Outcome of board meeting of Quess Corp

Held on 09 December 2019

The Board of Quess Corp at its meeting held on 09 December 2019 has approved the following matters in relation to the Composite Scheme of Arrangement and Amalgamation amongst Thomas Cook (India) and Travel Corporation (India) and TC Travel Services and TC Forex Services and SOTC Travel Management and Quess Corp -

(i) Cancellation and reduction of 7, 13,23,496 equity shares held by TCIL, Promoter without any further act or deed pursuant to Clause 44.3 of the Scheme.

(ii)Allotment of 7, 14,56,240 equity shares of face value of Rs.10 each, fully paid-up, to the eligible equity shareholders of TCIL as on 5 December, 2019 being the "Record Date", as per the share entitlement ratio in terms of the Scheme.

Further to the allotment of the above equity shares, the issued and paid capital of Quess stands increased from Rs. 147,37,79,500 (14,73,77,950 equity shares of Rs. 10 each) to Rs. 147,51,06,940 (14,75,10,694 equity shares of Rs. 10 each).

Pursuant to Clause 32.7 of the Scheme Fairbridge Capital (Mauritius) Limited, Promoter of TCIL, shall become the Promoter of Quess in place of TCI L upon issuance and allotment of equity shares.

Pursuant to Clause 32.11 of the Scheme, the Board of directors approved consolidation of all fractional entitlements, and allotted 32,281 equity shares to Catalyst Trusteeship Limited appointed as Corporate Trustee, who shall hold the equity shares issued in Quess, in trust on behalf of the equity shareholders entitled to fractional entitlements with the express understanding that the trustee shall sell the same in the market and pay to Quess, the net sale proceeds thereof, whereupon Quess shall distribute such net sale proceeds (after deduction of applicable taxes, if any), to the equity shareholders in proportion to their respective fractional entitlements.

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