1 General Information :
 
 Thomas Cook (India) Limited (the Company) is a Public Limited
 Company listed on the Bombay Stock Exchange (BSE) and the National
 Stock Exchange (NSE). The Company is engaged in diversified businesses
 primarily working as Authorised Foreign Exchange Dealer. The Company is
 also engaged in Tour and Travel Business and working as Travel Agent
 and Tour Operator.
 
 (a) Rights, preferences and restrictions attached to shares
 
 Equity Shares:-The Company has one class of equity shares having a par
 value of Rs. 1/- per share. Each shareholder is eligible for one vote
 per share held. The dividend proposed by the Board of Directors is
 subject to the approval of the shareholders in the ensuing Annual
 General Meeting, except in case of interim dividend. In the event of
 liquidation, the equity shareholders are eligible to receive the
 remaining assets of the Company after distribution to preference
 shareholders of all preferential amounts, in proportion to their
 shareholding.  Preference Shares:- 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 issued on 7th February, 2007 to
 the erstwhile shareholders of LKP Merchant Financing Limited (presently
 known as LKP Finance Limited) pursuant to the Scheme of Amalgamation
 without payment being received in cash. The terms of redemption of
 these preference shares are given in Note (f).
 
 (b) Terms of securities convertible into Equity Shares Class B
 Preference Shares :-
 
 If the EPS of the Company for any financial year during the Earn out
 period first exceeds Rs. 30.30/-, each Class B Preference Share shall
 be converted into 1 (One) equity share of the Company within 6 (six)
 months from the expiry of the said Financial Year. The number of the
 equity shares to be issued upon conversion of the Class B Preference
 shares shall be proportionately adjusted in case of any subdivision of
 equity shares or Bonus issues of equity shares during the Earn Out
 period. Provided however that if the EPS of the Company does not exceed
 Rs. 30.30/- for any Financial Year comprised in the Earn Out period ,
 each Class B Preference share shall be redeemed by the Company at par
 within 6 (Six) months from the expiry of the Earn Out period.
 
 Class C Preference Shares :-
 
 If the EPS of the Company for any financial year during the Earn out
 period first exceeds Rs. 36.40, each Class C Preference Share shall be
 converted into 1 (one) equity share of the Company within 6 (six)
 months from the expiry of the said Financial Year. The number of the
 equity shares to be issued upon conversion of the Class C Preference
 shares shall be proportionately adjusted in case of any subdivision of
 equity shares or Bonus issues of equity shares during the Earn Out
 period. Provided however that if the EPS of the Company does not exceed
 Rs. 36.40 for any Financial Year comprised in the Earn Out period ,
 each Class C Preference share shall be redeemed by the Company at par
 within 6 (Six) months from the expiry of the Earn Out period.
 
 Pursuant to sub division of equity share capital of Company in May
 2007, wherein the face value of one equity share of Rs. 10 each was
 sub-divided into ten equity share of Rs. 1 each, the aforesaid EPS
 figures have respectively been adjusted to Rs. 3.03/- and Rs. 3.64/-
 per the terms of issue of those shares. Both Class B and Class C
 Preference Shares will be due for redemption on 31st December, 2013 if
 not converted before the said date.
 
 2 Employees Stock Option Schemes
 
 Thomas Cook Employees Stock Option Plan -2007
 
 The Company has established an Employee Stock Option Plan called
 -Thomas Cook Employees Stock Option Plan - 2007. The same has
 been approved by a Special Resolution passed by the Shareholders by a
 Postal Ballot on 23rd March, 2007.
 
 The Scheme is in accordance with the provisions of Securities and
 Exchange Board of India (SEBI)- (Employee Stock Option Scheme and
 Employee Stock Purchase Scheme) Guidelines ,1999. The exercise price is
 as governed by the guidelines issued by SEBI.
 
 The objectives of this plan are :
 
 (a) Motivate talent in the organization with a view to achieve long
 term business goals.
 
 (b) Retain key talent in the organization
 
 (c) Foster ownership and motivation.
 
 The grant of options to employees under the stock option scheme is on
 the basis of their performance and other eligibility criteria. Each
 option will entitle the participant to one equity share of Thomas Cook
 (India) Limited. The unvested options shall vest with the participant
 in 3 equal annual installments on each of the anniversaries from the
 Grant Date.
 
 Thomas Cook Save As You Earn (SAYE) -2010
 
 Further to the Thomas Cook Employees Stock Option Plan - 2007, the
 Company has established a Thomas Cook Save As You Earn (SAYE), Scheme -
 2010. The SAYE scheme has been approved by a Special Resolution passed
 on 14th December, 2010, by the shareholders by means of a Postal Ballot
 and shall be effective from that date. SAYE is a Monthly Savings
 Contribution Scheme available to all employees of Thomas Cook (India)
 Limited and its subsidiaries provided that they have completed at least
 6 months in the organization.
 
 The objectives of the SAYE Scheme -2010 are same as Thomas Cook
 Employees Stock Option Plan -2007.
 
 SAYE allows employees to save a part of their net pay every month which
 gets deposited with a bank in a recurring deposit account carrying
 fixed rate of interest. At the end of 3 years, employees have the
 option to either purchase specific number of equity shares of Thomas
 Cook (India) Limited at the predetermined exercise price or withdraw
 the monthly savings contributions along with interest accrued.
 
 Each option will entitle the participant to one equity share of Thomas
 Cook (India) Limited. The maximum number of options granted per
 participant per grant will not exceed 200,000 (Two Hundred Thousand)
 equity shares. The maximum number of equity shares that may be issued /
 transferred pursuant to the exercise of options granted under the SAYE
 scheme shall not exceed 3,000,000 (Three Million) equity shares.
 
 Vesting under the scheme is linked to the continued association with
 the Group. The options would vest only when an employee has completed
 the committed 36 monthly contributions. The exercise period would not
 be more than one month from the date of vesting.
 
 During the year ended December 31, 2012, a total of 1,151,332 (Previous
 Year-199,663) equity shares of Rs. 1 each were issued and allotted
 under the Thomas Cook Employee Stock Option Plan - 2007. Consequently,
 the issued and paid up Equity Share Capital has increased to
 213,158,694 shares.
 
 The Company has granted share options under the Company''s Employees
 Stock Option Plan and share options outstanding as at December 31, 2012
 are 3,042,009 (Previous Year - 5,924,654). Of these 58,140 (Previous
 Year -129,973) option have vested in 2008, 330,180 (Previous Year -
 500,347) have vested in 2009, 330,180 (Previous Year - 615,992) have
 vested in 2010, 180,539 (Previous Year - 1,163,709) have vested in
 2011, 748,701 (Previous Year - 1,372,818) have vested in 2012 and
 1,116,997 (Previous Year - 1,675,873) will vest in 2013, 277,272
 (Previous Year - 465,942) will vest in 2014.
 
 (b) Defined Benefit Plans
 
 The disclosures in respect of gratuity, a defined benefit scheme (based
 on Actuarial Valuation) are as follows -
 
 This does not include gratuity liability of Rs. Nil (Previous Year Rs.
 629,138) and charge of Rs. 16,555 (Previous YearRs. 176,040) in respect
 of Sri Lanka branch.
 
 * The discount rate is based on the prevailing market yields of Indian
 government securities as at the balance sheet date for the estimated
 term of the obligations.
 
 ** The expected rate of return on plan assets is based on the average
 long term rate of return expected on investments of the Fund during the
 estimated term of the obligations.
 
 *** The estimates of the future salary increases considered takes into
 account the inflation, seniority, promotion and other relevant factors.
 
 3 The entire Promoter Shareholding of 163,471,449 Equity Shares of the
 Company that was pledged on January 10, 2012 was released from pledge
 on August 14, 2012. The aforesaid Promoters'' stake was transferred to
 Fairbridge Capital (Mauritius) Limited (Fairbridge), a step down
 subsidiary of Fairfax Financial Holdings Limited, Canada, on August 14,
 2012 at Rs. 50/- per equity share in terms of the share purchase
 agreement amongst themselves. Further, Fairbridge has acquired
 22,182,276 shares from the Non-promoters through the open offer at a
 price of Rs. 65.48/- per equity share in terms of the provisions of
 Securities & Exchange Board of India (Substantial Acquisition of Shares
 and Takeovers) Regulations, 2011, which was transferred to it on August
 14, 2012. The same was communicated to the Stock Exchanges at the
 relevant times.
 
 4 Related Party Disclosures
 
 (A) Enterprises where control exists
 
 (i) Holding Company Fairbridge Capital (Mauritius) Limited, Mauritius
 holds 87.10% of Equity Shares of the Company.
 
 Fairbridge Capital (Mauritius) Limited is a step down subsidiary of
 Fairfax Financial Holdings Limited, Canada the Ultimate Holding
 Company.
 
 (ii) Subsidiary Companies Travel Corporation (India) Limited
 
 Thomas Cook Insurance Services (India) Limited
 
 Indian Horizon Travel and Tours Limited
 
 Thomas Cook Tours Limited
 
 TC Visa Services (India) Limited
 
 Thomas Cook (Mauritius) Holding Company Limited
 
 Thomas Cook (Mauritius) Operations Company Limited
 
 Thomas Cook (Mauritius) Holidays Limited
 
 Thomas Cook (Mauritius) Travel Limited
 
 Thomas Cook Lanka (Private) Limited (w.e.f 1st August, 2012)
 
 (B) Other Related Parties with whom the Company had transactions during
 the year
 
 (i) Fellow Subsidiaries Thomas Cook AG, Germany (upto 14th August,
 2012)
 
 Thomas Cook Tour Operations Limited, UK (upto 14th August, 2012)
 
 Thomas Cook Signature Limited, UK (upto 14th August, 2012)
 
 Neckermann Reisen, Germany (upto 14th August, 2012)
 
 Thomas Cook Overseas Limited, Egypt (upto 14th August, 2012)
 
 (ii) Key Management Personnel Madhavan Menon
 
 R. R. Kenkare
 
 Madhav Pai (w.e.f 17th August 2012)
 
 Ambreesh Mahajan (w.e.f 15th November 2012)
 
 Debasis Nandy (w.e.f 18th August 2012)
 
 Vinayak K. Purohit (upto 17th August 2012)
 
 Rakshit Desai (upto 16th July 2012)
 
 Dr. D. Prasanth Nair (upto 10th May 2012)
 
 Amitabh Pandey (upto 31st August 2012)
 
 (iii) Relatives of Key Management Lili Menon Personnel
 
 5 Employees of the Company and other parties misappropriated assets
 aggregating to Rs. 5,333,646 during the year. The Company has recovered
 Rs. 3,357,363 so far. The cases are under investigation and Company has
 taken steps for recovering the balance amount.
 
 6 Acquisition of 74% stake in IKYA Human Capital Solutions
 
 On 5th February, 2013 the Company has signed an investment agreement
 for acquiring 74 % interest in IKYA Human Capital Solutions Private
 Limited for a consideration of Rs. 2,563 million. The transaction is
 subject to various closing conditions, conditions precedent as well as
 any regulatory approvals as deemed to be necessary.
 
 7 Transfer of Sri Lanka Business
 
 During the current year, the Company has transferred its Sri Lanka
 Branch business to its wholly owned subsidiary Thomas Cook Lanka
 (Private) Limited with effect from 1st August, 2012 for a consideration
 of Rs. 47.50 million. Consequently the results for current year
 includes results for the Sri Lanka branch for 7 months period ended
 31st July 2012. Accordingly, the figures of the current year are not
 comparable with those of the previous year.
 
 8 Previous Year Figures
 
 The financial statements for the year ended December 31, 2011 had been
 prepared as per the then applicable, pre-revised Schedule VI to the
 Companies Act, 1956. Consequent to the notification of Revised Schedule
 VI under the Companies Act, 1956, the financial statements for the year
 ended December 31, 2012 are prepared as per Revised Schedule VI.
 Accordingly, the previous year figures have also been reclassified to
 conform to this year''s classification. The adoption of Revised
 Schedule VI for previous year figures has not impacted recognition and
 measurement principles followed for preparation of financial
 statements.