1. Previous year figures have been regrouped where necessary.

2. The relevant Accounting Standards have been complied with.

3. The results for the year ended December 31, 2008 have been subjected to a statutory audit by the statutory auditors in compliance with Clause 41 of the listing agreement with the Stock Exchanges.

4. The above results were reviewed by the Audit Committee at its meeting held on February 27, 2009 and approved at the meeting of the Board of Directors held on that date.

5. During the year ended December 31, 2008, 13,540 Equity shares of Re. 1 each were issued & allotted under the Thomas Cook Employee Stock Option Plan 2007. Consequently the issued & paid up Equity Share Capital has increased to 160,795,870 shares.

6. Proportionate Dividend amount of Rs.30.9 Lakhs for the quarter ( Previous year - Rs.141.6 Lakhs ) and Rs.158.1 Lakhs for the year ( Previous year - Rs.504.9 Lakhs ) including Corporate Dividend Tax on Preference shares outstanding has been considered in determining the EPS for the quarter and year ended 31st December 2008 respectively.

7. During the year the Company has issued 1% Cumulative Non-Convertible Redeemable Preference Shares of Rs. 10 each amounting to Rs.10,500.0 Lakhs redeemable on 29th January 2009 @ 10% premium. The premium on preference shares was to be adjusted against the Share Premium account arising on the rights issue scheduled to be completed before 31st December 2008. However, the rights issue opened only on December 31, 2008 and got closed on January 14, 2009. The company has adjusted the premium on redemption of preference shares against the Share Premium received on the rights issue. The total proceeds relating to rights issue amounting to Rs. 17,981.0 Lakhs (including premium Rs.17,474.5 Lakhs) was received prior to the date of redemption of preference shares and the resultant premium on rights issue was more than sufficient to adjust the premium on redemption of preference shares.

8. Subsequent to the Annual General Meeting of the Company held on June 27, 2008, the Company has appointed an Executive Director for a period of two years with effect from November 25, 2008 and the company has paid remuneration of Rs. 24.73 Lakhs for the period. The appointment and remuneration of the said Executive Director is subject to the approval of the members in the general meeting and the Central Government of India for which an application has been made.

9. The Company has considered Non Compete Fees paid during the financial year ended December 31, 2007 as an allowable expenditure for the purpose of computing the provision for tax for the year ended December 31, 2007 based on legal opinion. The assessment proceedings for the relevant assessment year have not been completed.

10. During the year ended 31st December 2008, the Company has paid charges of Rs. 319.0 Lakhs on issue of preference shares. This included payments on account of fees paid to Registrar of Companies, franking and stamping charges as well as advisory fees for structuring the preference share issue. The same has been disclosed as an Exceptional Item.

11. The Management has reviewed the operations of its various Branches / Divisions and based on this review during the year ended December 31, 2008, the Management has :

(a) Closed travel/ forex branches and thereby incurred sum of Rs 135.7 Lakhs on account of personnel cost , professional fees and loss on disposal of assets.

(b) Closed a Division in a Subsidiary Company and incurred a sum of Rs. 563.3 Lakhs on account of personnel cost and loss on disposal of assets

(c) Disposed the surplus properties and booked the profit of Rs. 111.3 Lakhs (Previous year Rs. 569.2 Lakhs)

12. Depreciation for the consolidated year ended December 31, 2007 includes one time credit of depreciation in a Subsidiary Company aggregating Rs. 181.3 Lakhs, on account of alignment of policy with the Holding Company.

13. During the current year, the Company came out with 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 (hundred) fully paid up Equity Share held by the existing shareholders on the record date December 27, 2008. Pursuant to this the company, at its committee meeting held on January 21, 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 17,981.0 Lakhs.

14. The Board of Directors recommends a dividend of Rs. 0.375 per equity share (Previous year Rs. 0.50 per equity share).
During the year ended 31st December 2008, the Company has paid charges of Rs. 319.0 Lakhs on issue of preference shares. This included payments on account of fees paid to Registrar of Companies, franking and stamping charges as well as advisory fees for structuring the preference share issue. The same has been disclosed as an Exceptional Item.

Madhavan Menor
Managing Director