We enclose herewith the Composite Scheme of Arrangement.
M&A
◆ Monitor Closely
MEDIUM RISK
📅 Filed on BSE: 20 Mar 2026, 07:36 PM IST · BSE ID: 847cc412-2399-4984-b122-9cb72b9fd6e5
View Original BSE Filing (PDF)
💡
In Simple Terms
Thomas Cook is splitting its resorts business into a separate company (Sterling Holiday Resorts) and reshaping its own share structure through consolidation and subsidiary mergers.
🤖 AI Summary
- Board approved Composite Scheme of Arrangement on March 20, 2026; demerges resorts business valued at INR 70 Crores
- Demerged undertaking represents 0.4% of Thomas Cook's total standalone turnover for year ended December 31, 2025
- Resorts business transferred to Sterling Holiday Resorts Limited as going concern with equity share issuance to TCIL shareholders
- Four-for-one share consolidation: four TCIL shares of INR 1 face value merge into one share of INR 4 face value
- Three subsidiaries (TC Visa Services, Jardin Travel Solutions, Borderless Travel Services) merged with TCIL; face value reduced to INR 3
🔢 Key Numbers — exact figures from BSE filing, not rounded
Demerged Undertaking Turnover (FY2025)
INR 70 Crores
Demerged Undertaking as % of TCIL Standalone Turnover (FY2025)
~0.4%
Share Consolidation Ratio
4:1 (four shares of INR 1 face value into one share of INR 4)
Share Face Value Reduction (Post-Consolidation)
INR 4 per share to INR 3 per share
Number of Subsidiaries to be Merged
Three (TC Visa Services India Limited, Jardin Travel Solutions Limited, Borderless Travel Services Limited)
🏢 How This Affects the Company
Thomas Cook focuses core business on travel services, divesting resorts (INR 70 Crores revenue, 0.4% of total) into independent entity. Sterling Holiday Resorts operates separately with resort and hotel management business.
Share consolidation (4:1) and face value reduction (INR 4 to INR 3) alter per-share metrics. Subsidiary mergers consolidate balance sheets; demerger transfers resorts assets/liabilities to Sterling.
Resorts operations, staff, and management transferred to Sterling Holiday Resorts. Thomas Cook retains travel, visa, and holiday solutions businesses. Two independent entities operate separately post-demerger.
Regulatory approvals from NCLT, SEBI, BSE, NSE required for completion. Share restructuring creates technical adjustments for investors; demerger execution risks include shareholder voting, regulatory delays.
👥 What This Means For Shareholders
✅
Action Required
Shareholders must vote on Composite Scheme of Arrangement when notice issued; scheme effectiveness requires shareholder majority approval at general meeting.
👤
Who Is Affected
All TCIL shareholders receive Sterling Holiday Resorts equity shares under defined share entitlement ratio. Share consolidation (4:1) and face value reduction (INR 4 to INR 3) adjust shareholding mathematics for all equity holders.
🔍
Management Signal
Management prioritises focus on travel and tourism core business; divests lower-revenue resorts segment to maximise operational efficiency and create independent specialist operator in hospitality.
For information only. Not investment advice. ForgeUp is not SEBI-registered.
👁 Watch List — track these upcoming events
Shareholder general meeting notice and voting date for Composite Scheme approval; check company website for notification.
NCLT hearing status and order approval for scheme under Companies Act Sections 230–232; track NCLT portal for judgments.
SEBI and stock exchange (BSE/NSE) approval letters; scheme cannot be effective until all regulatory clearances obtained.
MEDIUM RISK
Multiple regulatory approvals required; approval delays or shareholder rejection could derail demerger timeline. Share consolidation creates technical adjustments requiring investor attention.
💡 Investor Takeaway
Thomas Cook Board approved demerger of INR 70 Crores resorts business (0.4% of revenue) into Sterling Holiday Resorts; parallel share consolidation (4:1) and subsidiary mergers reduce complexity. Scheme requires NCLT, SEBI, stock exchange approvals; effective date is when all approvals obtained.
⚖️ Strengths & Concerns
✅ Positives
- Strategic focus: divesting non-core resorts (0.4% revenue) allows Thomas Cook to concentrate on core travel business and maximise operational efficiency.
- Independent growth: Sterling Holiday Resorts operates as separate listed entity with specialised resort management expertise and distinct market positioning.
⚠️ Concerns
- Multiple regulatory approvals required: NCLT, SEBI, stock exchanges, creditor bodies must approve; delays possible before scheme effectiveness.
- Share consolidation 4:1 and face value reduction INR 4 to INR 3 create technical adjustments; shareholders must monitor for liquidity/trading impact.
📅 Company Track Record
Thomas Cook (India) Limited is a leading travel company operating resorts, visa services, and travel solutions across India. Resorts business represents non-core, low-revenue segment (INR 70 Crores, 0.4% of total FY2025 revenue). Sterling Holiday Resorts is existing wholly-owned subsidiary managing resort and hotel operations with curated experiences in adventure, education, and corporate segments.
Based on publicly available historical data. For context only.