We enclose herewith the Composite Scheme of Arrangement.
M&A
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MEDIUM RISK
📅 Filed on BSE: 20 Mar 2026, 07:40 PM IST · BSE ID: 3b38c9f8-1f6c-4c87-9707-bf335de02b09
View Original BSE Filing (PDF)
💡
In Simple Terms
Thomas Cook is splitting its resorts business into a separate listed company, consolidating its shares 4-to-1, and merging three subsidiary companies into itself.
🤖 AI Summary
- Thomas Cook demerges INR 70 Crores resorts business into Sterling Holiday Resorts
- Resorts turnover represents ~0.4% of Thomas Cook's total FY2025 standalone turnover
- Shareholders receive Sterling equity shares via share entitlement ratio post-demerger
- Parent company consolidates 4 shares (INR 1 face value) into 1 share (INR 4 face value)
- Three subsidiaries merged into Thomas Cook; face value reduction from INR 4 to INR 3 approved
🔢 Key Numbers — exact figures from BSE filing, not rounded
Demerged Undertaking Turnover (FY2025)
INR 70 Crores
Demerged Turnover as % of Total
~0.4%
Share Consolidation Ratio
4 shares (INR 1 face value) into 1 share (INR 4 face value)
Face Value Reduction
From INR 4 to INR 3 per share
🏢 How This Affects the Company
Thomas Cook retains core travel services business after demerging non-core resorts segment. Sterling Holiday becomes independent entity focused on resort and hotel operations. Parent company streamlines to pure-play travel and tourism services.
Demerged undertaking generated INR 70 Crores revenue in FY2025. Consolidation and capital reduction will alter share structure but retain economic position. Separate financials will track each entity's profitability post-implementation.
Resorts operations transition to Sterling Holiday as independent business unit. Three travel-related subsidiaries merge into Thomas Cook parent, reducing corporate complexity and streamlining governance. Management teams operate distinct entities with focused business models.
Scheme requires multiple regulatory approvals from NCLT, SEBI, and stock exchanges before effectiveness — regulatory risk present until completion. Separation may impact operational synergies between travel and resort segments if coordination diminishes post-demerger.
👥 What This Means For Shareholders
✅
Action Required
Shareholder approval required via special resolution at shareholder meeting. Individual shareholders must vote on composite scheme once notice issued.
👤
Who Is Affected
All Thomas Cook equity shareholders receive Sterling Holiday shares per share entitlement ratio as consideration for demerged undertaking. Share consolidation (4:1) applies to all existing Thomas Cook shareholders reducing share count proportionally.
🔍
Management Signal
Board decision reveals intent to unlock value in non-core resorts segment, focus parent company on core travel services, and simplify group structure through subsidiary integration.
For information only. Not investment advice. ForgeUp is not SEBI-registered.
👁 Watch List — track these upcoming events
NCLT approval filing — track status of tribunal petition for scheme sanction order
Shareholder meeting notice and voting outcome — confirmation of special resolution approval
SEBI and stock exchange approval announcements — regulatory clearances before effectiveness
MEDIUM RISK
Scheme requires multiple regulatory approvals (NCLT, SEBI, exchanges). Timeline uncertain. Share entitlement ratio not yet disclosed, creating ambiguity on shareholder benefits.
💡 Investor Takeaway
Thomas Cook's Board approved demerger of INR 70 Crores resorts business (0.4% of FY2025 turnover) into Sterling Holiday Resorts, plus 4:1 share consolidation and three subsidiary mergers. Scheme requires NCLT, SEBI, and stock exchange approvals before implementation. Effective date is appointment date per Scheme.
⚖️ Strengths & Concerns
✅ Positives
- Resorts segment represents only ~0.4% of FY2025 turnover, confirming non-core status and minimal core business disruption
- Three subsidiary mergers into parent simplify corporate structure and reduce compliance overhead across group entities
⚠️ Concerns
- Scheme completion depends on multiple regulatory approvals including NCLT and SEBI — regulatory delays remain material risk
- No share entitlement ratio disclosed yet, creating uncertainty around exact shareholder benefits from Sterling shares issuance
📅 Company Track Record
Thomas Cook (India) Limited is a leading travel services company offering diverse travel-related services and resort operations across India. On 20 March 2026, the Board approved demerging resorts business into Sterling Holiday Resorts (wholly-owned subsidiary), consolidating shares 4:1, and merging three subsidiaries (TC Visa Services, Jardin Travel Solutions, Borderless Travel Services) into parent company.
Based on publicly available historical data. For context only.