We enclose herewith the Composite Scheme of Arrangement.
M&A
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MEDIUM RISK
📅 Filed on BSE: 20 Mar 2026, 07:44 PM IST · BSE ID: bdc842fd-f1b8-42b5-9a66-10c571d17b79
View Original BSE Filing (PDF)
💡
In Simple Terms
Thomas Cook split its small resorts business into a separate listed company; combined four old shares into one new share; and merged three smaller subsidiaries back into the main company.
🤖 AI Summary
- Board approved Composite Scheme of Arrangement involving demerger of resorts business into Sterling Holiday Resorts Limited
- Demerged Undertaking generated INR 70 Crores turnover for year ended December 31, 2025, representing ~0.4% of total standalone turnover
- Four equity shares of INR 1 face value consolidated into one share of INR 4 face value; face value then reduced to INR 3
- Merger of TC Visa Services, Jardin Travel Solutions, and Borderless Travel Services Limited into Thomas Cook (India) with dissolution
- Scheme effective immediately on March 20, 2026; subject to NCLT, SEBI, BSE, NSE and shareholder approvals for final implementation
🔢 Key Numbers — exact figures from BSE filing, not rounded
Demerged Undertaking turnover (FY 2025)
INR 70 Crores
Demerged Undertaking as % of group turnover
~0.4%
Share consolidation ratio
4 shares of INR 1 into 1 share of INR 4
Face value reduction post-consolidation
INR 4 to INR 3 per share
Scheme effective date
March 20, 2026
🏢 How This Affects the Company
Thomas Cook refocuses core business on travel services by separating resorts operations. Sterling Holiday Resorts operates independently with curated experiences in adventure, education, and corporate segments. Core travel company retains primary revenue stream with resorts no longer embedded.
Share consolidation reduces share count but preserves equity base via face value reduction from INR 4 to INR 3 per share. Merger of three subsidiaries eliminates intercorporate complexity. Demerged undertaking was immaterial at ~0.4% of group turnover.
Demerged resorts business now operates as independent entity with dedicated management. Merger streamlines Thomas Cook structure by consolidating visa and travel service operations. Workforce allocation between entities follows respective operational requirements.
Restructuring dependent on NCLT approval, which introduces timing and execution risk. Share consolidation affects retail investor accessibility if final face value reduces trading friction. Separation of resorts isolates resort business performance from travel parent company.
👥 What This Means For Shareholders
✅
Action Required
Shareholder vote required on Composite Scheme at convened meeting; hold shares in demat form during record date for share entitlement in Sterling Holiday Resorts.
👤
Who Is Affected
All existing Thomas Cook shareholders receive Sterling Holiday Resorts equity at defined Share Entitlement Ratio. Share consolidation affects all shareholders uniformly — four existing shares convert to one consolidated share.
🔍
Management Signal
Management intent to unbundle travel services from hospitality operations, enabling specialized focus for each entity. Subsidiary mergers signal operational simplification and elimination of holding structure.
For information only. Not investment advice. ForgeUp is not SEBI-registered.
👁 Watch List — track these upcoming events
NCLT approval filing — track status on company website and BSE announcements for tribunal hearing date
Shareholder meeting notice — check BSE for convocation details, voting record date, and entitlement ratio confirmation
Stock Exchange approvals — monitor BSE and NSE for final conditional approvals on merger and consolidation
MEDIUM RISK
Regulatory approval risk on NCLT, SEBI, and stock exchanges. Share consolidation and face value reduction execution risk. Timing of full scheme implementation uncertain.
💡 Investor Takeaway
Thomas Cook's board approved demerger of INR 70 Crores resorts business (~0.4% of group revenue) into Sterling Holiday Resorts, effective March 20, 2026. Scheme also consolidates four shares into one at INR 4, reduced to INR 3. Full implementation requires NCLT and shareholder approval.
⚖️ Strengths & Concerns
✅ Positives
- Immaterial business separation — resorts generated only INR 70 Crores (~0.4% of group), minimizing disruption to core operations
- Subsidiary consolidation eliminates corporate structure complexity by merging three service entities into main company post-demerger
⚠️ Concerns
- NCLT, SEBI, and stock exchange approvals still required — execution risk and timing uncertainty for full scheme implementation
- Share consolidation and face value reduction may impact retail investor participation; final ownership structure depends on share entitlement ratios
📅 Company Track Record
Thomas Cook (India) operates travel and hospitality services. Resorts business was immaterial at INR 70 Crores turnover in FY2025, representing ~0.4% of group standalone revenue. Company announced demerger alongside this board approval on March 20, 2026, becoming two independent listed entities.
Based on publicly available historical data. For context only.