The Board of Thomas Cook (India) Limited (TCIL) approved a complex Composite Scheme of Arrangement. This involves the demerger of its Resorts and Resort Management business into Sterling Holiday Resorts Limited (SHRL), consolidation of TCIL’s share capital, and a reduction in the face value of its equity shares. The objective is to streamline operations, unlock shareholder value, and establish SHRL as a separate listed entity in the hospitality sector.
Details of the Composite Scheme of Arrangement
Thomas Cook (India) Limited (TCIL) announced the approval of a comprehensive Composite Scheme of Arrangement involving four main actions intended to reorganize and segregate business verticals for better focus and efficiency. The Scheme includes:
- The demerger of the Demerged Undertaking (Resorts and Resort Management business) of TCIL into Sterling Holiday Resorts Limited (SHRL), with subsequent listing of SHRL.
- The consolidation of four equity shares of TCIL (face value INR 1 each) into one equity share (face value INR 4 each).
- The merger by absorption of three wholly-owned subsidiaries: TC Visa Services (India) Limited (TCVSL), Jardin Travel Solutions Limited (JTSL), and Borderless Travel Services Limited (BTSL) into TCIL.
- The reduction of paid-up equity share capital of TCIL by reducing the face value from INR 4/- per share to INR 3/- per share, without payment to shareholders.
Demerger: Resorts Business to SHRL
The Demerged Undertaking being moved to SHRL consists of the resorts and resort management operations, including experience-based offerings like Adventure Holidays, Educational trips, and Corporate Getaways. The turnover of this undertaking for the year ended 31st December 2025 was INR 70 Crores, representing approximately 0.4% of TCIL’s total standalone turnover for the same period. SHRL, currently a wholly-owned subsidiary, is expected to pursue growth in the fast-growing hospitality industry as a separate listed entity.
Share Exchange Ratio for Demerger
The Scheme does not involve any cash consideration. In return for the demerged assets, SHRL will issue and allot 81 fully paid-up equity shares of face value INR 10 each for every 100 fully paid-up equity shares of face value INR 1 each held by TCIL shareholders. This results in an indicative Post-Scheme shareholding of 65.55% for Promoters in the resulting entity (SHRL).
Consolidation of Share Capital (TCIL)
To enhance key financial ratios and better reflect the true market value, TCIL will undertake a 4-for-1 consolidation of its equity shares. Post-consolidation, the total paid-up share capital will remain Rs. 47,69,50,562/-, but the number of shares will reduce from 47,69,50,562 shares of Re. 1/- each to 11,92,37,641 equity shares of Rs. 4/- each.
Reduction of Share Capital (TCIL)
Following the consolidation, TCIL will reduce the face value of its equity shares from Rs. 4/- to Rs. 3/- per share. The Board anticipates this will lead to a more efficient capital structure and improved Earnings Per Share (EPS) for TCIL, although there will be no direct benefit to the promoter group.
Merger of Subsidiaries
The merger involves absorbing three dormant, non-operative, wholly-owned subsidiaries (TCVSL, JTSL, and BTSL) into TCIL to streamline the corporate structure and reduce unnecessary compliance and administrative costs. As these entities are wholly owned, no new shares will be issued by TCIL in consideration for this merger, and the shares held by TCIL will be cancelled.
Implementation and Timeline
The entire restructuring process is subject to approvals from relevant regulatory authorities, including the jurisdictional Hon’ble National Company Law Tribunal (NCLT). The expected time of completion for the Share Capital Consolidation is estimated to be within 15 to 18 months from the date of Board approval of the Scheme.
Source: BSE
