Thomas Cook India Board Approves Composite Scheme of Arrangement
Thomas Cook (India) Limited announced a composite scheme of arrangement. This includes demerging its Resorts and Resort Management business into Sterling Holiday Resorts Limited (SHRL), which will be listed. Shareholders will receive 0.81 SHRL shares for each TCIL share. TCIL will also consolidate its shares (4:1) and reduce their face value (₹4 to ₹3). Three dormant subsidiaries will be merged into TCIL.
The composite scheme involves significant corporate actions like demerger, consolidation, merger, and capital reduction, which will fundamentally alter the company's structure and potentially unlock substantial value.
The restructuring is expected to unlock shareholder value, improve EPS, and allow for focused growth strategies for distinct business segments.
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 subsequently be listed. TCIL shareholders will receive 0.81 shares of SHRL for every share held in TCIL. Additionally, TCIL will consolidate its equity shares, with 4 shares of face value ₹1 each being consolidated into 1 share of face value ₹4 each. Following this, the face value of TCIL shares will be reduced from ₹4 to ₹3 per share without any payment to shareholders. The company will also merge three dormant subsidiaries—TC Visa Services (India) Limited, Jardin Travel Solutions Limited, and Borderless Travel Services Limited—into TCIL to streamline the corporate structure and reduce administrative costs.
The demerged undertaking, comprising resorts and resort management business, had a turnover of ₹70 Crore for the year ended December 31, 2025, representing approximately 0.4% of TCIL's total standalone turnover for the same period. The rationale behind this restructuring is to unlock value for shareholders, enable focused growth strategies for each business vertical, and streamline TCIL's capital structure to improve Earnings Per Share. The scheme is subject to approvals from the National Company Law Tribunal (NCLT), SEBI, stock exchanges, and other regulatory authorities. The Board meeting commenced at 3:45 PM IST and concluded at 6:00 PM IST on March 20, 2026.
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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.