombay High Court has been approved by the Court by it order dated 2nd July, 2015. Pursuant to which
there were: (i) a demerger of the resort and timeshare business from Sterling to TCISIL, and (ii) amalgamation of
residual Sterling into the Company. Pursuant to the scheme, (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; 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. The Hon'ble High Court of Madras sanctioned the Scheme of Sterling on 13th
April, 2015, while the Hon'ble High Court of Bombay sanctioned the Scheme of the Company and TCISIL on 2nd
July, 2015. The High Court Order was filed with the Registrar of Companies, Mumbai on 18th August, 2015 and
thus, the scheme got effective and Sterling ceased to exist with effect from 18th August, 2015. After obtaining
statutory approvals, TCIL completed the process of allotment of 48,657,929 equity shares of Re. 1/- each to the
shareholders of Sterling in pursuance of the Scheme on 3rd September, 2015 as per the above swap ratio.
Further, pursuant to conversion of 4,423,000 Compulsorily Convertible Preference shares of Rs. 10/- each the
Company allotted 44,230,000 equity shares of Re. 1/- each on 8th September, 2015 to Fairbridge Capital (Mauritius)
Limited (FCML).
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.
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. The Company,
founded in 1985 by the present Chairman and Chief Executive Officer, Prem Watsa, has over the past 30 years,
demonstrated a strong financial track record to achieve an annual appreciation in book value per Share of 24.7%
annually. Fairfax has almost 20 general insurance subsidiaries and joint ventures globally, including ICICI Lombard
(India).
Fairfax Financial Holdings through Thomas Cook (India) Ltd. owns 73.96% on a fully diluted basis of the Quess
Corp Limited (formerly IKYA Human Capital Solutions Limited), a provider of specialised Human Resource related
Services and 100% of Sterling Holiday Resorts Ltd [erstwhile Thomas Cook Insurance Services (India) Limited],
engaged in time share and resort business and holiday activities.
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 74.9% stake by Thomas Cook UK Limited (directly and through TCIM
2008
Limited) in our Company
2009 Issue of 50,650,699 equity shares by way of a Rights Issue
Page 32 of 96
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.
Launch of own Multi- Currency Prepaid Travel Card Borderless Prepaid Card in
association with Master Card
2012 Acquisition of 76.69% stake by FCML in our Company from Thomas Cook UK Limited
and TCIM Limited and subsequent open offer by FCML.
The Company allotted 34,379,606 equity shares aggregating to 13.89% of the equity share
capital of the Company by way of Institutional Placement Programme (IPP).
2013 Acquisition of 74.85% stake (on a fully diluted basis) in IKYA Human Capital Solutions
Private Limited (Now known as Quess Corp Limited), a human resources solution
company.
Issuance of 6,250,000 0.001% Compulsorily Convertible Preference Shares (CCPS) of Rs.
10/- each at a price of Rs. 800/- each (which includes a premium of Rs. 790/- per CCPS)
aggregating to Rs. 500,00,00,000/- (Rupees Five Hundred Crore) to Fairbridge Capital
(Mauritius) Limited (FCML) on a preferential basis, each such CCPS being convertible into
10 equity shares of the Company having face value Re. 1/- each.
2014
Acquisition of 55% (controlling) stake of Sterling Holiday Resorts India Limited, petition
filed in the High Court for sanction of the Composite Arrangement and Amalgamation
between Sterling Holiday Resorts (India) Limited (Sterling), Thomas Cook Insurance
Services (India) Limited (TCISIL) and Thomas Cook (India) Limited (TCIL) and their
respective shareholders and creditors .
Obtained the sanction of High Court Approval on the Composite Arrangement and
Amalgamation between Sterling Holiday Resorts (India) Limited (Sterling), Thomas Cook
Insurance Services (India) Limited (TCISIL) and Thomas Cook (India) Limited (TCIL).
2015 Acquisition of 100% stake in Luxe Asia (Private) Ltd. through Thomas Cook Lanka
(Private) Limited
Announcing the acquisition of Kuoni Travel (India) Private Limited, a travel operator in
India, and Kuoni Travel (China) Limited, a premium travel operator in Hong Kong, for a
consideration of INR 535 Crore
2. DETAILS OF SHARE CAPITAL (AS ON 30TH SEPTEMBER, 2015)

Particulars (Rs. crore)
Authorized:
1,43,08,27,060 Equity Shares of Re. 1 each 143.08
11,47,60,000 'Class A' 4.65% Cumulative Non Convertible Redeemable Preference Shares of Rs. 10 114.76
each
3,55,294 'Class B' 0.001% Cumulative Convertible / Redeemable Preference Shares of Rs. 10 each 0.36
3,02,000 'Class C' 0.001% Cumulative Convertible / Redeemable Preference Shares of Rs. 10 each 0.30
12,50,00,000 Preference Shares of Rs. 10 each 125.00
TOTAL 383.50
Issued, Subscribed and Paid up :
36,57,11,259 Equity Shares of Re. 1 each fully paid-up 36.57
TOTAL 36.57
Page 33 of 96
3. (A) EQUITY SHARE CAPITAL HISTORY OF THE ISSUER AND CHANGE IN CAPITAL
STRUCTURE FOR LAST FIVE YEARS & UPTO 30TH SEPTEMBER, 2015
S. Date of No. of Equity Face Issue Nature of Consider Cumulative Share Capital
No Allotment Shares Value Price allotment ation
. (in Rs) (in Rs) (cash, No. of Equity Equity Securities
other Shares Share Premium
than Capital (in (in Rs cr)
cash, etc) Rs cr)
1 26-Aug-08 13,540 1 61.89 ESOP Cash 16,07,95,870 16.08 0.09
2 21-Jan-09 5,06,50,699 1 35.50 Rights Cash 21,14,46,569 21.14 162.01
Issue
3 18-Jan-10 1,00,000 1 61.89 ESOP Cash 21,15,46,569 21.15 162.65
4 16-Apr-10 95,159 1 30.31 ESOP Cash 21,16,41,728 21.16 162.95
5 16-Jun-10 35,832 1 30.31 ESOP Cash 21,16,77,560 21.17 163.06
6 30-Jul-10 59,646 1 30.31 ESOP Cash 21,17,37,206 21.17 163.24
7 28-Sep-10 29,996 1 30.31 ESOP Cash 21,17,67,202 21.18 163.34
8 22-Oct-10 37,497 1 30.31 ESOP Cash 21,18,04,699 21.18 163.45
9 14-Dec-10 3,000 1 30.31 ESOP Cash 21,18,07,699 21.18 163.46
10 6-Feb-11 2,500 1 30.31 ESOP Cash 21,18,10,199 21.18 163.47
11 17-Feb-11 6,600 1 30.31 ESOP Cash 21,18,16,799 21.18 163.49
12 26-Apr-11 60,834 1 30.31 ESOP Cash 21,18,77,633 21.19 163.68
13 29-Jun-11 42,830 1 30.31 ESOP Cash 21,19,20,463 21.19 163.81
14 22-Jul-11 10,000 1 30.31 ESOP Cash 21,19,30,463 21.19 163.84
15 9-Sep-11 2,500 1 30.31 ESOP Cash 21,19,32,963 21.19 163.85
16 30-Sep-11 12,500 1 30.31 ESOP Cash 21,19,45,463 21.19 163.89
17 21-Oct-11 6,465 1 30.31 ESOP Cash 21,19,51,928 21.19 163.90
18 18-Nov-11 55,434 1 30.31 ESOP Cash 21,20,07,362 21.20 164.07
19 5-Apr-12 89,166 1 30.31 ESOP Cash 212,096,528 21.21 164.34
20 5-Apr-12 9,374 1 47.57 ESOP Cash 212,105,902 21.21 164.39
21 27-Apr-12 559,353 1 30.31 ESOP Cash 212,665,255 21.27 166.12
27-Apr-12 155,965 1 47.57 ESOP Cash 212,821,220 21.28 166.93
22 29-May-12 17,260 1 30.31 ESOP Cash 212,838,480 21.28 166.98
23 5-Jul-12 101,780 1 30.31 ESOP Cash 212940260 21.29 167.29
24 5-Jul-12 166,100 1 52.74 ESOP Cash 213106360 21.31 168.26
25 5-Jul-12 52,334 1 47.57 ESOP Cash 213158694 21.32 168.54
26 7-May-13 3,43,79,606 1 53.50 Instituti Cash 247538300 24.75 349.03
onal
Placeme
nt
27 24-Jul-13 50,000 1 47.57 ESOP Cash 247,588,300 24.76 349.26
28 8-Oct-13 57,597 1 47.57 ESOP Cash 247,645,897 24.76 349.53
29 24-Oct-13 35,000 1 30.31 ESOP Cash 247,680,897 24.77 349.63
30 17-Apr-14 11,665 1 30.31 ESOP Cash 247,692,562 24.77 349.66
31 25-Apr-14 5,140,000 1 Shares ESOP Cash 252,832,562 25.28 349.66
Allotted
pursuant to
conversion
of Pref.
Shares
32 21-May-14 392,022 1 52.74 ESOP Cash 253,224,584 25.32 351.69
Page 34 of 96
cash, etc) Rs cr)
33 21-May-14 21,668 1 30.31 ESOP Cash 253,246,252 25.32 351.75
34 21-May-14 414,954 1 50.40 SAYE Cash 253,661,206 25.37 353.80
Scheme
35 20-Jun-14 19,763 1 50.40 SAYE Cash 253,680,969 25.37 353.90
Scheme
36 4-Jul-14 261,375 1 30.31 ESOP Cash 253,942,344 25.39 354.67
37 4-Jul-14 41 1 52.74 ESOP Cash 253,942,385 25.39 354.67
38 4-Jul-14 175,000 1 47.57 ESOP Cash 254,117,385 25.41 355.48
39 29-Sep-14 25,000 1 52.74 ESOP Cash 254,142,385 25.42 355.61
40 29-Sep-14 54,120 1 49.32 ESOP Cash 254,196,505 25.42 355.87
41 29-Oct-14 99,990 1 47.57 ESOP Cash 254,296,495 25.43 356.34
42 29-Oct-14 45,210 1 49.32 ESOP Cash 254,341,705 25.43 356.56
43 29-Oct-14 6,000 1 30.31 ESOP Cash 254,347,705 25.43 356.58
42 18-Nov-14 50,010 1 47.57 ESOP Cash 254,397,715 25.43 356.81
43 18-Nov-14 5,610 1 49.32 ESOP Cash 254,403,325 25.43 356.83
44 15-Dec-14 41,662 1 47.57 ESOP Cash 254,444,987 25.44 357.02
45 15-Dec-14 6,600 1 49.32 ESOP Cash 254,451,587 25.44 357.05
46 19-Feb-15 9,240 1 49.32 ESOP Cash 254,460,827 25.44 357.10
47 9-Mar-15 18,270,000 1 Shares CCPS Cash for 272,730,827 27.27 357.10
Allotted Conversion CCPS
pursuant to allotted
conversion in
of CCPS March,
2014
48 10-Apr-15 35,000 1 30.31 ESOP Cash 272,765,827 27.28 357.20
49 10-Apr-15 41,663 1 47.57 ESOP Cash 272,807,490 27.28 357.39
50 10-Apr-15 15,840 1 49.32 ESOP Cash 272,823,330 27.28 357.46
51 3-Sep-15 48,657,929 1 Equity Equity Equity 321,481,259 32.15 357.46
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
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
Honble
High
Court,
Bombay,
by its order
dated 2nd
July, 2015
(Composite
Scheme)
52 8-Sep-15 44,230,000 1 Shares CCPS Cash 365,711,259 36.57 357.46

Allotted Convers for
pursuant ion CCPS
to allotte
conversi d in
on of March
CCPS , 2014
3. (B) PREFERENCE SHARE CAPITAL HISTORY AS ON 30TH SEPTEMBER, 2015

S. Date of No. of Face Issue Price Nature of Consider Cumulative Preference Share Capital Date of
No Allotment Preference Value (in Rs) allotment ation Redempt
. Shares (in Rs) (cash, No. of Preference Securities
Preference Share Premium ion/
other
Shares Capital (in (in Rs cr) Conversi
than
Rs cr) on
cash, etc)
1 7-Feb-2007 103,284,000 10 Note 1 Court Other 103,284,000 103.28 0.00 30-Jan-
Order than cash 2008
2 7-Feb-2007 319,765 10 Note 2 Court Other 103,603,765 103.60 0.00 25-Apr-
3 7-Feb-2007 271,800 10 Note 2 Court Other 103,875,565 103.88 0.00 25-Apr-
4 29-Jan-2008 105,000,000 10 10 Note 3 Cash 114,375,565 114.38 0.00 29-Jan-
2009
5 13-Mar-2014 6,250,000 10 800 CCPS Cash 6,841,565 68.42 493.75 9th Mar
Note 4 2015
(Part) &
8th
Sep2015(
Balance)
Notes: 1. As per the scheme of amalgamation, 103,284,000 Class A 4.65% Cumulative Non Convertible
Redeemable Preference Shares of Rs. 10/- each amounting to Rs. 1,032,840,000 were allotted on 7th February, 2007
Page 36 of 96
and were redeemed on 30th January, 2008 out of the proceeds of 1% Cumulative Non Convertible Redeemable
Preference Shares of Rs. 10/- each allotted on 29th January, 2008.
2. During the period 319,765 Class B 0.001% Cumulative Convertible / Redeemable Preference Shares of Rs.
10/- each and 271,800 Class C 0.001% Cumulative Convertible / Redeemable Preference Shares of Rs. 10/- each
were converted on 25th April, 2014 into 5,140,000 equity shares of Re.1/- each.
3. 105,000,000 1% Cumulative Non Convertible Redeemable Preference Shares of Rs. 10/- each amounting to Rs.
1,050,000,000 were allotted on 29th January, 2008 and were redeemed on 29th January, 2009 out of the proceeds
of the Rights Issue of Equity Shares of Re. 1/- each allotted on 21st January, 2009.
4. As on 30th September, 2015 there are no outstanding CCPS and the total 6,250,000 CCPS have already been
converted into equity shares of the company. During the period, on 9th March, 2015, 1,827,000 CCPS were
converted into 18,270,000 equity shares of Re. 1/- each and allotted to Fairbridge Capital (Mauritius) Limited
(FCML), Promoter of the company. Further on 8th September, 2015, 4,423,000 CCPS were converted into
44,230,000 equity shares of Re 1/- each and allotted to FCML, Promoter of the company.
Over and above the aforesaid securities premium (including equity share premium and preference share premium)
figures, other adjustments and additions to the securities premium account have been made. The Securities
Premium amount as on 30th September, 2015 stood at Rs. 855.37 cr.
4. EQUITY SHARE CAPITAL ALLOTMENT IN THE PRECEDING ONE YEAR FROM THE DATE OF
OFFER LETTER
Sr. Date of No. of Face Issue Nature of Nature

No. Allotment Equity Value Price allotment of Cumulative Share Capital
Shares (in Rs) consider
ation No. of Equity Equity Securities
(cash, Shares Share Premium
other Capital (in Rs cr)
than (in Rs cr)
cash etc)
1 18-Nov-14 50,010 1 47.57 ESOP Cash 254,397,715 25.43 356.81
2 18-Nov-14 5,610 1 49.32 ESOP Cash 254,403,325 25.43 356.83
3 15-Dec-14 41,662 1 47.57 ESOP Cash 254,444,987 25.44 357.02
4 15-Dec-14 6,600 1 49.32 ESOP Cash 254,451,587 25.44 357.05
5 19-Feb-15 9,240 1 49.32 ESOP Cash 254,460,827 25.44 357.10
6 9-Mar-15 18,270,000 1 Shares CCPS Cash 272,730,827 27.27 501.43
pursuant ion CCPS
to allotte
conversi d in
on of March
CCPS , 2014
7 10-Apr-15 35,000 1 30.31 ESOP Cash 272,765,827 27.28 357.20
8 10-Apr-15 41,663 1 47.57 ESOP Cash 272,807,490 27.28 357.39
9 10-Apr-15 15,840 1 49.32 ESOP Cash 272,823,330 27.28 357.46
10 3-Sep-15 486,57,929 1 Equity Equity Equity 321,481,259 32.15 357.46
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

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
Honble
High
Court,
Bombay
, by its
order
dated
2nd
July,
2015
(Compo
site
Scheme)
11 8-Sep-15 44,230,000 1 Shares CCPS Cash 365,711,259 36.57 357.46

pursuant ion CCPS
to allotte
conversi d in
on of March
Page 38 of 96

than (in Rs cr)
cash etc)
CCPS , 2014
12 28-Oct-15 77,550 1 49.32 ESOP Cash 365,788,809 36.58 357.83
Note: There are no preference shares that are outstanding as of date.
5. CHANGES IN THE AUTHORIZED CAPITAL OF THE ISSUER FOR LAST FIVE YEARS & UPTO
30TH SEPTEMBER, 2015
Date of change (AGM/ EGM) Amount (in Rs) Particulars of change
7th March, 2014 16,00,00,000 Increased the Authorized Capital from 275 cr. to 291
cr. by addition of 16 cr. Equity Shares of Re. 1 each
2nd July 2015 (Date of Order of 92,50,00,000 Increase of the Authorized Capital from Rs. 291 cr. to
Honble High Court of Bombay Rs. 383.50 cr. pursuant to the Order of Honble High
approving the Composite Scheme) Court of Bombay approving the Composite Scheme of
Arrangement & Amalgamation
6. DETAILS OF ANY ACQUISITION OR AMALGAMATION IN THE LAST 1 YEAR
The Board of Directors of the Company, Thomas Cook Insurance Services (India) Limited (TCISIL) & Sterling
Holiday Resorts (India) Limited (Sterling) had at their meetings held on 7th February, 2014 approved a composite
scheme of arrangement and amalgamation (Scheme). The Scheme was approved by the shareholders of Thomas
Cook (India) Limited by Postal Ballot on 21st October, 2015. The Scheme was also approved by the [Honble
Bombay High/ Honble Madras High Court] Court Convened Meeting of shareholders of the Company held on 13
January, 2015. The Scheme filed by TCIL and TCISIL with the Honble Bombay High Court has been approved by
the Honble Bombay High Court by it order dated 2nd July, 2015. Pursuant to which there were: (i) a demerger of the
resort and timeshare business from Sterling to TCISIL, and (ii) amalgamation of residual Sterling into the Company.
Pursuant to the scheme, (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; 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.
The Hon'ble High Court of Madras sanctioned the Scheme of Sterling on 13th April, 2015, while the Hon'ble High
Court of Bombay sanctioned the Scheme of the Company and TCISIL on 2nd July, 2015. The High Court Order was
filed with the Registrar of Companies, Mumbai on 18th August, 2015 and thus, the scheme got effective and Sterling
ceased to exist with effect from 18th August, 2015. After obtaining statutory approvals, TCIL completed the process
of allotment of 48,657,929 equity shares of Re.1/- each to the shareholders of Sterling in pursuance of the Scheme on
3rd September, 2015 as per the above swap ratio. Subsequent to Sterlings demerger into TCISIL as per court
approved scheme, TCISIL's name has been changed to Sterling Holidays Resorts Limited ("SHRL") with effect from
1st September, 2015.
Thomas Cook (India) Limited and its subsidiaries have entered into a definitive agreement with Kuoni Travel
Holding Ltd., Switzerland (Kuoni) for acquiring Kuoni Travel (India) Private Limited, a travel operator in India, and
Kuoni Travel (China) Limited, a premium travel operator in Hong Kong, for a consideration of INR 535 Crore,
subject to regulatory approvals.
Page 39 of 96
7. DETAILS OF ANY REORGANIZATION OR RECONSTRUCTION IN THE LAST 1 YEAR
NONE
8. SHAREHOLDING PATTERN OF THE ISSUER AS ON 30TH SEPTEMBER, 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 0.00 0 0.00

Hindu
Undivided
Family
(b) Central 0 0 0 0.00 0.00 0 0.00
Government /
State
Governments
(s)
(c) Bodies 0 0 0 0.00 0.00 0 0.00
Corporate
(d) Financial 0 0 0 0.00 0.00 0 0.00
Institutions /
Banks
(e) Any other
(specify)
Sub-Total (A)
(1)
(2) Foreign
(a) Individuals 0 0 0 0.00 0.00 0 0.00

(Non-
Resident
Individuals/F
oreign
Individuals)
(b) Bodies 3 248,153,725 248,153,725 67.86 67.86 0 0.00
Corporate
(c) Institutions 0 0 0 0.00 0.00 0 0.00
(d) Qualified 0 0 0 0.00 0.00 0 0.00

Foreign
Investor
(e) Any Other 0 0 0 0.00 0.00 0 0.00
(specify)
Sub-Total (A) 3 248,153,725 248,153,725 67.86 67.86 0 0
(2)
Total 3 248,153,725 248,153,725 67.86 67.86 0 0
Shareholding
of Promoter
and Promoter
Group (A) =
(A)(1)+(A)(2)
(B) Public N.A. N.A.
Shareholding
(1) Institutions
(a) Mutual Funds 58 28,645,810 28,636,270 7.83 7.83

/ UTI
(b) Financial 18 67,944 58,384 0.02 0.02
Institutions /
Banks
(c) Cental 0 0 0 0.00 0.00
Government /
State
Governments
(s)
(d) Venture 0 0 0 0.00 0.00
Capital Funds
Page 40 of 96
(e) Insurance 1 6,433,494 6,433,494 1.76 1.76

Companies
(f) Foreign 44 23,365,506 23,359,481 6.39 6.39
Institutional
Investors
(g) Foreign 0 0 0 0.00 0.00
Venture
Capital
Investors
(h) Qualified 0 0 0 0.00 0.00
Foreign
Investor
(i) Any Other
(Specify)
(i-i) Foreign 14 6,647,692 6,647,692 1.82 1.82
Portfolio
Investors
(Corp)
Sub-Total (B) 135 65,160,446 65,135,321 17.82 17.82
(1)
(2) Non-
Institutions
(a) Bodies 1016 13,805,607 13,722,185 3.78 3.78
Corporate
(b) Individuals
(i) Individual 48,147 32,188,577 28,870,082 8.80 8.80

Shareholders
holding
nominal
Share Capital
upto Rs.1
Lakh
(ii) Individual 17 6,286,918 6,286,918 1.72 1.72
Shareholders
holding
nominal
Share Capital
in excess of
Rs.1 Lakh
(c) Qualified 0 0 0 0.00 0.00
Foreign
Investor
(d) Any Other
(Specify)
(i) Trust 9 15,491 9,491 0.00 0.00
(ii) Directors & 2 100,495 100,495 0.03 0.03

their relatives
Sub-total (B) 49,191 52,397,088 48,989,171 14.33 14.33
(2)
Total Public 49,326 117,557,534 114,124,492 32.14 32.14
Shareholding
(B) =
(B)(1)+(B)(2)
TOTAL 49,329 365,711,259 362,278,217 100.00 100.00
(A)+(B)
(C) Shares held
by Custodians
against which
DRs are
issued (GDR)
(1) Promoter and 0 0 0 0.00 0.00
Promoter
Group
(2) Public 0 0 0 0.00 0.00
GRAND 49,329 365,711,259 362,278,217 100.00 100.00 0 0.00

TOTAL
(A)+(B)+(C)
* 316960827 = 272730827 equity shares of Re. 1/- each + 4423000 0.001% Non Cumulative fully Convertible Preference Shares of Rs. 10/- each convertible into 44230000
equity shares of Re.1/- each; Outstanding Convertible Securities do not include any stock options issued by the Company, whether vested or otherwise.
Note:
The grand total number of 365711259 equity shares of Re.1/- includes 44230000 equity shares of Re.1/- each allotted to Fairbridge Capital Mauritius Limited, Promoter, on
conversion of 4423000 Non Cumulative fully Convertible Preference Shares of Rs. 10/- each, which are yet to be credited into demat account of allottee as on 30th September,
2015.
Note: The promoters have not pledged or encumbered their shareholding in the Issuer Company.
Page 41 of 96
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)

Lenders 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
Page 42 of 96
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
company and
hypothecation of
the company
Yes Bank Limited Cash Credit 17.00 11.74 On Demand Charge on receivables
company and
hypothecation of
Page 43 of 96
the company
Yes Bank Limited Bill 20.00 17.74 On Demand Charge on receivables

Discounting and other chargeable
company and
hypothecation of
the company
Yes Bank Limited Working 14.00 14.00 On Demand Charge on receivables
Capital Loan and other chargeable
company and
hypothecation of
the company
The Bank Of Nova Working 50.00 50.00 On Demand Charge on receivables
Scotia Capital Loan and other chargeable
company and
hypothecation of
the company
Kotak Bank Limited Working 25.00 23.00 On Demand Charge on receivables
company and
hypothecation of
the company
State Bank of India Cash Credit 31.00 25.46 On Demand Charge on receivables
company and
hypothecation of
the company
State Bank of India SLC 4.00 4.00 On Demand Charge on receivables
company and
hypothecation of
the company
Page 44 of 96
Yes Bank Limited Packing 3.00 2.08 On Demand Charge on receivables

Credit and other chargeable
company and
hypothecation of
the company
ICICI Bank Canada** Working 49.52 49.52 On Demand Charge on receivables
company and
hypothecation of
the company
NSDC Other Loan 3.00 3.00 On Demand Hypothecation of

Project assets
HDFC Bank Vehicle Loan 0.41 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.
B. UNSECURED LOAN FACILITIES (CONSOLIDATED) (AS ON 30TH SEPTEMBER, 2015)
Lenders 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 1.4 On demand
Total 533 201.4
** These figures are as per Bank Statements.
C. NON CONVERTIBLE DEBENTURES/ DEBENTURES (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.a.) Schedul
Maturi e
ty
INE332A08014 5 years 10.52% 100 15th April, As per ICRA Unsecure NA
2013 Annexu AA/ d
re 3 Stable &
CRISIL
AA-
Page 45 of 96
/Stable
INE332A08022 5 years 09.37% 33 31st August, As per ICRA Unsecure NA
2015 Annexu AA/ d
re 3 Stable
2015 Annexu AA/ d
re 3 Stable
2015 Annexu AA/ d
re 3 Stable
12. TOP 10 DEBENTURE HOLDERS (AS ON 30TH SEPTEMBER, 2015)

Sr. No. 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. AMOUNT OF CORPORATE GUARANTEES ISSUED BY THE ISSUER IN FAVOUR OF

VARIOUS COUNTER PARTIES INCLUDING ITS SUBSIDIARIES, JOINT VENTURE ENTITIES,
GROUP COMPANIES, ETC. AS ON 30 SEPTEMBER, 2015.
The Issuer has not issued any corporate guarantee in favour of any counterparty including its subsidiaries, joint
venture entities, group companies, etc. as on 30th September, 2015.
14. COMMERCIAL PAPER ISSUED BY THE ISSUER CONSOLIDATED (AS ON 30TH

SEPTEMBER, 2015)
Sr. No. Maturity date Total face value amount of commercial papers
outstanding (Rs in crore)
1. NIL
2.
Total
15. OTHER BORROWINGS (INCLUDING HYBRID DEBT LIKE FOREIGN CURRENCY

CONVERTIBLE DEBENTURES (FCCBs), OPTIONALLY/COMPULSORILY CONVERTIBLE
DEBENTURES/ DEBENTURES/ PREFERENCE SHARES) CONSOLIDATED (AS ON 30TH
SEPTEMBER, 2015)
Partys 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
16. SERVICING BEHAVIOUR ON EXISTING DEBT SECURITIES, DEFAULT(S) AND/OR DELAY(S)

IN PAYMENTS OF INTEREST AND PRINCIPAL OF ANY KIND OF TERM LOANS, DEBT
SECURITIES AND OTHER FINANCIAL INDEBTEDNESS INCLUDING CORPORATE
GUARANTEE ISSUED BY THE ISSUER, IN THE PAST 5 YEARS
a) The main constituents of the Issuers borrowings are generally in the form of overdraft, short term/working
capital loans from banks, commercial paper, etc. The Issuer has also issued non convertible debentures in
2013 & 2015 to finance its working capital requirement.
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.
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.
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, joint venture entities, group companies, etc. in the past.
17. OUTSTANDING BORROWINGS/ DEBT SECURITIES ISSUED FOR CONSIDERATION OTHER

THAN CASH, WHETHER IN WHOLE OR PART, AT A PREMIUM OR DISCOUNT, OR IN
PURSUANCE OF AN OPTION
The Issuer confirms that other than and to the extent mentioned elsewhere in this Information Memorandum, it has
not issued any debt securities or agreed to issue any debt securities or availed any borrowings for a consideration
other than cash, whether in whole or in part, at a premium or discount or in pursuance of an option since inception.
18. ABRIDGED AUDITED STANDALONE AND CONSOLIDATED FINANCIAL INFORMATION OF

THE ISSUER
Audited Financial Statements for the period ended March 2015, 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, wherever
necessary.
Statement of Assets & Liabilities (Standalone) (Rs. in Crore)

As on As on As on As on
September March 31, December December
Particulars 30, 2015 2015 31, 2013 31, 2012
Equity And Liabilities
1 Shareholder's Funds
(a) Share Capital 36.57 31.70 25.36 21.91
(b) Reserves & Surplus 1,154.26 1,113.18 585.43 376.60
Share Application Money Pending Allotment 0.14 0.24 - -
1,190.97 1,145.12 610.79 398.51
2 Non Current Liabilities
(a) Long Term Borrowings 168.59 101.28 101.24 2.22
(b) Deferred Tax Liabilities (Net) - 2.30 2.59 4.44
Page 47 of 96
(c) Other Long Term Liabilities 36.42 34.66 18.07 22.62
(d) Long Term Provisions 0.05 0.51 0.48 0.66
205.06 138.75 122.38 29.94

3 Current Liabilities
(a) Short Term Borrowings 37.09 50.30 12.81 182.09
(b) Trade Payables 408.05 210.59 189.96 114.91
(c) Other Current Liabilities 137.56 268.99 131.68 122.59
(d) Short Term Provisions 15.46 22.81 20.39 11.87
598.16 552.69 354.84 431.46
TOTAL 1,994.19 1,836.56 1,088.01 859.91
Assets
1 Non Current Assets
(a) Fixed assets
(i) Tangible Assets 47.55 53.92 54.79 58.47
(ii) Intangible Assets 8.42 9.26 8.31 10.41

(iii) Goodwill on
Consolidation/Amalgamation 4.39 - - -
(iii) Capital Work in Progress 101.10 0.33 0.51 0.22

(iv) Intangible Assets Under
Development 1.99 0.84 3.62 1.33
163.45 64.35 67.23 70.43
(b) Non Current Investments 1,038.90 1,033.25 453.25 194.00

(c) Deferred Tax Asset (Net) 0.96 - - -
(c) Long Term Loans & Advances 54.16 54.67 44.62 53.09
(d) Other Non Current Assets 1.49 1.48 18.28 16.56
1,095.51 1,089.40 516.15 263.65

2 Current Assets
(a) Current Investments 180.00 125.06 140.05 80.00
(b) Inventories 0.01 --- --- ---
(b) Trade Receivables 231.08 216.10 176.16 183.50
(c) Cash And Bank Balances 154.60 164.45 92.79 167.72
(d) Short Term Loans & Advances 99.28 127.62 73.08 70.95
(e) Other Current Assets 70.26 49.58 22.55 23.66
Page 48 of 96
735.23 682.81 504.63 525.83

TOTAL 1,994.19 1,836.56 1,088.01 859.91
Statement of Profit and Loss (Standalone) (Rs. In Crore)

Particulars Six Months 15 months Year ended Year ended
Ended period December December
September ended 31, 2013 31, 2012
30, 2015 March 31,
2015
Revenue from Operations 243.77 500.89 369.57 377.13
Other Income 2.54 12.69 5.50 9.23
Total Revenue 246.31 513.58 375.07 386.36
Expenses
(a) Employee Benefits Expense 90.29 215.66 147.15 148.16
(b) Finance Costs 22.13 48.15 26.22 30.05
(c) Depreciation and Amortization Expenses 9.32 14.78 11.19 11.72
(d) Other Expenses 61.56 148.87 104.23 100.82
(e) Advertisement Expenses 14.57 37.50 15.99 21.82
Total Expenses 197.87 464.96 304.78 312.57
Profit Before Tax 48.44 48.62 70.29 73.79
Tax Expense
(a) Current Tax 18.08 15.70 26.02 25.18
(b) Deferred Tax (1.27) (0.29) (1.85) (0.59)
Total Tax 16.81 15.41 24.17 24.59
Profit After Taxation 31.63 33.21 46.12 49.20
Earnings Per Share (Face Value Re. 1 each)

(a) Basic 1.11 1.31 1.96 2.31
(b) Diluted 1.09 1.10 1.91 2.26
Statement of Cash Flow (Standalone) (Rs. In Crore)
Particulars 15 months period Year ended Year ended
ended March 31, December 31, 2013 December 31, 2012
2015
Cash flows from operating activities :
Profit Before Tax 48.62 70.29 73.79
Adjustments for:
Interest Income (3.13) (2.31) (0.82)
Dividend Income from Investments (8.69) (0.43) (0.35)

Expenses/(Write back) on Employees Stock
Options Schemes (Net) 10.88 0.66 (0.25)
Depreciation and Amortization 14.78 11.19 11.72
Loss on sale of Fixed Assets (Net) 1.34 0.95 0.66
Interest on Income Tax Refund (0.10) (0.67) (5.11)
Finance Costs 48.15 26.22 30.05
Provision for Diminution in the value of Non -
Current Investments - - -
Bad Debts and Advances written off 5.98 0.05 3.39

Page 49 of 96
Provision for Doubtful Debts and Advances

(Net) (2.33) 3.87 2.76
Operating Profit Before Working Capital
Changes 115.50 109.82 115.84
Changes in working capital:

Increase/(Decrease) in Trade Payables 20.63 75.05 (9.89)
Increase/(Decrease) in Provisions 0.56 0.52 (1.32)
Increase / (Decrease) in Other Liabilities 152.23 (0.58) 46.94
(Increase) / Decrease in Trade Receivables (41.79) 3.42 6.67
(Increase) / Decrease in Loans and Advances (55.99) 6.34 (27.60)
(Increase) / Decrease in Other Assets (20.60) 1.06 (5.55)

Cash generated from Operations 170.55 195.63 125.09
Income Taxes Paid (Net of refunds received) (19.44) (19.78) (25.74)

Interest on Income Tax Refund 0.10 0.67 5.11
Net cash from Operating Activities 151.21 176.52 104.46
Cash flows from Investing activities
Proceeds from sale of Fixed Assets 0.75 0.77 0.76
Purchase of Fixed Assets (24.36) (9.69) (11.95)

Interest Received 0.90 2.36 0.56
Dividend Received 2.38 0.43 0.35
Advance against Investment in Subsidiary (3.17)
Investment in Subsidiary (580.00) (259.25) (1.58)
Payment of share application money to
Subsidiary (60.00) - -
Refund of share application money from
Subsidiary 60.00 - -
Interest received on share application money

from Subsidiary 2.11 - -
Purchase of Current Investments (4,264.89) (1,404.11) (1,327.35)
Sale of Current Investments 4,279.87 1,344.08 1,252.34
Investment in Fixed deposits having maturity

over three months (15.69) (1.73) (15.18)
Net cash used in Investing Activities (598.91) (327.14) (105.22)
Cash flows from Financing activities

Proceeds from Issue of Equity Shares under
Employees Stock Options Schemes and
Institutional Placement Programme ("IPP") 6.99 177.93 4.24
Page 50 of 96
Proceeds from Issue of 'Class D' 0.001%

Compulsorily Convertible Preference Shares
("CCPS") 500.00 - -
Proceeds from issue of 10.52% Non
convertible Debentures - 100.00 -
Dividend Paid for the period / year (9.54) (9.32) (7.98)
Tax on Dividend Paid for the period / year (1.62) (1.58) (1.29)
Bank overdraft availed 37.49 0.60 -
Repayment of Short-Term Loans - (54.00) (40.78)
Repayment of Commercial Paper - (115.88) -
Proceeds from / (Repayment of) Finance
Lease Liability (Net) 0.08 (1.17) 0.94
Finance Costs paid (46.50) (20.88) (31.62)
Net cash from/ (used in) Financing
Activities 486.90 75.71 (76.50)
Net (Decrease) /Increase in Cash and Cash

Equivalents during the period/year 39.20 ( 74.91) ( 77.26)
Cash and Cash Equivalents at the

beginning of the period/year 92.54 167.45 244.71
Cash and Cash Equivalents at the end of

the period/year 131.74 92.54 167.45
Notes:-
1. During the period, the Company has changed its financial year from December 31 to March 31.
March 31, 2015 and are therefore not comparable with those of the previous years.
2. Numbers have been rounded off to the nearest 2 (two) decimals
Statement of Assets & Liabilities Consolidated (Rs. In Crore)
As on As on As on As on
September March December December
Particulars 30, 2015 31, 2015 31, 2013 31, 2012
Equity And Liabilities
1 Shareholder's Funds
(a) Share Capital 36.57 31.70 25.36 21.91
(b) Reserves & Surplus 1,345.59 1,301.81 663.45 416.52
Share Application Money Pending Allotment 0.14 0.24 - -

1,382.30 1,333.75 688.81 438.43
2 Minority Interest 98.05 209.94 45.98 -
3 Non Current Liabilities

(a) Long Term Borrowings 185.05 101.58 104.67 2.49
(b) Other Long Term Liabilities 381.09 343.31 20.38 22.62
(c) Long Term Provisions 12.5 11.35 2.34 1.09
(d) Deferred Tax Liabilities (Net) - 1.16 1.64 6.03
578.64 457.40 129.03 32.23
Page 51 of 96
4 Current Liabilities
(a) Short Term Borrowings 301.24 269.92 75.58 183.77
(b) Trade Payables 601.64 306.9 278.35 148.7
(c) Other Current Liabilities 445.93 505.16 292.97 142.87
(d) Short Term Provisions 49.08 42.86 12.3 9.29
1,397.89 1,124.84 659.2 484.63
TOTAL 3,456.88 3,125.93 1,523.02 955.29
Assets
1 Non Current Assets
(a) Fixed assets
(i) Tangible Assets 325.4 350.59 90.32 86.99
(ii) Intangible Assets 104.29 108.28 14.86 11.87
(iii) Goodwill On Consolidation/
Amalgamation 629.22 741.35 369.81 145.4
(iv) Capital Work in Progress 300.62 94.72 1.16 0.22
(v) Intangible Assets Under Development 1.99 2.01 3.62 2.6
1,361.52 1,296.95 479.77 247.09
(b) Non Current Investments 0.09 0.09 0.09 0.09

(c) Deferred Tax Asset (Net) 1.83 - - -
(c) Long Term Loans & Advances 140.60 154.37 102.71 53.03
(d) Other Non Current Assets 92.54 63.24 19.5 16.56

235.06 217.71 122.31 69.69
2 Current Assets
(a) Current Investments 421.97 339.47 208.00 109.66
(b) Inventories 3.75 3.03 0.44 -

(c) Trade Receivables 748.40 644.94 330.09 210.51
(d) Cash And Bank Balances 256.42 277.73 159.58 207.71
(e) Short Term Loans & Advances 160.20 161.13 113.86 82.47
(f) Other Current Assets 269.56 184.97 108.96 28.18
1,860.30 1,611.27 920.93 638.51
TOTAL 3,456.88 3,125.93 1,523.02 955.29
Statement of Profit And Loss (Consolidated) (Rs. In Crore)

Six
Months
15 months Year Year
Ended
ended ended ended
September
March December December
30, 2015
Particulars 2015 31, 2013 31, 2012
Revenue from Operations 1,893.91 3,244.28 1,287.03 430.19

Other Income 22.82 42.04 8.92 10.31
Total Revenue 1,916.73 3,286.32 1,295.95 440.51
Expenses
(a) Employee Benefits Expense 1,520.67 2,576.56 950.84 175.55
Page 52 of 96
(b) Finance Costs 34.70 71.21 33.68 31.01

(c) Depreciation and Amortization Expenses 27.14 41.43 17.55 14.18
(d) Other Expenses 208.13 374.21 174.54 119.26
(e) Advertisement & Sales Promotion Expenses 29.88 51.92 17.08 23.43
Total Expenses 1,820.52 3,115.33 1,193.69 363.43
Profit Before Tax 96.21 170.99 102.26 77.08
Tax Expense
(a) Current Tax 39.29 51.72 36.82 26.36
(b) MAT Credit Entitlement - 1.7 -1.64 -0.69

(c) Deferred Tax -3.29 5.24 -1.64 0.98
Total Tax 36.00 58.65 33.53 26.65
Profit After Tax and Before Minority Interest 60.21 112.34 68.72 50.44
Less: Minority Interest -7.83 -22.19 -6.5 -

Profit After Tax and Minority Interest 52.38 90.15 62.22 50.44
Earnings Per Share Face Value Re.1 each.

(a) Basic 1.83 3.56 2.64 2.37
(b) Diluted 1.80 2.98 2.57 2.31
Statement of Cash Flow (Consolidated) (Rs. In Crore)

15 months Year ended Year ended
ended March December 31, December 31,
Particulars 31 2015 2013 2012
Cash flow from operating activities :
Profit Before Tax 170.99 102.26 77.08
Adjustments For :
Interest Income (19.43) (4.40) (1.31)
Dividend Income from Investments (16.75) ( 0.52) (0.37)
Expenses / (Write back) on Employee Stock Options
Schemes (Net) 10.88 0.66 (0.25)
Depreciation and Amortisation 41.43 17.55 14.18
Loss on sale of Fixed Assets (Net) 1.37 2.68 1.04
Interest on Income Tax Refund (2.08) (1.46) (5.10)
Finance Costs 71.21 33.68 31.01
Bad Debts and Advances written off 8.75 0.78 4.84
Provision for Doubtful Debts and Advances (Net) 3.50 4.71 1.70
Operating Profit Before Working Capital Changes 269.87 155.94 122.81

Changes in Working Capital :
(Decrease) / Increase in Trade Payables (29.16) 119.57 (7.83)
(Decrease) in Provisions (1.46) ( 0.54) (1.94)
Increase / (Decrease) in Other Liabilities 187.44 (16.03) 40.20
Page 53 of 96
(Increase) / Decrease in Trade Receivables (149.23) 16.45 12.27

(Increase) in Loans and Advances (34.42) (15.52) (23.04)
(Increase) in Other Assets & Inventories (47.38) (1.77) (7.46)
Cash generated from Operations 195.66 258.10 135.01
Income Taxes Paid (Net of refunds received) (66.31) (40.54) (25.60)

Interest on Income Tax Refund 2.08 1.46 5.11
Net cash from Operating Activities 131.43 219.03 114.51
Cash flows from Investing activities

Proceeds from sale of Fixed Assets 1.77 1.07 0.55
Purchase of Fixed Assets (104.66) (20.46) (19.29)
Interest Received 11.65 3.78 1.05
Dividend Received 16.75 0.52 0.37
Purchase of Current Investments (5,051.60) (1,525.06) (1,379.01)
Sale of Current Investments 5,028.27 1,426.72 1,307.53
Investment in Fixed deposits having maturity over three
months (19.27) (12.31) (15.63)
Investment in Quess Corp Limited - (259.25) -
Investment in Sterling Holiday Resorts (India) Limited (478.54) - -

Investment in Hofincons Infotech & Industrial Services
Private Limited
(50.30) - -
Investment in Brainhunter Systems Limited
(0.55) - -
Net cash used in Investing Activities (646.47) (385.00) (104.43)
Cash Flows from Financing activities

Proceeds from Compulsorily Convertible Preference
Shares (CCPS) 500.00 - -
Proceeds from Issue of Equity Shares under Employee

Stock Options Schemes and Institutional Placement
Programme (IPP) 7.70 177.93 4.24
Proceeds from issue of 10.52% Non convertible
Debentures - 100.00 -
Dividend Paid for the year/period (9.51) (9.28) (7.98)
Tax on Dividend Paid for the year/period (2.94) (1.63) (1.29)
Proceeds from / (Repayment of) Borrowings (Net) 136.86 (148.89) (39.37)

(Repayment of)/Proceeds from Finance Lease Liability
(Net) (0.08) (1.26) 1.10
Finance Costs paid (66.95) (28.50) (32.58)
Net cash from/ (used in) Financing Activities 565.08 88.37 (75.89)
Page 54 of 96
Effect of exchange fluctuation on translation reserve

(3.25) 4.59 0.94
Total Increase / (Decrease) in Cash and Cash

Equivalents during the period / year 46.79 (73.01) (64.86)
Cash and Cash Equivalents at the beginning of the

period/year 147.89 206.72 271.58
Opening Cash and Cash Equivalents of subsidiaries
acquired 42.27 14.18 -
Cash and Cash Equivalents at the end of the
period/year 236.95 147.89 206.72
Notes: -
1. During the period, the Company has changed its financial year from December 31 to March 31.
March 31, 2015 and are therefore not comparable with those of the previous years.
2. Similarly consolidated audited financial statements for the period ended 31st March , 2015 include the
consolidated audited financial statements of Sterling Holiday Resorts (India) Limited for the period
September 3 , 2014 to March 31, 2015. In the previous year the consolidated audited financial statements
for the year ended 31st December, 2013 included the consolidated audited financial statements of Quess
Corp Limited ( Formerly IKYA Human Capital Solutions Limited ) for the period May 14, 2013 to
December 31, 2013 & consequently consolidated audited financial statements for the period ended March
31, 2015 are not comparable with previous year .
3. Numbers have been rounded off to the nearest 2 (two) decimals.
Details of Related Party Transactions entered during the last three financial years
A. Related Party Transactions for the 15 months ended 2015 and the year ended 31st December, 2013
(Standalone)
Amount in Rupees
Fifteen months ended
Year ended
March 31, 2015 December 31, 2013
(i) Ultimate Holding Company
Reimbursement of Expenses (Net)

11,794,918 18,433,534
Fairfax Financials Holdings Limited
Balances as at the period/year end -
Outstanding Receivables
Fairfax Financials Holdings Limited 3,725,980 1,308,501
(ii) Holding Company
Page 55 of 96
Reimbursement of acquisition
related expenses
- 1,571,537
Fairbridge Capital (Mauritius) Limited
Subscription to CCPS
5,000,000,000 -
Dividend remitted
69,620,147 69,620,147
(iii) Subsidiary Companies

Travel Corporation (India) Limited 26,649,053 28,051,185
Thomas Cook Insurance Services (India) 1,355,449 -
Limited
Indian Horizon Marketing Services Limited 2,500 19,874
(Formerly known as 'Indian Horizon Travel
and Tours Limited')
Thomas Cook Tours Limited 2,500 19,884
Thomas Cook (Mauritius) Operations 3,704,901 830,861
Company Limited
TC Visa Services (India) Limited 49,855,482 36,577,686

Thomas Cook Lanka (Private) Limited 19,835 520,583
Quess Corp Limited (Formerly known as 5,248,040 33,517
'IKYA Human Capital Solutions Limited'
(w.e.f May 14, 2013))
Sterling Holiday Resorts (India) Limited 216,820 -
(w.e.f September 3, 2014)
Hofincons Infotech & Industrial Services 1,584,360 -
Private Limited (merged with Quess Corp
effective July 1, 2014)
Reimbursement of Acquisition
related expenses
20,159,712 -
Thomas Cook Insurance Services (India)
Limited
Sale of Services*
-
Thomas Cook (Mauritius) Holidays Limited 5,507,553 2,195,584
Page 56 of 96
Quess Corp Limited (Formerly known as 18,030,966 2,745,017

(w.e.f May 14, 2013))
Travel Corporation (India) Limited 108,125,185 -

Avon Facility Management Services Limited 1,711,710 -
(merged with Quess Corp Limited effective
January 1, 2014)
243,422 -
Magna Infotech Limited (merged with Quess

Corp Limited effective January 1, 2014)
Facilities and Support Services

Provided
Thomas Cook Insurance Services (India) - 1,200,000
Limited

4,040,072 -

658,550 -
Sterling Holiday Resorts (India) Limited
Facilities and Support Services

Received
TC Visa Services (India) Limited 1,567,528 975,600
Services Availed #

Sterling Holiday Resorts (India) Limited 4,585,308 -
Other professional charges

(Outsourced staff)
71,854,071 18,130,772
Quess Corp Limited (Formerly known as

(w.e.f May 14, 2013))
50,796,607 6,239,589
Avon Facility Management Services Limited
January 1, 2014)
1,633,094 -
CoAchieve Solutions Private Limited
Interest on Loans and Advances

Page 57 of 96
Interim Dividend
Subscription of Equity Share

Capital
Thomas Cook Insurance Services (India) 5,800,000,000 -
Limited
Payment & refund of Share

Application Money
Limited
Interest received on Share

Application Money
Limited
Balances as at the period/year end -

Thomas Cook Insurance Services (India) 851,988 10,726,113
Limited
- 3,483
Indian Horizon Marketing Services Limited
(Formerly known as 'Indian Horizon Travel
and Tours Limited')
50,000 3,483
Thomas Cook Tours Limited
Thomas Cook (Mauritius) Operations 3,825,217 -
Company Limited
Thomas Cook (Mauritius) Holidays Limited 174,870 -
19,756,151 19,309,737
Thomas Cook Lanka (Private) Limited

- 15,413,681
TC Visa Services (India) Limited
954,553 -
Travel Corporation (India) Limited
1,886,566 -
Quess Corp Limited (Formerly known as

(w.e.f May 14, 2013))
64,199 -
Avon Facility Management Services Limited
January 1, 2014)
85,504
Sterling Holiday Resorts (India) Limited
243,422 -

Page 58 of 96
Interim Dividend Receivable

63,067,920 -
Advance against Investment in 31,658,781 31,658,781

Thomas Cook Lanka (Private)
Limited
Outstanding Payables
TC Visa Services (India) Limited 10,835,369 431,046

Travel Corporation (India) Limited 11,698,828 26,839,817
Quess Corp Limited (Formerly known as 4,877,957 741,086
(w.e.f May 14, 2013))
CoAchieve Solutions Private Limited 68,622 -

Avon Facility Management Services Limited 9,167,269 2,746,270
January 1, 2014)
Fellow Subsidiaries - 639,150
Reimbursement of acquisition Fairfax (Barbados) International Corp.

(iv) related expenses
-
Fairbridge Capital Private Limited 87,561
Fairbridge Capital Private Limited 1,018,857 -

Sale of Services
(v) Key Management Personnel
Madhavan Menon 45,371,443 37,046,427

Remuneration @
R. R. Kenkare 17,402,204 11,282,262
Debasis Nandy 19,204,569 12,436,609
Mahesh Iyer 12,181,969 7,653,452
Rajeev Kale 13,255,377 9,601,443
Amit Madhan 13,528,407 7,968,085
Mona Cheriyan 7,537,079 -
Ambreesh Mahajan - 15,953,721
Madhav Pai - 9,089,690
@ Gratuity is contributed for the Vinayak K Purohit - 2,504,611
Company as a whole & hence Rakshit Desai - 1,828,732
excluded.
Commission to Non-Executive
Page 59 of 96
Directors
Mahendra Kumar Sharma 1,415,696 1,500,000
Uday Chander Khanna 1,415,696 1,500,000
Kishori Udeshi 1,415,696 1,500,000
Krishnan Ramachandran 675,178 1,500,000
Ramesh Savoor 662,734 1,500,000
Relatives of Key Managerial

Personnel
Rent Expenses Lili Menon 2,407,500 1,926,000
Balances as at Period /Year end
(vi)
Deposit Receivable Lili Menon 16,500,000 16,500,000
B. Related Party Transactions for the years ended 31st December 2012 and 31st December 2011
(Standalone)
Year ended Year ended
December December
31, 2012 31, 2011
(i) Holding Company
License Fees
Thomas Cook UK Limited (upto 14th
August, 2012) 14,461,220 20,051,185

Thomas Cook UK Limited (upto 14th
August, 2012) 1,977,380 22,490,008
Dividend remitted
TCIM Limited, UK 44,296,875 44,296,875
Thomas Cook UK Limited 17,004,918 17,004,918
Balances as at the year end -

Thomas Cook UK Limited**
- 29,798,581
(ii) Subsidiary Companies

Limited - 11,225,663
22,082,751 54,726,345
Page 60 of 96
Indian Horizon Travel and Tours Limited

17,426 3,500
Thomas Cook Tours Limited
17,456 3,500
Thomas Cook (Mauritius) Operations
Company Limited 2,560,220 -
Export of Foreign Currencies*

Company Limited - 165,145,845
Sale of Services*
Thomas Cook (Mauritius) Holidays
Limited 3,840,502 252,192
Facilities and Support Services Provided

Limited 7,500,000 30,000,000
Services Availed #
Limited 50,204,892 43,251,933
Limited 8,765,337 6,652,513
- 10,925,088
Indian Horizon Travel and Tours Limited 29,426 12,000
Thomas Cook Tours Limited 29,456 12,000

Company Limited 796,351 639,039
Thomas Cook Lanka (Private) Limited 18,829,153 -
Advance against Investment in Thomas Cook Lanka

(Private) Limited 31,658,781 -
Limited 5,463,566 4,329,769
45,613,462 -
(ii
i) Fellow Subsidiaries
Sale of Services*
Thomas Cook Tour Operations Limited,
UK (upto 14th August, 2012)
188,633,410 400,801,192
Thomas Cook AG, Germany (upto 14th
August, 2012) - 28,858,138
Thomas Cook Signature (upto 14th
August, 2012) 12,482,857 14,029,837
Others (upto 14th August, 2012) - 14,659,179

Services Availed #
Page 61 of 96
Thomas Cook Overseas Limited, Egypt

(upto 14th August, 2012)
6,310,306 9,628,098

Thomas Cook Tour Operations Limited,
UK** - 21,321,790
Thomas Cook AG, Germany** - -
Others** - 4,946,097
Thomas Cook Overseas Limited, Egypt** - 4,718,008
*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, 2012
(iv
) Key Management Personnel
Remuneration @
Madhavan Menon 20,914,758 19,044,969
R. R. Kenkare 10,554,463 9,710,318
Madhav Pai 4,313,399 -
Ambreesh Mahajan 1,254,355 -
Debasis Nandy 3,154,658 -
Vinayak K. Purohit 17,455,087 16,376,616
Rakshit Desai 31,313,277 28,762,863
Dr. D. Prasanth Nair 4,022,147 7,474,076
Amitabh Pandey 6,858,073 6,809,988
99,840,217 88,178,830
@ Gratuity is contributed for the Company as a whole
and hence excluded
(v
) Relatives of Key Management Personnel
Rent Expense
Lili Menon 1,926,000 1,926,000

Deposit Receivable
Lili Menon 16,500,000 16,500,000
Page 62 of 96
19. MATERIAL EVENT, DEVELOPMENT OR CHANGE AT THE TIME OF ISSUE
On 30th July, 2015, Thomas Cook (Lanka) Private Limited, a wholly owned subsidiary of the Company, completed
the acquisition of Luxe Asia Private Limited, a destination management company in Sri Lanka.
On 7th August 2015, the Company has signed a definitive agreement with Kuoni to acquire Kuoni Travel (India)
Private Limited, a travel operator in India, and Kuoni Travel (China) Limited, a premium travel operator in Hong
Kong, for a consideration of Rs. 535 crore. This definitive agreement is subject to regulatory approvals. On 9th
November, 2015, the Company made a formal announcement about the conclusion of the acquisition of 100%
shareholding of Kuoni Travel (China) Limited.
The Company has also amended its authorized share capital by reclassifying its equity and preference share capital
on 27th November, 2015.
Page 63 of 96
VIII. TERMS OF THE ISSUE
Issuer Thomas Cook (India) Limited

Date of resolution passed by the
October 24, 2015
Board authorising the Issue
Date of special resolution passed November 27, 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. 10 each (NCCRPS) being issued by Thomas Cook
(India) Limited on a private placement basis @ 8.50% p.a., Redemption date
December 1, 2022.
Type of Instrument Rated, Listed, Non Convertible Cumulative, 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. The Preference Shares shall in winding
up be entitled to rank, as regards repayment of capital and arrears of
dividend, whether declared or not, up to the commencement of the winding
up, in priority to the equity shares but shall not be entitled to any further
participation in profits or assets or surplus fund. The Preference Shares shall
rank pari passu with all other preference shares issued by the Company.
Claims of the NCCRPS Holder shall be subordinate to both, the secured and
unsecured creditors of the Company.
Mode of Issue Private Placement
Eligible Investors Please refer to Who can apply section of the Information Memorandum
relating to terms of offer.
Listing (including name of stock Listing would be on BSE Limited & National Stock Exchange of India Ltd.
exchange where it will be listed BSE would be the Designated stock Exchange.
and timeline for listing) NCCRPS to be listed within 20 days from the Deemed Date of Allotment.
Rating of the instrument Long term rating [ICRA] AA-/Stable (pronounced as ICRA double A
minus) with a Stable Outlook
Issue Size 12,50,00,000 NCCRPS, aggregating to INR 125,00,00,000
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.
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, interest at the rate of
9.30% p.a. on the amount allotted, from and including the date of receipt of
application money in the Designated Account till one day prior to Deemed
Date of Allotment, subject to applicable tax laws.
Page 64 of 96
Interest on Refund Amount The Company shall pay to the successful applicants, interest at the rate of
(excluding the valid rejections) 9.30% p.a. on the refund amount, from and including the date of receipt of
the money in the Designated Account till one day prior to Deemed Date of
Allotment, subject to applicable tax laws.
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, 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.
Face Value Rs. 10 per NCCRPS

Premium / Discount on Issue NIL
Issue Price Rs. 10 per NCCRPS
Tenor 7 years (84 months) from the Deemed Date of Allotment
December 1, 2022
Redemption Date* *Redemption date may change based on the actual Deemed Date of
Allotment
Dividend Rate 8.50% per annum
Dividend Payment Frequency Annual
Redemption Premium/Discount NIL
Redemption Price Rs. 10 per NCCRPS
Redemption Amount Rs. 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. 1 crore (1,000,000 NCCRPS) and in multiples of Rs. 1 crore (1,000,000
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.)
pursuance of Business
Day convention
Tue, 01-Dec-2015^ - - - - -10.0000

Thu, 01-Dec-2016 - 1-Dec-15 30-Nov-16 366 0.8523
Fri, 01-Dec-2017 - 1-Dec-16 30-Nov-17 365 0.8500
Sat, 01-Dec-2018 Mon, 03-Dec-2018 1-Dec-17 30-Nov-18 365 0.8500
Sun, 01-Dec-2019 Mon, 02-Dec-2019 1-Dec-18 30-Nov-19 365 0.8500
Tue, 01-Dec-2020 - 1-Dec-19 30-Nov-20 366 0.8523
Wed, 01-Dec-2021 - 1-Dec-20 30-Nov-21 365 0.8500
Page 65 of 96
Thu, 01-Dec-2022* - 1-Dec-21 30-Nov-22 365 10.8500

Notes & Assumptions:
a. ^ Adjustment of application money paid by the Investors on account of allotment of NCCRPS.
*Inclusive of redemption amount of Rs. 10 per NCCRPS.
b. Dividend amount has been calculated @ 8.50% p.a. rounded off to four decimals per NCCRPS.
c. In pursuance of clause on Business Day Convention, all days (other than Saturdays and Sundays) on which the
banks are open for business in Mumbai, have been considered as Business Days.
d. The Third Dividend Payment Date is falling on 01-Dec-2018 which is a Saturday and therefore not a Business Day.
Likewise the Fourth Dividend Payment Date is falling on 01-Dec-2019, which is a Sunday and therefore not a
Business Day. As per Business Day Convention, if any Dividend Payment Date falls on a day that is 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. Therefore, 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.
e. For the purpose of the above illustration, it has been assumed that only Saturdays and all Sundays are non- 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.
f. If the Deemed Date of Allotment is preponed/ postponed, 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.
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, 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.
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, 2013 and/ or any other applicable provisions, if any
of the Companies Act, 2013 or any other law thereat.
Terms of Redemption At the option of the Issuer, 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, 2013. In accordance with section 55 of
the Companies Act, 2013, redemption of the NCCRPS will be made
either out of the profits of the Company or fresh issue of shares.
Right of Instrument Holders In pursuance of Sub- Section (2) of section 47 of the Companies Act,
2013, every member of a Company and holding any NCCRPS shall, in
respect of such capital, have a right to vote only on resolutions placed
before the Company which directly affect the rights attached to his
NCCRPS and, 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.
Additionally, in accordance with the second proviso to Sub-Section (2) of

Section 47 of the Companies Act, 2013, in case where the dividend in
respect of NCCRPS has not been paid for a period of two years or more,
then such NCCRPS Holders shall have a right to vote on all the
resolutions placed before the Company.
Page 66 of 96
Mode of redemption Out of profit or out of fresh issue of capital or both

Discount at which non- 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, without assigning any reason
for such rejections.
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, as may be determined by the
Board/Committee thereof in consultation with the Stock Exchanges, if
necessary.
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.
1. 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, if any, would be refunded as mentioned hereinafter.
2. 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.e. on November 30, 2015.
the Investors can remit the application money through electronic mode for
credit of the following Designated Account of the Issuer.
Bank Name Kotak Mahindra Bank Limited

Bank Branch Name Mittal Court, Nariman Point
Bank Branch Code 958
Account Title Thomas Cook (India) Limited NCCRPS 2015
Account No. 2311685181
IFSC Code KKBK0000958
Address of the branch II -5C , Mittal Court, 224, Nariman Point Mumbai- 400021 Maharashtra
Page 67 of 96
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, and are eligible to receive Dividend.
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), Electronic Clearing
Service (ECS), 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), 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, payment of Dividend shall be directly credited through SWIFT,
ECS, 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, the
Company shall make payment of all such amounts by way of cheque(s)/
demand draft(s)/ dividend warrant(s), 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, payment of Dividend
shall be directly credited through SWIFT, ECS, 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.
Page 68 of 96
b) Payment on Redemption
The NCCRPS shall be redeemed by the Company, on the Redemption
Date. The Company shall pay the principal amount of the NCCRPS along
with the accrued dividend on the Redemption Date.
(a)In case of NCCRPS held in physical form, the NCCRPS certificate(s),
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 may, at its
discretion, redeem the NCCRPS without the requirement of surrendering
of the certificates by the NCCRPS Holder(s). 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. Hence, the transferee(s), if any, should ensure
lodgment of the transfer documents with the Company/RTA before the
Record Date. In case the transfer documents are not lodged before the
Record Date and the Company dispatches the redemption proceeds to the
transferor, 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. Further, 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,
ECS, 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. Direct credit or
dispatch of cheques/pay order etc., 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
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). The Company will not be
liable to pay any dividend, interest, income or compensation of any kind
beyond the Redemption Date. In case of any delay in surrendering the
NCCRPS for redemption, the Company will not be liable to pay any
dividend, interest, income or compensation of any kind for the late
redemption due to such delay.
Page 69 of 96
(b) In case of NCCRPS held in dematerialized form, no action is required

on the part of the NCCRPS Holder(s) at the time of redemption of the
NCCRPS. 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. The name(s) would be as per
the Depositories' records on the Record Date fixed for the purpose of
Redemption. All such NCCRPS will be simultaneously redeemed through
appropriate debit corporate action. The Company shall compute the
redemption amounts to be paid to each of the NCCRPS Holders. The
redemption proceeds shall be directly credited through SWIFT, ECS,
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
cheque/demand draft for redemption proceeds, 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. 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, 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, income or
compensation of any kind from the date of redemption of the NCCRPS.
Depositories National Securities Depository Limited NSDL
Central Depository Services (India) Limited CDSL
Business Day Convention - All days on which the banks are open for business in Mumbai other
than a Saturday or a Sunday.
- If any Dividend Payment Date falls on a day that is not a Business
Day, 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
- If the Redemption 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
- In the event the Record Date falls on a day which is not a Business
Day, the immediately succeeding Business Day will be considered as
the Record Date.
Record Date 15 days prior to each Dividend Payment Date and the Redemption Date
Day Count Convention All dividend, penal amounts, interest on application money, delay/ default
dividend/interest shall be computed on an actual/actual basis rounded off
to the nearest Rupee. Where the period for which such amounts are to be
calculated (start date to end date) includes February 29, dividend shall be
computed on 366 days- a-year basis.
Default in payment of Dividend In case of default in payment of Dividend and/or principal redemption on
the due dates, additional dividend of at least @ 2%* p.a. over the dividend
rate will be payable by the Company for the defaulting period.
Delay in Listing In case of delay in listing of the NCCRPS beyond twenty (20) days from
the Deemed Date of Allotment, the Company will pay penal amount of at
least 1%* p.a. 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.
Page 70 of 96
* The rates mentioned in above cases are the minimum rates payable by the
Company and are independent of each other.
Who can apply Overseas entity/(ies)belonging to the Fairfax Group, promoters of the
Company
The eligibility of the above class of investor is subject to compliance with

their respective investment norms, eligibility norms and applicable
rules/regulations/ guidelines laid down by Government of India, SEBI, RBI
or any other statutory body/ regulator, from time to time.
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.
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, 2015
Issue Closing Date Monday November 30, 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, 2015
Allotment ^
* 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.
^ or such other date as may be decided by the Issuer at its sole discretion,
from which the benefits of the NCCRPS shall accrue to the Allottees.
ADDITIONAL COVENANT
Delay in Dispatch of Allotment letters or Refund Orders:
The Issuer agrees that allotment of non- convertible redeemable preference shares (NCCRPS) offered shall be made
not later than fifteen days (15) of the closure. The Issuer further agrees that, in such cases, it shall pay interest at the
rate of fifteen percent per annum (15%), if the allotment letters of refund orders have not been dispatched to the
applicants of if, in a case where the refund or portion thereof is made in electronic manner, 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.
Page 71 of 96
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.
An application made by any other person will be deemed as an invalid application and rejected. Only the below
mentioned class of investors can apply:-
Overseas entity/(ies) belonging to the Fairfax Group, promoters of the Company.
The NCCRPS can be applied for only in Dematerialised format.
Applications under Power of Attorney/ Relevant Authority
In case of an application made under a Power of Attorney or resolution or authority, 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, failing which, the Company reserves the full, unqualified
and absolute right to accept or reject any application in whole or in part and in either case without assigning any
reason thereto. Names and specimen signatures of all the authorised signatories must also be lodged along with the
submission of the completed application. Further modifications/ additions in the Power of Attorney or authority
should be notified to the Company at its registered office.
Who cannot apply
Any application received from any class of investors other than those mentioned above in the heading Who can
apply cannot apply.
DISCLAIMER
PLEASE NOTE THAT ONLY THOSE PERSONS TO WHOM THIS IM HAS BEEN SPECIFICALLY
ADDRESSED ARE ELIGIBLE TO APPLY. HOWEVER, AN APPLICATION, EVEN IF COMPLETE IN ALL
RESPECTS, IS LIABLE TO BE REJECTED WITHOUT ASSIGNING ANY REASON FOR THE SAME. THE
COMPANY MAY, BUT IS NOT BOUND TO REVERT TO ANY INVESTOR FOR ANY ADDITIONAL
DOCUMENTS/ INFORMATION, AND CAN ACCEPT OR REJECT AN APPLICATION AS IT DEEMS FIT.
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, REGULATIONS, ETC. EACH OF THE ABOVE CATEGORIES OF INVESTORS IS
REQUIRED TO CHECK AND COMPLY WITH EXTANT RULES/ REGULATIONS/ GUIDELINES, ETC.
GOVERNING OR REGULATING THEIR INVESTMENTS AS APPLICABLE TO THEM AND THE COMPANY
IS NOT, IN ANY WAY, DIRECTLY OR INDIRECTLY, RESPONSIBLE FOR ANY STATUTORY OR
REGULATORY BREACHES BY ANY INVESTOR, NEITHER IS THE COMPANY REQUIRED TO CHECK OR
CONFIRM THE SAME.
PLEASE NOTE THAT, BY SIGNING THE APPLICATION FORM, THE INVESTOR ACKNOWLEDGES THAT
THE INVESTOR IS DULY AUTHORISED, WHETHER UNDER APPLICABLE LAW, OR UNDER THE
INVESTORS CONSTITUTION DOCUMENTS OR OTHERWISE TO SUBSCRIBE TO THE ISSUE AND THE
PERSON SIGNING THE APPLICATION FORM IS A DULY AUTHORISED SIGNATORY IN THIS REGARD.
Rejection of Applications
Application may be rejected on one or more technical grounds, including but not restricted to:
Applications not duly signed by the sole/joint applicants.

Amount paid doesnt tally with the amount payable for the NCCRPS applied for.
Page 72 of 96
Application by persons not competent to contract under the Indian Contract Act, 1872 including
minors (without the name of guardian) and insane persons.
PAN not mentioned in the Application Form.
GIR number furnished instead of PAN.
Applications for amounts greater than the maximum permissible amounts prescribed by applicable
regulations.
Applications by persons/entities who have been debarred from accessing the capital markets by SEBI.
Applications by persons not eligible as per this IM.
Any application for an amount below the minimum application size i.e. INR 10,000,000.
Application for number of NCCRPS, which are not in multiples of INR 10,000,000 or is less than the
minimum application size i.e. INR 10,000,000.
Applicants details not provided in Application Form.
Application under power of attorney or by limited companies, corporate, trust, etc., where relevant
documents are not submitted.
Applications accompanied by stockinvest / money order / postal order.
In case the subscription amount is paid in cash.
Demat details not provided or is incorrect or inadequate.
Application Forms not accompanied by UTR Confirmation or acknowledgement slip in prescribed
format for receipt of Application Money.
For further instructions regarding application for the NCCRPS, Investors are requested to read the instructions
provided in the Application Form.
How to Apply
Our Company shall circulate copies of the IM along with the serially numbered Application Form, either in
electronic or physical form, to the Applicants and the Application Form will be specifically addressed to such
Applicants. In terms of section 42(7) of the Companies Act, 2013, our Company shall maintain complete records of
the Applicants to whom the IM and the serially numbered Application Form have been dispatched. 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.
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. Application Forms must be accompanied by with UTR
confirmation or acknowledgement slip in prescribed format for payment made. The payments made by way of
SWIFT/ ECS/ RTGS will have to be made to the Companys bank account details as below:-
Beneficiary Name : Thomas Cook (India) Limited

Bank Name : Kotak Mahindra Bank Limited
Bank Branch Name : Mittal Court, Nariman Point
Bank Branch Code : 958
Account Title : Thomas Cook (India) Limited NCCRPS 2015
Account No. : 2311685181
IFSC Code : KKBK0000958
Address of the bank branch : II-5C, Mittal Court, 224, Nariman Point, Mumbai 400021, Maharashtra
The account shall be referred to as the Designated Account.
The Board / Committee of Directors, as the case may be, reserves its full, unqualified and absolute right to accept or
reject any application in whole or in part and in either case without assigning any reason thereof. Payment made
through cash, money orders, postal orders and stockinvest WILL NOT be accepted.
Submission of Documents by Applicants
In addition to the UTR confirmation, the Applicants shall submit the following additional documents along with the
Application Form:
Page 73 of 96
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, where applicable
Self-certified copy of client master issued by the depository participant
Self-attested copy of power of attorney granted to the managers, officers or employees to transact
business on its behalf, if any
Necessary forms for claiming exemption from deduction of tax at source on the interest on
application money, if applicable.
For Applications by entities in the nature of Trusts
Self-attested copy of certificate of registration, 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-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, if any, granted to transact business on its behalf
Self-attested copy of any officially valid document to identify the trustees, settlors, beneficiaries
and those holding power of attorney, founders/managers/ directors and their addresses
Necessary forms for claiming exemption from deduction of tax at source on the interest on
application money, if applicable.
Further, 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, (b)
they have obtained all necessary approvals, consents or other authorisations, which may be required under applicable
statutory and/or regulatory requirements to invest in NCCRPS, 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.
IMPORTANT:
PLEASE NOTE THAT WHILE MAKING THE PAYMENT OF THE APPLICATION AMOUNT
THROUGH ELECTRONIC MODE SUCH AS RTGS, THE NAME OF THE APPLICANT AND THE
APPLICATION FORM NUMBER MUST BE INCLUDED IN THE RTGS INSTRUCTION
SLIP/INSTRUCTION SLIP FOR TRANSFER OF FUNDS.
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,
without assigning any reason for such rejections.
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, as may be determined by the
Board/Committee thereof in consultation with the Stock Exchanges, if necessary.
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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.
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, if any, would be refunded as mentioned
hereinafter.
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, as confirmed by the UTR Confirmation;
Notwithstanding the above, the Company reserves the right to determine the Basis of Allotment at its sole discretion.
For further clarity, please refer to the section titled How to Apply.
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. Pending allotment, 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, 2013. In case no demat details are provided in the Application Form or such details is
incomplete or insufficient, the Issuer reserves the right to hold the Application Money till such details are provided
accurately. 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, as the case may be, by Registered Post/ Speed Post or as per extant
postal rules at the sole risk of the applicant, within seven (7) days from the date of closing of the issue. 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, the Company shall repay such monies to the Applicants within fifteen (15) days from the date of closure of
the issue. If the Company fails to repay the payments within the aforesaid period, it shall be liable to repay that
money with interest at the rate of 15% per annum for the delayed period. 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, the Company shall repay the moneys to the extent of such excess
forthwith. Refunds shall be made by way of NEFT or RTGS or other means applicable for Payment of Dividend as
specified below.
Issue of Duplicate NCCRPS Certificate(s)
In case of NCCRPS held in physical form, if any NCCRPS Certificate(s) is/are mutilated or defaced or the pages for
recording transfers of NCCRPS are fully utilised, 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. Provided,
where the NCCRPS Certificate(s) is/are mutilated or defaced, the same will be replaced as aforesaid, only if the
Certificate Number, NCCRPS Holder Name and the Distinctive Numbers are legible. If any NCCRPS Certificate(s)
is/ are destroyed, stolen or lost, then upon production of proof thereof to the satisfaction of the Company and upon
furnishing such indemnity/ security and or other documents, as the Company may deem adequate, duplicate
NCCRPS Certificate(s) shall be issued subject to the charge for the same being borne by the NCCRPS Holder.
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. Investors shall hold the NCCRPS in demat form and
deal with the same as per the provisions of Depositories Act, and the rules as notified by NSDL/ CDSL, from time to
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time. Investors should, therefore mention their DP's name, 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. The Applicant(s) has to hold the
said NCCRPS only in dematerialized form. 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.
Dividend rate
The Investors will receive dividend at the rate specified in this IM. Payment will be made by the Company by way of
direct credit through Society for Worldwide Interbank Financial Telecommunications (SWIFT), Electronic Clearing
Service (ECS), 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), 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.
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, and are eligible to receive dividend. 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), Electronic Clearing Service (ECS), 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), 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. For holders of NCCRPS in demat format, payment
of dividend shall be directly credited through SWIFT, ECS, 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.
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.
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.
Payment of Redemption
The NCCRPS shall be redeemed by the Company, on the Redemption Date. The Company shall pay the principal
amount of the NCCRPS along with the accrued dividend, if any, on the Redemption Date.
Procedure for Redemption
(a) NCCRPS held in physical form
The NCCRPS Certificate(s), 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 may, at its discretion, redeem the NCCRPS without the requirement of surrendering of the certificates
by the NCCRPS Holder(s). Redemption proceeds in the manner stated below will be paid to those NCCRPS Holders
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whose names stand in the Register of NCCRPS Holders maintained by the Company on the record date fixed for the
purpose of redemption.
Hence, the transferee(s), if any, should ensure lodgement of the transfer documents with the Company/RTA before
the record date. In case the transfer documents are not lodged before the record date and the Company dispatches the
redemption proceeds to the transferor, 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. Further, 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, ECS, 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. Direct credit or dispatch of cheques/pay order etc., 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 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, interest, income or
compensation of any kind beyond the Redemption Date. In case of any delay in surrendering the NCCRPS for
redemption, the Company will not be liable to pay any dividend, interest, income or compensation of any kind for the
late redemption due to such delay. Also, in case the redemption falls on a holiday, the payment will be made on the
immediately succeeding business day.
(b) NCCRPS held in Dematerialized Form
In case of the NCCRPS held in dematerialized form, no action is required on the part of the NCCRPS Holder(s) at the
time of Redemption of the NCCRPS. 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. The name(s) would
be as per the Depositories' records on the record date fixed for the purpose of Redemption. All such NCCRPS will be
simultaneously redeemed through appropriate debit corporate action. The Company shall compute the redemption
amounts to be paid to each of the NCCRPS Holders. The redemption proceeds shall be directly credited through
SWIFT, ECS, 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
cheque/demand draft for redemption proceeds, 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. 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, 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,
income or compensation of any kind from the date of redemption of the NCCRPS.
Buy-Back of NCCRPS
Subject to the provisions of sections 68 and 70 of the Companies Act, 2013 and the rules made there under, other
applicable regulatory provisions, if any, the Company may from time to time buyback the NCCRPS at a discount, at
par, or at a premium.
Rights of NCCRPS Holders
The NCCRPS Holders shall have such rights as specified in the Articles of Association and the Companies Act. In
pursuance of sub-section (2) of section 47 of the Companies Act, 2013, every member of a Company and holding
any NCCRPS shall, in respect of such capital, have a right to vote only on resolutions placed before the Company
which directly affect the rights attached to his NCCRPS and, 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. However,
the second proviso to sub-section (2) of Section 47 of the Companies Act, 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, such holder(s) of
NCCRPS shall have a right to vote on all the resolutions placed before the Company.
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Modification of Rights
The rights, privileges, terms and conditions attached to the NCCRPS may be varied, modified or abrogated in
accordance with the provisions of the Companies Act.
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, subject to the laws prevalent at the time of transfer/transmission. The NCCRPS shall be
transferred and/or transmitted in accordance with the applicable provisions of the Companies Act. 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, mutatis mutandis (to the extent applicable to NCCRPS)
to the NCCRPS as well. In respect of the NCCRPS held in certificate form, a suitable instrument of transfer as may
be prescribed by the Company may be used for the same. 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. The transferee(s) should
ensure that the transfer formalities are completed prior to the record date. In the absence of the same, dividend will
be paid/redemption will be made to the person, whose name appears in the Register of NCCRPS Holders/records of
the Depository. In such cases, claims, if any, by the transferee(s) would need to be settled with the transferor(s) and
not with the Company. 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.
Succession
On the death of a member, the survivor or survivors where he member was a joint holder, and his nominee or
nominees or legal representatives where he was a sole holder, shall be the only persons recognized by the Company
as having any title to his interest in the NCCRPS. 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.
Any person becoming entitled to a NCCRPS in consequence on the death or insolvency of a member may, upon such
evidence being produced as may from time to time properly be required by the Board and subject as hereinafter
provided elect, 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. The Board shall, in either case, have the same right to decline or
suspend registration as it would have had, if the deceased or insolvent member had transferred the NCCRPS before
his death or insolvency. If the person so becoming entitled shall elect to be registered as holder of the NCCRPS
himself, he shall deliver or send to the Company a notice in writing signed by him stating that he so elects. If the
person aforesaid shall elect to transfer the NCCRPS, he shall testify his election by executing a transfer of the
NCCRPS.
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,
except that he shall not, 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. However, the Board may, at any
time, give notice requiring any such person to elect either to be registered himself or to transfer the NCCRPS, and if
the notice is not complied with within ninety days, the Board may thereafter withhold payment of all dividends,
bonuses or other monies payable in respect of the NCCRPS, until the requirements of the notice have been complied
with.
Register of NCCRPS Holders
NCCRPS Register means the register of NCCRPS Holders maintained by the Registrar and Transfer Agent and/or
the Company.
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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, further NCCRPS
and/or to raise further capital, loans, advances and/or avail further financial and/or guarantee facilities from financial
institutions, banks and/or any other person(s) or entities in any other form, without any approval/ consent from or
intimation to the NCCRPS Holders.
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, pursuant to the provisions contained herein above, to the sole/first
transferees. All notices to be given by the NCCRPS Holder(s), 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.
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.
As per the provisions of Depositories Act, the NCCRPS issued by the Company can be held in a dematerialized/
electronic form, i.e., not in the form of physical certificate but be fungible and be represented by the statement issued
through electronic mode.
In this context:
(a) Agreements have been signed by the Company with NSDL/CDSL for offering a depository option to the
investors.
(b) The Applicant(s) must have at least one beneficiary account with any of the DP of NSDL/CDSL prior to
making the application.
(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.
(d) NCCRPS allotted to the Applicant(s) will be credited directly to the Applicant's Beneficiary Account with
his/their DP.
(e) Names in the Application Form should be identical to those appearing in the Beneficiary Account details in
the Depository. In case of joint holders, the names should necessarily be in the same sequence as they
appear in the account details in the Depository.
(f) If incomplete/ incorrect details are given under the heading 'Applicants depository details' in the
Application Form, it is liable to be rejected.
(g) The address, nomination details, bank account details and other details of the applicant as registered with his
DP shall be used for all correspondence with the Applicant(s). The Applicant(s) are therefore responsible for
the correctness of his demographic details given in Application Form vis--vis those with his/their DP. In
case information is incorrect or insufficient, the Company would not be liable for losses, if any.
(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 case of those NCCRPS for which the beneficial owner is not
identified by the Depository as on the Record Date, the Company would keep in abeyance the payment of
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dividend/ redemption amount, till such time that the beneficial owner is identified by the Depository and
conveyed to the Company, whereupon the dividend/interest or benefits will be paid to the beneficiaries, as
identified.
Please Note That the Issue of NCCRPS shall be in DEMAT FORM only.
Effect of Holidays
Should any of the dates defined above or elsewhere in the IM fall on a Saturday, Sunday or a Public Holiday in
Mumbai, the succeeding business day shall be considered as the effective date. If any Dividend Payment Date falls on a
day that is not a Business Day, 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. If the Redemption 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.In the event the Record Date falls on a
day which is not a Business Day, the immediately succeeding Business Day will be considered as the Record Date.
Day Count Convention
All dividend, penal amounts, interest on application money, delay/ default dividend/interest shall be computed on an
actual/actual basis rounded off to the nearest Rupee. Dividend shall be computed on an actual day count convention
on the principal outstanding on the NCCRPS i.e. dividend would be calculated on actual/actual day convention on the
principal outstanding on NCCRPS. Where the period for which such amounts are to be calculated (start date to end
date) includes February 29, dividend shall be computed on 366 days- a-year basis.
Obligations of Investors
Notwithstanding anything contained hereinabove, every potential investor/investor of the NCCRPS must read,
understand and accept, and shall be deemed to have read, understood and accepted, the terms and conditions of this
IM prior to investing in the NCCRPS.
As a NCCRPS Holder, every initial investor undertakes by virtue of this IM, that if the initial investor as the
NCCRPS Holder sells the NCCRPS to subsequent investors, the initial investor as the NCCRPS Holder shall ensure
that such subsequent investors receive from the NCCRPS Holder, a copy of this IM, and shall sell the NCCRPS to a
subsequent investor only if such subsequent investor has read, understood and accepted all the terms and conditions
referred to above and is an investor who falls within the specified categories (''Who can apply"). Any such
subsequent investor shall be deemed to have read, understood and accepted the terms and conditions in the
documents referred to above prior to investing in the NCCRPS.
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, understood and accepted all the terms and conditions. The Company would
presume full knowledge of the contents of this IM and a full understanding of the NCCRPS, their nature and the
applicable terms and conditions on the part of any person holding/buying these NCCRPS, and no claim to the
contrary shall be entertained.
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Undertaking by the Company
The Company undertakes that:
(a) It shall attend to the complaints received in respect of the Issue expeditiously and satisfactorily;
(b) The funds required for making refunds, if any, shall be made available on time; 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.
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. Laws
applicable to the Company in general have not been included below. The statements below are based on the current
provisions of Indian law and the judicial and administrative interpretations thereof, which are subject to change or
modification by subsequent legislative, regulatory, administrative or judicial decisions.
Regulations relating to the NCCRPS Issuance & Redemption
The relevant provisions of the Companies Act and the rules made thereunder and Notification No. LAD-
NRO/GN/2013-14/11/6063 dated 12th June, 2013 of SEBI (Issue and Listing of Non-Convertible Redeemable
Preference Shares) Regulations 2013.
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, calculated in accordance with the provisions of the Companies Act,
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, 2013 and the rules made there under and the Articles
of Association of the Issuer. Further any dividend payout is subject to a dividend distribution tax (to the account of
the Company) on the dividend declared, distributed or paid as per the applicable law.
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 Companys 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. 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. In the event any due and payable dividends remain unpaid for a period of 2 years or more, 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, 2013 and the Articles of
Association of the Company.
Liquidation Preference
The NCCRPS shall, on a winding up or repayment of capital, carry a preferential right vis--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.
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X. CREDIT RATING FOR THE NCCRPS
ICRA Limited (ICRA) having its registered office at Kailash Building, 11th Floor, 26, Kasturba Gandhi Marg,
New Delhi110001,vide its letter no. 2015-16/MUMR/0918 dated October 19th , 2015, has assigned a long term
credit rating of [ICRA] AA-/Stable (pronounced as ICRA double A minus) with a Stable Outlook, for the
present issue of Non- Convertible Cumulative Redeemable Preference Shares aggregating to Rs 125 crore. A copy
of the rating rationale from ICRA Limited is enclosed as Annexure 1 to this IM.
Other than the credit rating mentioned hereinabove, 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.
ICRAs 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. ICRAs 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 ICRAs current opinion on the relative capability of the Issuer concerned to
timely service debts and obligations, with reference to the instrument rated. Please visit ICRAs
website www.icra.in or contact any ICRA office for the latest information on ICRA ratings outstanding.
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XI. 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.
The Issuer shall make an application and/or seek listing permission from BSE and NSE within 15 days from the
deemed date of allotment.
In connection with listing of NCCRPS with BSE and NSE, the Issuer hereby undertakes that:
(a) It shall comply with the conditions of listing as specified in the Listing Agreement for the NCCRPS;
(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;
(d) The Issuer and BSE and NSE shall disseminate all information and reports on the NCCRPS including
compliance reports, if any, filed by the Issuers regarding the NCCRPS to the NCCRPS holder(s) and the
general public by placing them on their websites;
(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, in any of the following events:
(i) default by Issuer to pay dividend on the NCCRPS or Redemption amount;

(ii) revision of the credit rating assigned to the NCCRPS
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XII. MATERIAL CONTRACTS & AGREEMENTS INVOLVING FINANCIAL OBLIGATIONS OF THE

ISSUER
By very nature of its business, 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. However, 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. 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 10.00 a.m. and 2.00 p.m. on any working day until
the issue closing date.
A. MATERIAL CONTRACTS AND AGREEMENTS
a. Copy of MOU entered into between the Issuer and the Registrar
b. Copy of Rating Agreement with Rating Agency
c. Copy of Listing Agreement with BSE and NSE
B. DOCUMENTS
a. Memorandum and Articles of Association of the Issuer as amended from time to time.
b. Board Resolution dated 24th October, 2015 approving the issuance of NCCRPS
c. Letter of consent from the Registrars for acting as Registrars to the Issue
d. Application to be made to the BSE and NSE for grant of in-principle approval for listing of NCCRPS
e. 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, 2013 and private placement
offer letter as per Form No.PAS-4 (Pursuant to Section 42 of the Companies Act, 2013 and Rule 14 (1) of
Companies (Prospectus and Allotment of Securities) Rules, 2014.
The Issuer also confirms that this Information Memorandum does not omit disclosure of any material fact which
may make the statements made therein, in light of the circumstances under which they are made, misleading. The
Information Memorandum also does not contain any false or misleading statement.
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.
Signed pursuant to internal authority granted
For Thomas Cook (India) Limited
Authorized Signatories
Place: Mumbai
Date: 27th November, 2015
Page 84 of 96
XIII. DISCLOSURE REQUIREMENTS UNDER FORM NO PAS-4 PRESCRIBED UNDER THE

COMPANIES ACT, 2013
[Pursuant to section 42 of the Companies Act, 2013 and rule 14(1) of Companies (Prospectus and
Allotment of Securities) Rules, 2014]
1. GENERAL INFORMATION
Name of Company Thomas Cook (India) Limited

Address of the registered Thomas Cook Building, Dr. D. N. Road,
office of the Company Fort, Mumbai 400 001
Website of Company www.thomascook.in
Contact No. of registered +91-22-6160 3333
office of the Company
Address of the corporate office Thomas Cook Building, Dr. D. N. Road,
of the Company Fort, Mumbai 400 001
Contact No. of corporate +91-22-6160 3333
office of the Company
Date of Incorporation of 21st October, 1978
Company
Business Carried on by the Please refer to Page nos. 16 to 20 of the IM
Company
Business Carried on by its Please refer to Page nos. 26 to 27 of the IM
subsidiaries
Details of subsidiaries, Please refer to Page nos. 26 to 27 of the IM
branches and units
Brief particulars of the Please refer to Page no. 14 of the IM
management of the Company
Details of the Directors of the Please refer to Page nos. 10 to 14 of the IM
Company
Managements perception of Please refer to Page nos. 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.
Mr. R.R. Thomas President & 022- r.kenkare@in.thom
Kenkare Cook Head- Legal 660914 ascook.com
Building, and Company 13
Dr. D. N. Secretary
Road, Fort,
Mumbai
400 001
Page 85 of 96
2. 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. 125 cr.
Terms of raising of securities Refer Page nos. 64 to 71 of the IM
Validity of Letter of Offer (Period) 1 day i.e. November 30, 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, issued, offered and allotted, in one or more
of the offer or separately in tranches on private placement basis, at the sole and absolute discretion of
furtherance of such objects the Board of Directors, to overseas entity/(ies) belonging to the Fairfax
Group, promoters of the Company.
Principle terms of Assets charged as Not Applicable
Security
Page 86 of 96
3. DISCLOSURES WITH REGARD TO INTEREST OF DIRECTORS, LITIGATION, ETC.
I. Any financial or other material interest of the directors, 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.
Mr. Chandran Ratnaswami, Director (DIN: 00109215), along with his relatives, may be deemed to be
concerned or interested, financially or otherwise, to the extent of shares held, if any and/or having a
position as a Director or Key Managerial Personnel in the overseas entity/(ies) belonging to the Fairfax
Group, promoters of the Company.
II. 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. Remuneration of directors (during the current year and last three financial years);
Please refer to Page no. 14 of the IM
IV. 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.
Please refer to Page nos. 55 to 62 of the IM
V. 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, 2015
The Managerial remuneration aggregating to Rs. 45,371,443 for the 15 months period ended March 31,
2015 paid to the directors, such remuneration aggregating to Rs.2,371,662 is subject to approval of the
shareholders. Further, managerial remuneration aggregating to Rs. 38,858,811 and Rs.6,512,632 exceeded
the permissible limit as prescribed under Schedule V of the Companies Act, 2013 and Schedule XIII of the
Act respectively, and is subject to the approval of the Central Government. Consequential impact on the
financial statements is presently not ascertainable.
Corrective Action taken/planned:
The Company has, since, obtained the approval of the shareholders at the Annual General Meeting held on
27th August, 2015. The Company also has made necessary applications to the Central Government and is
awaiting its approval.
Year ended 31st December, 2013
None
None
Page 87 of 96
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.
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.

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.

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.
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
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
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
XIV. ANNEXURES
1. COPY OF RATING LETTER FROM ICRA LIMITED
Page 91 of 96
Page 92 of 96
Page 93 of 96
2. APPLICATION FORM AND ACKNOWLEDGEMENT SLIP
Sr. No. 001
From,
____________________________
____________________________
____________________________
____________________________
____________________________
____________________________
Tel: _________________________
Fax: ________________________
To,

Dr. D. N. Road, Fort, Mumbai 400 001
Tel: +91-22-6160 3333; Fax: +91-22-66091454
Application No: ___________
Date: ___________
Dear Sirs,
1. Having read and understood the contents of the Information Memorandum dated 27th November, 2015
(IM) in relation to the private placement of the Non Convertible Cumulative Redeemable Preference
Shares (NCCRPS), I/we hereby apply for allotment of the NCCRPS to us. The amount payable on
application as shown below is remitted herewith. Capitalised terms used herein and not defined herein shall
have the meaning given to them in the IM.
2. Notwithstanding anything contained in the IM and the attachments thereto, I/we confirm that I/we have
carefully read and understood the contents, terms and conditions of the IM and the attachments, 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.
3. On allotment, please place my/our name(s) on the Register of Members for NCCRPS. I/We bind ourselves
to the terms and conditions as contained in the IM. I/We confirm that I/We are applying to the NCCRPS as
investors and not as distributors.
4. I/We understand that we are assuming on our own account, all risk of loss that may occur or be suffered by
us including as to the principal, returns on, 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,
except as set out in the IM.
5. I/We undertake that post allotment of NCCRPS, 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, and comply with the
applicable laws, rules, regulations, and in particular, approval of RBI granted for the purpose.
(Please read carefully the instructions on next page before filling this form)
Details
No. of NCCRPS applied (in figures)

No. of NCCRPS applied (in words)
Amount( INR in figures)
Amount ( INR in words)
Page 94 of 96
Applicants 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) LimitedNCCRPS 2015
II -5C , MITTAL COURT
Bank Branch Address 224 , NARIMAN POINT
MUMBAI- 40021
Account No. 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.
__________________________________(Tear here)______________________________
ACKNOWLEDGEMENT SLIP
Details
No. of NCCRPS applied (in figures)

No. of NCCRPS applied (in words)
Amount( INR in figures)
Amount ( INR in words)
(Cheques /Demand Drafts are subject to realization)
INSTRUCTIONS
1. You must complete application in full in BLOCK LETTERS IN ENGLISH.
2. Your Signatures should be made in English or in any of the Indian languages
3. Application forms duly completed in all respects, together with payments in accordance with the IM (See How to Apply).
4. As a matter of precaution against possible mistaken payments under the NCCRPS, you are requested to mention the full
particulars of the bank account, as specified in the application form.
5. In case the full particulars are not given, cheques will be issued in the name of the applicant at their own risk.
6. The Acknowledgement Slip appearing below the Application Form will acknowledge receipt of applications.No separate
receipt will be issued.
7. The application would be accepted as per the terms of the issue outlined in the IM.
8. 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).
Page 95 of 96
3. REPAYMENT SCHEDULE FOR NON-CONVERTIBLE DEBENTURES OUTSTANDING AS AT
30TH SEPTEMBER 2015
Sr. No Due Date Amount of Principal
1 15th April, 2016 33,33,00,000
2 15th April, 2017 33,33,00,000
3 15th April, 2018 33,34,00,000
4 31st August, 2018 33,00,00,000
5 30th August, 2019 33,00,00,000
6 31st August, 2020 34,00,00,000
Page 96 of 96

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Private & Confidential Not for Circulation

Information Memorandum dated: 27th November 2015

Thomas Cook (India) Limited

Registered Office: Thomas Cook Building,

INFORMATION MEMORANDUM ISSUED IN CONFORMITY WITH NOTIFICATION NO LAD-NRO/GN/2013-14/11/6063

ISSUE OF 12,50,00,000 LISTED NON CONVERTIBLE CUMULATIVE REDEEMABLE

INSTRUMENTS OFFERED THROUGH THE OFFER DOCUMENT ARE NON CONVERTIBLE

REGISTRAR TO THE ISSUE

M/s. TSR Darashaw Limited

SR. NO PARTICULARS PAGE NO.

1. DISCLAIMER OF THE ISSUER

B. Verify the accuracy of or to supplement the information herein; and

The IM is made available to investors on the strict understanding that it is confidential.

DISCLAIMER OF THE SECURITIES AND EXCHANGE BOARD OF INDIA

DISCLAIMER OF THE STOCK EXCHANGES

II. DEFINITIONS/ ABBREVIATIONS/TERMS USED

Term Full Form / Meaning

Beneficiary Name : Thomas Cook (India) Limited

Term Full Form / Meaning

III. ISSUER INFORMATION

Name of the Issuer : Thomas Cook (India) Limited

Registered Office & : Thomas Cook Building, Dr. D. N. Road,

Tel. No. : +91-22-6160 3333

Fax No. : +91-22-6609 1454

Compliance Officer of : Mr. R. R. Kenkare

Chief Financial Officer : Mr. Debasis Nandy

Registrar to the Issue : M/S TSR Darashaw Limited

Credit Rating Agency of the ICRA Limited

Auditors of the Issuer : Lovelock & Lewes

Legal Advisors to the Issue : Desai & Diwanji

ISSUE OPENS ON NOVEMBER 30, 2015

DEEMED DATE OF DECEMBER 01, 2015 OR SUCH LATER DATE AS MAY BE

IV. DETAILS OF DIRECTORS OF THE ISSUER

1. CURRENT DIRECTORS OF THE ISSUER

Sr. Name, Age Residential Address Director of Other Directorships

Sr. Name, Age Residential Address Director of Other Directorships

Sr. Name, Age Residential Address Director of Other Directorships

2. CHANGE IN DIRECTORS OF THE ISSUER SINCE LAST THREE YEARS

Name & DIN Date of Date of Reason/ Remarks

Mr. Hoshang S. 00005003 7th December, 31st December, 2012 Resignation

3. BRIEF PROFILE OF THE DIRECTORS OF THE COMPANY

Name of the Profile

4. DETAILS OF REMUNERATION PAID TO THE DIRECTORS IN THE CURRENT YEAR AND

5. DETAILS OF KEY MANAGERIAL PERSONNEL

V. DETAILS OF STATUTORY AUDITORS OF THE ISSUER

1. CURRENT STATUTORY AUDITORS OF THE ISSUER

2. CHANGE IN STATUTORY AUDITORS OF THE ISSUER SINCE LAST THREE YEARS

Name Address Date of Date of Auditor of Remarks

Foreign Exchange (Forex) Business Model

1. Retail purchases/sales of foreign currencies and travelers cheques

The Company provides foreign exchange and payment solutions for:

Foreign exchange for leisure outbound travelers

Travel money and remittances for business travelers

Products and Services

Purchase and Sale of currency notes in 30 destination currencies

II. CORPORATE TRAVEL MANAGEMENT

III. MICE (MEETINGS, INCENTIVES, CONFERENCES & EVENTS)

IV. LEISURE TRAVEL

1. Leisure Travel - Outbound

VI. VISA PROCESSING

VII. CENTRE OF LEARNING

2. AWARDS AND RECOGNITIONS

3. MANAGEMENTS PERCEPTION OF RISK FACTORS: