TO THE MEMBERS,
Your Directors have pleasure in presenting the Forty Eighth Annual
Report, together with Audited Financial Statements for the financial year ended on March
31, 2025.
OVERVIEW
The World Travel and Tourism's contribution to global GDP totaled $
11.7 Tn. As a share, Travel & Tourism represented this year, 10.3% of global GDP,
while jobs supported by the sector are expected to rise by 14 Mn, reaching 371 Mn
worldwide. By 2034, travel and tourism is projected to contribute $ 16 Tn to global GDP
(more than 11% globally), supporting businesses, destinations and local communities while
facilitating approximately 30 billion tourist visits worldwide (domestic and
international).
Travel & Tourism's economic influence extends beyond airlines and
hospitality companies into local economies through extensive supply chains supporting
agricultural producers, food service providers, retail establishments, financial
institutions and countless small businesses. Indeed, more than two thirds of the sector's
economic contribution flows through indirect or induced channels, including supply chain
effects, government spending and capital investment.
The Indian travel and tourism industry is a significant sector within
the Indian economy, projected to generate revenue exceeding $ 59 Bn by CY 2028, which is
over ? 5,12,356 crores. Foreign Tourist Arrivals (FTAs) are expected to reach 30.5 Mn by
CY 2028, a substantial increase from 9.52 Mn in CY 2023, which saw a 47.9% growth compared
to the previous year. The travel market in India is expected to reach $ 125 Bn by FY 2026
27, up from an estimated $ 75 Bn in FY 2019 20.
According to World Travel & Tourism Council, the industry is
expected to grow at an annual rate of 7.1% in the coming decade, with the Travel &
Tourism GDP projected to grow at an average of 7.1% per annum. The sector contributed
approximately $ 199.6 Bn to India's GDP in CY 2022 and is expected to reach $ 512 Bn by CY
2028. The growth of the sector is driven by various factors, including India's
geographical diversity, its rich cultural heritage, and diverse natural beauty. The
increasing middle income group, higher disposable incomes, and the growing domestic
tourism market have been key drivers of this growth.
In spite of the challenges faced, the outlook for the industry
continues to be optimistic, with an anticipated rise in demand to support ongoing growth.
The government's efforts towards the enhancement of tourist destinations, infrastructure
facilities, and the promotion of various segments of tourism, further bolster the
industry's growth and establish India as a progressively favored destination for
international travelers.
Government Initiatives
Government initiatives have played a crucial role in boosting the
Travel & Tourism sector. The expansion of e Visa facilities, the promotion of
pilgrimage tourism through the PRASHAD Scheme, and the development of tourist circuits
under Swadesh Darshan Scheme are just a few examples. These initiatives, alongside
signifcant investments in infrastructure, are driving the growth of the tourism industry,
contributing to job creation and foreign exchange earnings. The government has adopted a
mission oriented strategy to propel tourism during the Amrit Kaal, accompanied by a
strategic roadmap for the next 25 years. The ambition is to transform India into a premier
global travel destination by 2047, creating an unmatched allure for visitors from around
the world.
Performance overview
Thomas Cook India Group recorded a profit in FY25 with a healthy
contribution from every business and geography to the profitability. Total Income for FY25
was at ? 82,845.3 Mn as compared to ? 74,356.5 Mn in FY24 reporting a growth of 11 %.
Consolidated EBITDA for the FY25 increased to ? 6216.6 Mn from ? 5,717.7 Mn for FY24. This
success can be attributed to the customer centricity, volume growth, increased digits
initiatives and Company's strategic focus on cost optimization. The Company's prudent
financial management is evident from its robust position, with substantial cash and bank
balances held as of March 31,2025 which stood at? 20.7 Bn.
PERFORMANCE HIGHLIGHTS
Standalone performance (FY25 v/s FY24)
Total Income (includes other income) stood at ? 22,439.7 Mn compared
to? 21,511.2 Mn
Total Income from operations stood at ? 20,737.1 Mn compared to ?
19,977.0 Mn
Profit Before Tax and exceptional items stood at ? 1,680.2 Mn compared
to ? 1,489.1 Mn
Profit after tax stood at ? 1,070.0 Mn compared to ? 966.8 Mn
EPS grows to ? 2.30 for FY25 from ? 2.15 in FY 24
Consolidated performance (FY25 v/s FY24)
Total Income (includes other income) stood at ? 82,845.3 Mn from ?
74,356.5 Mn
Total Income from operations stood at ? 81,395.7 Mn from?72,993.5 Mn
Total Earnings Before Interest, Taxes, Depreciation and Amortisation
stood at ? 6,216.6 Mn compared to ? 5,717.7 Mn
On a consolidated basis, PBT before exceptional items and share of
profit from associates and joint venture stood at ' 3,851.8 Mn compared to ' 3,449.3 Mn
Profit after tax stood at ' 2,583.9 Mn compared to ' 2711.1 Mn
EPS grows to ' 5.61 (before exceptional items) for FY25 from ' 5.57 in
FY 24
The above numbers, at both consolidated and standalone levels, include
a Mark to Market non cash, non operational gain of ' 30.4 Mn arising from the Equity
Shares held by the Company in Quess Corp Limited through its Employees Benefit Trust. The
corresponding number in FY 24 was gain of ' 112.4 Mn.
EXTENSIVE NETWORK
As of March 31, 2025, Thomas Cook (India) Limited (TCIL), along with
its subsidiaries, continues to be amongst the largest integrated travel groups in India.
Thomas Cook (India) Limited, is the leading omnichannel travel company in the country
offering a broad spectrum of services including Foreign Exchange, Corporate Travel, MICE,
Leisure Travel, Value Added Services and Visa Services.
Thomas Cook (India) Limited along with its subsidiaries has presence in
28 countries across 5 continents through its branches/ representative offices.
CHANGE IN NATURE OF BUSINESS
Your Company continues to be in the business of Travel and Travel
related services, including financial services. Subsequent to acquisition of Resort
Business from Nature Trails Resort Private Limited (NTRPL), (Wholly owned step down
subsidiary of the Company) on March 19, 2025 through slump sale, Leisure hospitality &
resorts business also forms part of the Business segment of the Company.
DIVIDEND
The Board of Directors of the Company at its meeting held on May 12,
2025, recommend dividend for approval of the members on Equity shares @ 45% i.e ' 0.45
(Rupees Forty Five paise only) per equity share of ' 1/ each due to improved financial
performance for the financial year ended on March 31,2025.
The Dividend recommended is in accordance with the Dividend
Distribution Policy of the Company.
The proposed dividend on the equity share capital will entail a pay out
of ' 211.7 Mn for dividend, subject to withholding of applicable taxes. The Board seeks
approval of the shareholders for the dividend recommended on the equity share capital as
will be outstanding on the date of book closure/ record date.
The above proposal for declaration of dividend forms part of the Notice
of the 48th Annual General Meeting and the relevant Resolution is recommended
for the members approval therein.
Dividend will be payable subject to approval of members at the ensuing
Annual General Meeting and deduction of tax at source, as the case may be, to those
Shareholders whose names appear in the Register of Members as on the book closure/record
date.
GENERAL RESERVE
During the financial year, the Company has transferred ' 0.6 Mn from
Share Option Outstanding Account to General Reserve. The total General Reserve stands at '
1,179.2 Mn as on March 31,2025.
PROMOTERS
Fairfax Financial Holdings Limited
The Promoter of your Company, Fairbridge Capital (Mauritius) Limited
("FCML') is a wholly owned subsidiary of Fairfax Financial Holdings Limited
("Fairfax”), a company incorporated under the laws of Canada and listed on the
Toronto Stock Exchange.
Fairfax is a holding company which, through its subsidiaries, is
primarily engaged in property and casualty insurance and reinsurance and the associated
investment management. Fairfax was founded in 1985 by the present Chair and Chief
Executive Officer, Mr. Prem Watsa. Fairfax has been under present management since 1985
and is headquartered in Toronto, Canada. Fairfax's corporate objective is to achieve a
high rate of return on invested capital and build long term shareholder value. Since 1985,
Fairfax has demonstrated a strong financial track record to achieve an annual compounded
appreciation in book value per share of 18.7% (including dividends). As at December
31,2024, Fairfax has consolidated assets of USD 96.8 billion.
Thomas Cook (India) Limited is a part of the Fairfax group. As of March
31,2025, the promoter holds 63.83% of the total paid up equity share capital of the
Company.
DEPOSITS UNDER CHAPTER V OF COMPANIES ACT, 2013
During the financial year, the Company has not accepted any deposits
within the meaning of Section 73 & 76 of the Companies Act, 2013, read with the Rules
made thereunder, and therefore, no amount of principal or interest on deposit was
outstanding as of the Balance Sheet date. The Company has not availed any loan form its
Directors during financial year.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
During the financial year, all the transactions with related parties
were in the ordinary course of business and on an arm's length basis and there were no
material contracts or arrangements or transactions not at arm's length basis or otherwise.
Therefore, disclosure in Form AOC 2 is not applicable. Details of the related party
transactions as per IND AS 24 are provided in the Standalone and Consolidated financial
statements which forms part of the Annual Report.
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR
COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS OF THE COMPANY AND ITS OPERATIONS
IN FUTURE
There were no significant and material orders passed by the regulators
or courts or tribunals impacting the going concern status of the Company and its
operations in future.
PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS
The particulars of Loans, Guarantees are given in the Corporate
Governance Report which forms part of the Annual Report. Further, Investments are given in
Note 5(a) of Standalone Financial Statements which forms part of Annual Report.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Section 134 of the Companies Act, 2013, with respect to
Directors' Responsibility Statement, it is hereby confirmed that:
i) in the preparation of the annual accounts for the financial year
ended March 31, 2025, the applicable accounting standards have been followed and there
were no material departures;
ii) the Directors have selected such accounting policies and applied
them consistently and made judgments and estimates that are reasonable and prudent so as
to give a true and fair view of the state of affairs of the Company as on March 31,2025
and of the profit of the Company for the year ended on that date;
iii) the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the provisions of the
Companies Act, 2013 for safeguarding the assets of the Company and for preventing and
detecting fraud and other irregularities;
iv) the Directors have prepared the annual accounts on a going concern
basis;
v) the Directors have laid down internal financial controls to be
followed by the Company and that such internal financial controls are adequate and are
operating effectively; and
vi) the Directors have devised proper system to ensure compliance with
the provisions of all applicable laws and that such systems are adequate and operating
effectively.
The aforesaid Directors Responsibility Statement has also been reviewed
and confirmed by the Audit Committee of Board of Directors of the Company.
DIRECTORS
Appointment and Re appointment
In accordance with the provisions of Section 152 of the Companies Act,
2013 read with the Rules made there under and Article 116 of the Articles of Association
of the Company,
Mr. Mahesh Iyer (DIN: 07560302) Managing Director & Chief Executive
Officer of the Company is liable to retire by rotation at the ensuing Annual General
Meeting of the Company and being eligible, offers himself for re appointment. Mr. Mahesh
Iyer is not debarred from holding of office of Director pursuant to any Order issued by
the Securities and Exchange Board of India, Ministry of Corporate Affairs, Reserve Bank of
India or any other such authority.
Based on performance evaluation and recommendation of Nomination and
Remuneration Committee, the Board of Directors recommends his re appointment as Managing
Director and Chief Executive Officer of the Company, liable to retire by rotation.
Key Changes during the financial year and up to the date of Report
The shareholders at the 47th Annual General Meeting approved
appointment of Mr. Rahul Narain Bhagat (DIN: 02473708) as a Non Executive and Independent
Director of the Company with effect from July 9, 2024, for a first term of five (5)
consecutive years.
Mrs. Kishori Udeshi (DIN: 01344073), ceased to be a Director of the
Company upon completion of her Second term as an Independent Director of the Company with
effect from close of business hours of September 15,
2024.
Mr. Pravir Kumar Vohra (DIN: 00082545) ceased to be a Director of the
Company Director upon completion of his second term as an Independent Director of the
Company with effect from close of business hours of April 9, 2025.
The Board of Directors vide its resolution dated February 3,
2025, had accepted the request of Mr. Madhavan Menon (DIN: 00008542)
for retiring from the position of Executive Chairman with effect from close of business
hours of May 31, 2025 and continuation as a Non Executive Chairman of the Board and of the
Company (in the capacity of Non Executive and Non Independent Director) not liable to
retire by rotation for a period of five (5) consecutive years with effect from June 1,
2025 till May 31, 2030 which was duly approved by the Shareholders vide Postal Ballot
resolution dated April 17, 2025.
The Board of Directors vide its resolution dated February 3, 2025,
approved appointment of Mr. Sharad Kumar Saxena (DIN: 08238872), as an Additional Non
Executive and Independent Director of the Company with effect from February 4, 2025, for a
first term of five (5) consecutive years which was duly approved and confirmed by the
Shareholders vide Postal Ballot resolution dated April 17, 2025.
None of the Director including Independent Director of the Company has
resigned during the Financial Year under review.
Recommendation for re appointment of Independent Director in Material
Subsidiary
On the recommendation of Thomas Cook (India) Limited, the Board of
Directors of Sterling Holiday Resorts Limited at its meeting held on May 5, 2025, had
appointed Mr. Rahul Narain Bhagat (DIN: 02473708) as a Non Executive Independent Director
on its Board for a first term of three (3) years effective from May 5, 2025 subject to
approval of its shareholders'.
Declaration of Independence
The Company has received necessary declarations, including compliance
with code of conduct, from all the Independent Directors on the Board of the Company
confirming that they meet the criteria of Independence as prescribed under Section 149 of
the Companies Act, 2013 and the Rules made there under and Regulation 16(1 )(b) and other
applicable regulations, if any, of the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015, as amended. The Independent
Directors have also confirmed that they are not aware of any circumstance or situation
which exists or may be reasonably anticipated that could impair or impact their ability to
discharge their duties.
Further, the Independent Directors have also submitted their
declaration in compliance with the provision of Rule 6(3) of Companies (Appointment and
Qualification of Directors) Rules, 2014, as amended, which mandates the inclusion of an
Independent Director's name in the data bank of persons offering to become Independent
Directors, of Indian Institute of Corporate Affairs ("IICA”) for a period
of one year or five years or life time, as the case may be till they continue to hold the
office of an Independent Director and also completed the online proficiency test,
conducted by Indian Institute of Corporate Affairs, wherever applicable.
The Board of Directors, based on the declaration(s) received from the
Independent Directors, have verified the veracity of such disclosures and confirmed that
the Independent Directors fulfill the conditions of independence specified in the
Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015 and the Companies Act, 2013, as amended and are independent of the
management of the Company.
The Independent Directors are free from any influence or control of the
Company's management and/or its executive Directors.
In the opinion of the Board, all the Independent Director are persons
possessing attributes of integrity, expertise and experience (including proficiency) as
required under the applicable laws, rules and regulations.
The Company has issued letters of appointment/ re appointment to
Independent Directors in the manner as provided under Companies Act, 2013. The terms and
conditions of the said appointment are hosted on website of the Company.
Familiarization program for Independent Directors
Your Company has in place the familiarisation programme for Independent
Directors with regard to their role, duties and responsibilities, nature of the industry
in which the Company operates, business / operating model of the Company etc. The Board
Members are provided with all necessary documents/ reports and internal policies to enable
them to familiarise with the Company's procedures and practices. The details of the
training and familiarization program are provided in the Corporate Governance Report,
which forms part of the Annual Report.
Board Evaluation
The Board of Directors has carried out an annual evaluation of its own
performance, board committees and individual directors pursuant to the provisions of the
Companies Act, 2013 and the Securities and Exchange Board of India (Listing Obligations
& Disclosure Requirements) Regulations, 2015.
In a separate meeting of Independent Directors, performance of non
independent directors, the Board as a whole and the Chairperson of the Company were
evaluated. Further, the Independent Directors in the said meeting had also assessed the
quality, quantity and timeliness of flow of information between the Company's management
and the Board.
The Independent Directors were satisfied with the overall functioning
of the Board, which displayed a high level of commitment and engagement.
Performance evaluation of Independent Directors was done by the entire
board, excluding the Independent Directors being evaluated.
The performance evaluation of the board was based on the criteria such
as the board composition and structure, information and functioning, succession planning,
strategic planning etc.
The performance evaluation of the Committees was based on the criteria
such as Structure of the Committee and meetings, effectiveness of committee meetings,
frequency of the meetings, etc.
The performance evaluation of the Directors was based on the criteria
such as experience, knowledge and competency, governance, safeguarding the interests of
all stakeholders, etc.
The performance of the Independent Directors was based on the criteria
such as time devoted and attention given to professional obligations for independent
decision making and acting in the best interest of the Company, strategic guidance to the
Company and help in determining important policies, etc.
The above criteria are based on the Guidance Note on Board Evaluation
issued by the Securities and Exchange Board of India on January 5, 2017.
Further, the said criteria were also mentioned in the rating sheets
which were filled by each of the Directors during the financial year with regard to the
above mentioned performance evaluations.
Number of Board Meetings during the financial year
During the financial year, five (5) meetings of the Board of Directors
were held and maximum interval between two Board Meetings did not exceed 120 days, the
details of which are given in the Corporate Governance Report of the Company, which forms
a part of the Annual Report.
KEY MANAGERIAL PERSONNEL
Pursuant to the provisions of the Section 203 of the Companies Act,
2013, the Key Managerial Personnel of the Company as on the date of this Report are:
A
Mr. Madhavan Menon, Executive Chairman (upto close of business
hours of May 31,2025)
Mr. Mahesh Iyer, Managing Director & Chief Executive Officer
Mr. Brijesh Modi, Chief Financial Officer
Mr. Amit Parekh, Company Secretary & Compliance Officer
a At the Board Meeting held on February 3, 2025 Mr. Madhavan Menon was
re designated as Non Executive Chairman of the Company (not liable to retire by rotation)
with effect from June 1, 2025. The same was approved by the Shareholders through postal
Ballot on April 17, 2025
AUDITORS
Statutory Auditors
The members of the Company at 45th Annual General Meeting
("AGM”) held on September 28, 2022 had re appointed M/s B S R & Co. LLP, Chartered
Accountants as the Statutory Auditors of the Company, for a second term of consecutive
five (5) years to hold the office from the conclusion of 45th AGM until the
conclusion of 50th AGM of the Company.
Further, vide Ministry of Corporate Affairs ("MCA”) notification
dated May 7, 2018, the requirement for ratification of appointment of Statutory Auditors
by members at every AGM has been dispensed with. Accordingly, no such item has been
considered in the 48th AGM Notice.
The Statutory Auditors Report does not contain any qualifications,
reservations, disclaimers or adverse remarks on the financial statements of the Company.
Further, the Company is in compliance with the Reserve Bank of India regulations on
downstream investments issued from time to time and no qualification were made by the
Statutory Auditors in their report & certificate.
Secretarial Auditor
The Board of Directors appointed Mr. Keyul M. Dedhia of M/s Keyul M.
Dedhia & Associates, Company Secretaries in Practice (COP No. 8618) as the Secretarial
Auditor of the Company under Section 204 of the Companies Act, 2013 read with the Rules
made thereunder, for conducting the Secretarial Audit for the financial year 2024 25. The
Secretarial Audit Report for the financial year 2024 25 does not contain any adverse
remark, qualification or reservation. The Secretarial Audit Report is annexed as Annexure
1 which forms part of this Report.
In terms of Regulation 24A of the Securities and Exchange Board of
India (Listing Obligations and Disclosure Requirements) Regulations, 2015, every listed
entity and its material unlisted subsidiaries incorporated in India shall undertake
secretarial audit and shall annex a Secretarial Audit Report given by a company secretary
in practice with the annual report of the listed entity. For the FY 2024 25, the unlisted
material subsidiaries incorporated in India were M/s Sterling Holiday Resorts Limited and
M/s SOTC Travel Limited.
M/s Sterling Holiday Resorts Limited, has appointed M Damodaran &
Associates LLP, Company Secretaries in Practice as the Secretarial Auditor, for the
financial year ended March 31, 2025 and M/s SOTC Travel Limited has appointed M/s Keyul M.
Dedhia & Associates, Company Secretaries in Practice as the Secretarial Auditor, for
the financial year ended March 31,2025.
Accordingly, the Secretarial Audit Report of M/s Sterling Holiday
Resorts Limited is set out in the "Annexure 1 A” and Secretarial Audit Report of M/s
SOTC Travel Limited in the "Annexure 1 B”. The said reports do not contain any qualification, adverse remark,
disclaimer or reservation.
Pursuant to completion of term of Mr. Keyul M. Dedhia (FCS 7756)
proprietor of M/s. Keyul M. Dedhia & Associates, Company Secretaries, who was
appointed as the Secretarial Auditor of the Company for the financial year 2024 2025 i.e.
from 1st April, 2024 to 31st March, 2025 and in accordance with the amended provisions of
Regulation 24A of the Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulation, 2015, the Board of Directors of the Company at its
meeting held on May 12, 2025 approved appointment of M/s Dedhia Shah & Partners LLP,
Company Secretaries, ICSI, having Unique Code L2025MH019000 & Peer reviewed firm (No.
6710/2025), as Secretarial Auditors for a period of five (5) years commencing from
Financial Year 2025 26 to Financial Year 2029 30 subject to approval of shareholders at
the ensuing 48th Annual General Meeting. M/s. Dedhia Shah & Partners LLP, is an LLP
firm where Mr. Keyul M. Dedhia (Proprietor of M/s. Keyul M. Dedhia & Associates, the
erstwhile Secretarial Auditor) is a designated partner. The Company has received consent
from M/s Dedhia Shah & Partners LLP and they have confirmed that they are not
disqualified from being appointed as the Secretarial Auditors of the Company and satisfy
the requisite eligibility criteria.
The resolution for their appointment forms part of the Notice of 48th
Annual General Meeting and the Board recommends their appointment to the shareholders.
Cost Records and Audit
Maintenance of cost records and requirement of cost audit as prescribed
under the provisions of Section 148(1) of the Companies Act, 2013 are not applicable for
the business activities carried out by the Company.
DETAILS OF FRAUD REPORTED BY AUDITORS
There was no fraud reported by the Statutory Auditors under the
provisions of Section 143(12) of the Companies Act, 2013 and the Rules made there under.
CORPORATE SOCIAL RESPONSIBILITY
Corporate Social Responsibility ("CSR") Committee
In compliance with the requirements of Section 135 of the Companies
Act, 2013 read with the applicable rules made there under, the Company has a duly
constituted CSR Committee. The details of the CSR Committee are provided in the Corporate
Governance Report of the Company, which forms part of the Annual Report.
CSR Policy
The contents of the CSR Policy of the Company as approved by the Board
from time to time on the recommendation of the CSR Committee is available on the website
of the Company and can be accessed through the web link at https://resources.
thomascook.in/downloads/01 Thomas Cook CSR Policy.pdf
CSR initiatives undertaken during the financial year 2024 25, if any
The Annual Report on CSR Activities undertaken by Company during the
financial year 2024 25, is annexed as Annexure 2 which forms part of this Annual Report.
There was no CSR obligation on the part of the Company for financial
year 2024 25.
COMMITTEES OF BOARD
The Company has the following committees of the Board of Directors and
the details pertaining to such committees are mentioned in the Corporate Governance
Report, which forms part of the Annual Report:
Audit Committee
Risk Management Committee
Nomination & Remuneration Committee
Stakeholders Relationship Committee
Corporate Social Responsibility Committee
Sub Committee of the Board
During the year, all recommendations made by the aforesaid Committees
were approved by the Board.
LISTING OF SECURITIES
As on the date of this report, the Company has its Equity Shares listed
on the following Stock Exchanges:
i. BSE Limited and
ii. National Stock Exchange of India Limited
The listing fees for the financial year under review and for financial
year 2025 26 have been paid to the Stock Exchanges where the equity shares of the Company
are listed.
CORPORATE GOVERNANCE REPORT AND MANAGEMENT DISCUSSION AND ANALYSIS
REPORT
Your Company continues to be committed to good corporate governance
aligned with the best corporate practices. It has also complied with various standards set
out by the Securities and Exchange Board of India and the Stock Exchanges where its
Securities are listed. The Management Discussion and Analysis Report for the financial
year 2024 25, as stipulated under Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015, forms part of the Annual
Report.
For the financial year ended March 31, 2025, your Company has complied
with the requirements of Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015 and other applicable rules and regulations with
respect to Corporate Governance.
A certificate from a Practicing Company Secretary obtained by the
Company regarding such compliance of conditions of Corporate Governance is annexed to the
Corporate Governance Report which forms part of the Annual Report.
NOMINATION CUM REMUNERATION POLICY
For the purpose of selection of any Directors, Key Managerial Personnel
and Senior Management Employees, the Nomination & Remuneration Committee identifies
persons of integrity who possess relevant expertise, experience and leadership qualities
required for the position. The Committee also ensures that the incumbent fulfills such
other criteria with regard to age and other qualifications as laid down under the
Companies Act, 2013 or other applicable laws. The Board has, on the recommendation of the
Nomination & Remuneration Committee framed a Nomination cum Remuneration policy for
selection, appointment and remuneration of Directors, Key Managerial Personnel &
Senior Management Employees.
The Board vide its resolution dated May 12, 2025, has further amended
the Nomination cum Remuneration Policy of the Company by updating the definition of Senior
Management.
The salient features of the Policy as approved by the Board and amended
from time to time are as follows:
i. Appointment of the Directors, Key Managerial Personnel and Senior
Management of the Company.
ii. Fixation of the remuneration of the Directors, Key Managerial
Personnel, Senior Management and other employees of the Company.
iii. Formulate a criteria for determining qualifications, positive
attributes and independence of a Director.
iv. Specify methodology for effective evaluation of performance of
Board/Committees of the Board and review the terms of appointment of Independent Directors
on the basis of the report of performance evaluation of the Independent Directors.
v. To ensure a transparent nomination process for directors with the
diversity of thought, experience, knowledge, perspective and gender in the Board.
vi. Undertake any other matters as the Board may decide from time to
time.
The Nomination cum Remuneration Policy of the Company is available on
the website of the Company at https://resources. thomascook.in/downloads/NRC Policy.pdf
VIGIL MECHANISM/ WHISTLE BLOWER POLICY
The Company has established a vigil mechanism for Directors and
Employees by adopting Whistle Blower Policy which is available on the website of the
Company and weblink thereto is https://resources.thomascook.in/downloads/Whistle
Blower. pdf
PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND
FOREIGN EXCHANGE EARNINGS AND EXPENDITURE
The Company being in the Travel and Tourism Industry, its activities do
not involve any expenditure on Technology and Research and Development, therefore, the
particulars in the Companies (Accounts) Rules, 2014, as amended, in respect of
Conservation of Energy and Technology Absorption is not applicable to the Company.
Further, the Company is not energy intensive. However, the Company takes every effort to
ensure optimum use of energy by using energy efficient LED Lightings, Air Conditioners,
etc.
During the financial year, the foreign exchange earnings of the Company
amounted to ' 2,890.1 Mn, whereas, the Company has incurred ' 177.6 Mn as expenditure in
foreign currencies towards interest, bank charges, license fees, professional fees,
travelling, subscriptions, etc.
MATERIAL CHANGES AND COMMITMENTS
There were no material changes and commitments occurred during the
financial year 2024 25 and between the end of the financial year and the date of the
Report affecting the financial position of the Company.
Other Updates
The Company has completed the acquisition of Resort Business from
Nature Trails Resort Private Limited (NTRPL), (Wholly owned step down subsidiary of the
Company) on March 19, 2025 through slump sale for a consideration of ' 522.5 Mn (gross) as
per the terms mentioned in the Business Transfer Agreement as per the appointed date March
1, 2025. The acquisition has been accounted under the 'Pooling of interest' method in
accordance with Appendix C of Ind AS 103 'Business Combination' at the carrying value of
the assets and liabilities of NTRPL. Accordingly, the Company has restated its previous
issued standalone financial results for the year ended March 31,2024.
The Board of Directors vide its resolution dated July 8, 2024, approved
appointment of Mr. Rahul Narain Bhagat (DIN: 02473708) as an Additional Non Executive and
Independent Director of the Company with effect from July 9, 2024, for a first term of
five (5) consecutive years which was duly approved by the shareholders at the 47th Annual
General Meeting.
Mrs. Kishori Udeshi (DIN: 01344073) has completed her second term of
five (5) consecutive years as an Independent Director of the Company and accordingly
ceased to be the Director of the Company effective from the close of business hours of
September 15, 2024.
The Board of Directors vide its resolution dated February 3, 2025,
approved re designation of Mr. Madhavan Menon (DIN: 00008542) as Non Executive Chairman of
the Board and the Company with effect from June 1, 2025 which was duly approved by the
Members vide Postal Ballot resolution dated April 17, 2025.
The Board of Directors vide its resolution dated February 3, 2025,
approved appointment of Mr. Sharad Kumar Saxena (DIN: 08238872), as an Additional Non
Executive and Independent Director of the Company with effect from February 4, 2025, for a
first term of five (5) consecutive years which was duly approved by the Members vide
Postal Ballot resolution dated April 17, 2025.
The Board of Directors vide its resolution dated February 3, 2025,
approved the Thomas Cook Employees Stock Option Scheme 2024 EXECOM (ESOP 2024 EXECOM) for
grant of stock options to eligible Employees of the Company and its Subsidiary Companies
(Present and Future, if any) which was duly approved by the Members vide Postal Ballot
resolution dated April 17, 2025.
Mr. Pravir Kumar Vohra (DIN: 00082545) has completed his second term of
five (5) consecutive years as an Independent Director of the Company and accordingly
ceased to be the Director of the Company effective from the close of business hours of
April 9, 2025.
COMPLIANCE MANAGEMENT FRAMEWORK
The Company has instituted an online compliance management system
within the organization to monitor compliances and provide update to senior management and
Board on a periodic basis. The Audit Committee periodically monitors status of compliances
with applicable laws.
RISK MANAGEMENT
The Company has adequate Risk Management framework to identify,
measure, manage and mitigate business risks and opportunities. This framework seeks to
create transparency, minimize adverse impact on the business strategy and enhance the
Company's competitive advantage. This risk framework thus helps in managing market, credit
and operational risks and quantifies potential impact at a Company level.
The details and the process of the Risk Management as implemented in
the Company are provided as part of Management Discussion and Analysis which forms part of
the Annual Report.
ANNUAL RETURN
In compliance with the provisions of Section 134 and 92 of the
Companies Act, 2013, the Company has placed a copy of the Annual Return as on March 31,
2025 on its website at https:// www.thomascook.in/annual report
ACQUISITIONS/ INCORPORATIONS/ OTHER CORPORATE RESTRUCTURINGS
The Company is committed to building long term shareholder value by
growing the business inorganically and through acquisitions and alliances.
The Company was directly or indirectly involved in the following
Acquisitions/ Incorporations:
The Company has entered into and executed a Business Transfer Agreement
("BTA”) with Nature Trails Resorts Private Limited ("NTRPL'), a step down wholly
owned subsidiary of the Company, to purchase the Hotel Business of NTRPL for an agreed
consideration of ' 522.5 Mn on a going concern basis through a slump sale as defined u/s
2(42C) of the Income Tax Act, 1961. The Resort Business from NTRPL was acquired on March
19, 2025 through slump sale for consideration of ' 522.5 Mn (gross) as per the terms
mentioned in the Business Transfer Agreement w.e.f the appointed date of March 1,2025.
Travel Circle International (Mauritius) Limited, a subsidiary of the
Company in Mauritius, has incorporated a wholly owned subsidiary Travel Circle
International (Cyprus) Limited, in Nicosia, Cyprus with a Authorized Share Capital: EUR
200,000 (Two Hundred Thousand Euros) divided into
200,000 (Two Hundred Thousand) ordinary shares of EUR 1 (One Euro).
The Company entered into a Share Subscription cum Joint Venture
Agreement ("JV agreement”) on September 30, 2024 with Atirath Technologies Private Limited
("Atirath”) for investing in Indian Horizon Marketing Services Limited
("IHMSL/JV Co.”) for the purpose of co developing a suite of proprietary
intellectual property for the travel domain, utilizing Artificial Intelligence (AI). As
per the JV agreement, TCIL holds 50% in the JV Co. and the balance 50% is held by Atirath.
The Board of Directors of the Company has authorized subscription to
the entitlement to the rights issue of
60,000 fully paid up equity shares of ' 10/ each that were issued at
par amounting to ' 6,00,000 (Rupees Six Lakhs Only) offered by Indian Horizon Marketing
Services Limited, wholly owned subsidiary company.
Board of Directors of the Company authorised subscription to the
preferential offer of 6,60,000 equity shares of ' 10/ each and 14,60,000 Class A Equity
Shares of ' 10/ each, made by Indian Horizon Marketing Services Limited ("IHMSL/JV
Co.”)
on a private placement basis in tranches.
GREEN INITIATIVE
In line with the Ministry of Corporate Affairs Circulars and Securities
and Exchange Board of India ("SEBI”) Circulars, Notice of the 48th AGM along with the
Integrated Annual Report for the financial year 2024 25 is being sent by electronic mode
to those Members whose e mail addresses are registered with the Company/ Depositories.
Physical copy of the Notice of the 48th AGM along with Integrated Annual Report
for the financial year 2024 25 shall be sent to those Members who request for the same at sharedept@thomascook.in
mentioning their names, Folio Number/DP ID and Client ID.
We request all the shareholders to support the 'Green Initiative' of
the Ministry of Corporate Affairs and the Company's continuance towards greener
environment by enabling the service of the Annual Report, AGM Notice and other
communications, documents electronically to your email address registered with your
Depository Participant/ Registrar and Share Transfer Agent. We also request and encourage
all the investors whose e mail id is not registered to take necessary steps to register
their e mail id with the Depository Participant/ Registrar and Share Transfer Agent.
AWARDS AND RECOGNITIONS
During the financial year 2024 25, the following prestigious awards and
accolades were received by the Company and its Subsidiaries:
Thomas Cook India won MICE Outbound award at the Economic Times MICE
& Wedding Tourism Awards 2024;
Thomas Cook India won 'Masters of Risk Travel & Hospitality Sector'
at the CNBC TV18 India Risk Management Awards 2024;
Thomas Cook India Won MICE Powerhouse at MaxiiiMICE Awards 2025;
Thomas Cook won MICE Tour Operator of the Year (Outbound) at SATTE
2024;
Thomas Cook won 'Best Partner of the Year 2024' and SOTC Travel 'Best
GIT Agency of the Year 2024' at McArthurGlen Awards 2024;
Thomas Cook India receives top honour at The French Ambassador's Travel
Awards 2024;
SOTC Travel won the Dubai Tourism MICE Star Awards 2024;
SOTC Travel won Asia's Leading Travel Agency 2024 at the World Travel
Awards 2024;
SOTC Travel won the Best Outbound Tour Operators award by ITCTA; and
SOTC Travel awarded MICE Tour Operator of the Year (Domestic &
Outbound) at SATTE Awards 2025.
DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION & REDRESSAL) ACT, 2013
The Company has Zero Tolerance towards any action on the part of any
employee which may fall under the ambit of 'Sexual Harassment' at workplace and is fully
committed to uphold and maintain the dignity of every women executive working in the
Company. The Company's Policy provides for protection against sexual harassment of women
at workplace and for prevention and redressal of such complaints.
Number of complaints filed during the financial ' 5
year
Number of complaints disposed off during the 5
financial year
Number of complaints pending as on the end of 0 the financial year
Further, the Company has complied with provisions relating to the
constitution of Internal Complaints Committee under the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013.
INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADEQUACY
The details on Internal Financial Control System and their adequacy are
provided in the Management Discussion and Analysis Report of the Company, which forms part
of the Annual Report.
PARTICULARS OF EMPLOYEES
Disclosure with respect to the remuneration of Directors and Employees
as required under Section 197 of the Companies Act, 2013 and Rule 5 of the Companies
(Appointment and
Remuneration of Managerial Personnel) Rules, 2014, as amended, is
annexed as Annexure 3 which forms part of this Report.
Statement containing Particulars of Employees pursuant to Section 197
of the Companies Act, 2013 and Rule 5(2) and Rule 5(3) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, as amended, forms part of the Annual
Report. As per the provisions of Section 136 of the Companies Act, 2013, the reports and
Financial Statements are being sent to Shareholders of the Company and other Shareholders
entitled thereto, excluding the Statement containing Particulars of Employees. Any
Shareholder interested in obtaining such details may write to the Company Secretary &
Compliance Officer of the Company at sharedept@ thomascook.in
EMPLOYEE STOCK OPTION PLANS (ESOPs)
The Company has in force the following Schemes which get covered under
the provisions of the Securities and Exchange Board of India (Share Based Employee
Benefits and Sweat Equity) Regulations, 2021:
Thomas Cook Employees Stock Option Plan 2007 (ESOP 2007)
Thomas Cook Save As You Earn Scheme 2010 (SAYE Scheme 2010)
Thomas Cook Employees Stock Option Plan 2013 (ESOP 2013)
Sterling Holiday Resorts (India) Limited Employee Stock Options
Scheme 2012 (SHRL ESOP 2012)
Thomas Cook Employees Stock Option Scheme 2018 EXECOM (ESOP 2018
EXECOM)
Thomas Cook Employees Stock Option Scheme 2018 Management
(Management ESOP 2018)
Thomas Cook Employees Stock Option Scheme 2024 EXECOM (ESOP 2024
EXECOM)
During the quarter ended December 31, 2019, the Company formed Thomas
Cook Employees Benefit Trust ("Thomas Cook ESOP Trust”), which
subscribed 73,56,122 equity shares of the Company for ' 11,048.8 Lakhs out of the loan
received from the Company. Pursuant to the approval of the Hon'ble National Company Law
Tribunal, the Composite Scheme of Arrangement and Amalgamation between Thomas Cook (India)
Limited and various other companies (the "Scheme”), the Thomas Cook ESOP Trust received
13,89,571 equity shares of Quess Corp Limited ("QCL'). Out of 13,89,571 equity shares
of QCL received 76680 shares were transferred to employees on exercise of options during
the financial year ended March 31, 2025. During the financial year ended March 31, 2025,
Thomas Cook ESOP Trust has transferred 406209 equity shares of ' 1/ each, to employees
under various Employee Stock Option
Schemes ("ESOP”). Also during the financial year ended March 31, 2025, there were
no fresh grants. Further, vesting of stock options and other details related to stock
options may be referred to in the ESOP Disclosure available on the Company's website.
The Nomination & Remuneration Committee administers and monitors
the ESOP Schemes. Disclosure on various Schemes, as required under Securities and Exchange
Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 read
with SEBI Circular no. CIR/CFD/ POLICY CELL/2/2015 dated June 16, 2015 are available on
the Company's website and the weblink thereto is https:// www. thomascook.in/investor
relations
The Board of Directors vide its resolution dated February 3, 2025,
approved the Thomas Cook Employees Stock Option Scheme 2024 EXECOM (ESOP 2024 EXECOM) for
grant of stock options to eligible Employees of the Company and its Subsidiary Companies
(Present and Future, if any) which was duly approved by the Members vide Postal Ballot
resolution dated April 17, 2025. The Company has not granted any options under the ESOP
2024 EXECOM during Financial Year 2024 25.
The stock options granted under ESOP 2007, SAYE Scheme 2010, ESOP 2013,
SHRL ESOP 2012, ESOP 2018 EXECOM and Management ESOP 2018 schemes upon vesting subject to
necessary approvals enables the option grantee to exercise and receive shares of the
Company by transfer of shares by from Thomas Cook (India) Limited Employees Trust (ESOP
Trust) and the options to be granted under ESOP 2024 EXECOM scheme upon vesting subject to
necessary approvals will enable the option grantee to exercise and receive shares of the
Company upon allotment of shares.
The above Schemes are in compliance with the Securities and Exchange
Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, as
amended. The Company has also obtained the certificate from the Secretarial Auditor of the
Company certifying that the Company's Employee Stock Option Scheme(s) have been
implemented in accordance with the Securities and Exchange Board of India (Share Based
Employee Benefits and Sweat Equity) Regulations, 2021, as amended and in accordance with
the resolutions passed by the Members.
During the financial year, no options were granted; hence, no employee
has received options equal to or exceeding 1% of the issued share capital of the Company
at the time of grant during the financial year.
SUBSIDIARY AND ASSOCIATE COMPANIES
In accordance with Section 129 of the Companies Act, 2013, read with
the Rules made thereunder, the Company has prepared a consolidated financial statement of
the Company and all its Subsidiaries, Joint Ventures and Associate
companies, which is forming part of the Annual Report. A statement
containing salient features of the financial statements and other necessary information of
the Subsidiary/ Associates/Joint venture companies as per the provisions of the Companies
Act, 2013, in the prescribed Form AOC 1 is included in the Annual Report. The said form
also highlights the financial performance of each of the Subsidiaries, Joint Ventures and
Associates of the Company, included in the consolidated financial statements of the
Company.
Details of the Subsidiaries and Associates of the Company are mentioned
in the Annual Return hosted on the website of the Company.
In accordance with the provisions of the Section 136 of the Companies
Act, 2013, the Annual Report of the Company, containing therein its standalone and the
consolidated financial statements has been placed on the website of the Company,
www.thomascook.in
Further, as per the proviso of the said section, Annual Financial
Statements of each of the subsidiary companies have also been placed on the website of the
Company at www.thomascook.in
Accordingly, the said documents are not being attached to the Annual
Report. Shareholders interested in obtaining the copy of the Annual Financial Statement of
subsidiaries companies may write to the Company Secretary & Compliance Officer of the
Company. Further, the details of the material subsidiaries for FY 2024 25 are mentioned in
detail in the Corporate Governance Report forming part of the Annual Report.
COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARIES, JOINT
VENTURES OR ASSOCIATE COMPANIES DURING THE FINANCIAL YEAR
The Company was directly or indirectly involved in the following
acquisitions/incorporation:
During the financial year under review, Travel Circle International
(Mauritius) Limited, a subsidiary of the Company in Mauritius, has incorporated a wholly
owned subsidiary Travel Circle International (Cyprus) Limited, in Nicosia, Cyprus with a
Authorized Share Capital: EUR
200.000 (Two Hundred Thousand Euros) divided into
200.000 (Two Hundred Thousand) ordinary shares of EUR 1 (One Euro).
The Company entered into a Share Subscription cum Joint Venture
Agreement ("JV agreement”) on September 30, 2024 with Atirath Technologies Private Limited
("Atirath”) for investing in Indian Horizon Marketing Services Limited
("IHMSL/JV Co.”) for the purpose of co developing a suite of proprietary
intellectual property for the travel domain, utilizing Artificial Intelligence (AI). As
per the JV agreement, TCIL will hold 50% in the proposed JV Co. and the balance 50% will
be held by Atirath. Accordingly, the Company has subscribed to 660000 equity shares of '
10/ each and 1460000 Class A Equity shares of ' 10/ each of IHMSL.
The Company has entered into and executed a Business Transfer Agreement
("BTA”) with Nature Trails Resorts Private Limited ("NTRPL'), a step down wholly
owned subsidiary of the Company, to purchase the Hotel Business of NTRPL for an agreed
consideration of ' 522.5 Mn on a going concern basis through a slump sale as defined u/s
2(42C) of the Income Tax Act, 1961.
Cessation of Step down subsidiary:
Thomas Cook (Mauritius) Holding Company Limited, wholly owned
subsidiary of the Company informed on December 17, 2024 that Thomas Cook (Mauritius)
Holidays Limited, Wholly owned Step down subsidiary of the Company has been wound up
voluntarily and necessary formalities in this regard were completed.
THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE
INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR ALONGWITH THEIR STATUS
AS AT THE END OF THE FINANCIAL YEAR
No application has been made under the Insolvency and Bankruptcy
Code;hence the requirement to disclose the details of application made or any proceeding
pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year along
with their status as at the end of the financial year is not applicable.
THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE
TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR
FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF
There were no valuations done for the purposes of onetime settlement
and for obtaining any loan from the Banks/ Financial Institutions.
CYBER INCIDENT
There was an incident involving cyber attack on the IT infrastructure
of the Company on December 31, 2024. Immediately upon becoming aware of the incident, the
Company took necessary steps to investigate and respond to the incident, including
shutting down affected systems. The Company along with Information Technology security
experts has completed a full check of all its systems to scan and remove all malware and
affected flies to prevent any future recurrence. All Information Technology applications
and infrastructure have been restored and running with enhanced security features and the
entire business operations are back to normal. The cyber incident neither had any material
financial impact on the Company at present, nor is expected to have any material financial
impact in the future.
REGISTERED OFFICE
The Registered Office of the Company is situated at 11th
Floor, Marathon FutureX Building, N. M. Joshi Marg, Lower Parel (East), Mumbai 400013.
There is no change in the Registered office of the Company during the financial year 2024
25.
REGISTRAR AND SHARE TRANSFER AGENT (RTA)
The Company's Registrar and Share Transfer Agent changed its name to
"MUFG Intime India Private Limited” from erstwhile "Link Intime India Private Limited” with effect
from December 31,2024.
DIVIDEND DISTRIBUTION POLICY
The Company has adopted the Dividend Distribution Policy to determine
the distribution of dividends in accordance with the provisions of applicable laws. The
Dividend Distribution policy is available on the website of the Company at https://
resources.thomascook.in/downloads/Dividend Distribution Policy.pdf
BUSINESS RESPONSIBILITY & SUSTAINABILITY REPORT
Pursuant to amendment in the Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements) Regulations, 2015, top 1,000 listed
entities based on market capitalization are required to submit a Business Responsibility
& Sustainability Report ("BRSR”) for the FY 2024 2025.
Accordingly, the Company has adopted BRSR and other ESG initiatives. A
detailed BRSR in the format prescribed by the Securities and Exchange Board of India
describing various initiatives, actions and process of the Company towards the ESG
endeavor is part of this Integrated Annual Report.
INTEGRATED REPORTING
The Company has embarked its journey of the Integrated Reporting
framework prescribed by the International Integrated Reporting Council (IIRC). Through
this Report, we aspire to provide our stakeholders an all inclusive depiction of the
organization's value creation using both financial and non financial resources. The Report
strives to provide insight into our key strategies, operating environment, the operating
risk.
The Company during the financial year complied with the applicable
provisions of the Secretarial Standards issued by the Institute of the Companies
Secretaries of India.
ACKNOWLEDGEMENT AND APPRECIATION
Your Board takes this opportunity to thank the Company's Shareholders,
Customers, Vendors and all other Stakeholders for their continued support throughout the
financial year. Your Directors also thank the Reserve Bank of India and other Banks,
Ministry of Tourism, Financial Institutions, Government of India, State Governments and
all other Government agencies and Regulatory authorities for the support extended by them
and also look forward to their continued support in future. Your Board also wishes to
place on record its appreciation on the contribution made by the Company's employees
across all levels without whose hard work, solidarity and support, your Company's
consistent growth would not have been possible and opportunities, governance structure and
the Company's approach towards long term substantiality.
DISCLOSURE REQUIREMENTS
The various policies and codes adopted by the Company are stated in
detail in the Corporate Governance Report of the Company, which forms part of the Annual
Report.
FOR AND ON BEHALF OF THE BOARD
Madhavan Menon Mahesh Iyer
Executive Chairman Managing Director and
DIN: 00008542 Chief Executive Officer
DIN: 07560302
Place: Mumbai Place: Mumbai
Dated: May 12, 2025 Dated: May 12, 2025