Thomas Cook India Approves Composite Scheme of Arrangement for Demerger and Restructuring
Thomas Cook (India) Limited approved a composite scheme of arrangement. This includes demerging its Resorts business into Sterling Holiday Resorts Limited for a future listing. The company will also consolidate four ₹1 shares into one ₹4 share, then reduce the face value to ₹3. Three dormant subsidiaries will be merged to streamline operations.
The composite scheme involves significant corporate actions including demerger, consolidation, merger, and capital reduction, which are fundamental changes to the company's structure and are expected to have a substantial impact on its operations and shareholder value.
The announcement details a strategic restructuring aimed at unlocking shareholder value, improving financial ratios (EPS), and enabling focused growth for different business segments, which are positive developments for the company.
Thomas Cook (India) Limited (TCIL) announced today that its Board of Directors has approved a composite scheme of arrangement involving demerger, share consolidation, merger, and capital reduction. The scheme includes the demerger of TCIL's Resorts and Resort Management business into Sterling Holiday Resorts Limited (SHRL), which will pave the way for SHRL's future listing.
As part of the demerger, TCIL shareholders will receive 0.81 shares of SHRL for every share of TCIL held. SHRL's turnover for the year ended December 31, 2025, was ₹70 Crore, representing approximately 0.4% of TCIL's total standalone turnover.
The scheme also involves the consolidation of TCIL's equity shares, where four shares of face value ₹1 each will be consolidated into one share of face value ₹4 each. Following this, the face value of TCIL's paid-up equity shares will be reduced from ₹4 to ₹3 per share, without any payment to shareholders, aimed at right-sizing the balance sheet and improving earnings per share.
Additionally, TCIL will merge three dormant and non-operating wholly-owned subsidiaries: TC Visa Services (India) Limited, Jardin Travel Solutions Limited, and Borderless Travel Services Limited. This merger is intended to streamline the corporate structure and reduce overheads. The paid-up capital of these subsidiaries as of March 31, 2025, were ₹0.05 crore, ₹1 crore, and ₹0.05 crore respectively, with turnovers of ₹1.2 crore, Nil, and Nil.
The composite scheme is subject to necessary approvals from shareholders, creditors, the National Company Law Tribunal (NCLT), SEBI, and stock exchanges. The Board meeting commenced at 3:45 PM IST and concluded at 6:00 PM IST on March 20, 2026. Mr. Mahesh Iyer, Managing Director & CEO of Thomas Cook India Limited, stated that this demerger and restructuring unlocks significant value for shareholders and enables SHRL to chart its own growth in the hospitality sector.
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Thomas Cook (India) Limited filed this with the NSE as a statutory disclosure, categorised under restructuring. It is a primary document, not a recommendation, and the desk marks it high impact, which is the band that most often changes something.
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See the model portfoliosA plain-language summary of a public exchange filing by Thomas Cook (India) Limited. Read the original for the full detail.