Thomas Cook (India) Limited Announces Composite Scheme of Arrangement
Thomas Cook (India) Limited (TCIL) announced a composite scheme of arrangement involving its subsidiaries TC Visa Services (India) Limited (TCVSL), Jardin Travel Solutions Limited (JTSL), and Borderless Travel Services Limited (BTSL) and Sterling Holiday Resorts Limited (SHRL). The scheme, recommended by the Independent Directors Committee and the Audit Committee, includes a demerger of TCIL's Resorts and Resort Management Undertaking into SHRL, a consolidation of TCIL’s share capital, the merger of TCVSL, JTSL, and BTSL with TCIL, and a reduction of TCIL’s share capital.The turnover of the Demerged Undertaking for the year ended December 31, 2025, was INR 70 Crores, representing approximately 0.4% of TCIL’s total standalone turnover for the same period. The rationale for the demerger is to unlock value for shareholders, improve operational efficiencies and enable both TCIL and SHRL to pursue growth opportunities.
As part of the transaction, SHRL will issue 81 equity shares for every 100 shares held in TCIL. TCIL will consolidate four shares of face value INR 1 each into one share of face value INR 4 each. Following the scheme’s effectiveness, TCIL will reduce its paid-up equity share capital from INR 4 per share to INR 3 per share.
BSE Limited has been designated as the designated stock exchange for the scheme. The Board meeting commenced at 3:45 P.M. (IST) and concluded at 6:00 P.M. (IST).
TCIL’s Resorts and Resort Management business will be demerged into SHRL. TCIL will demerge its Resorts and Resort Management business into SHRL and the shareholders will receive SHRL shares in the ratio of 0.81 shares for every one share of TCIL. The promoters and public shareholding pattern of TCIL and SHRL will remain similar post the demerger. Shares of SHRL will be listed on both the BSE and NSE.
TCIL’s wholly-owned subsidiaries, TCVSL, JTSL, and BTSL, which are currently non-operative, will be merged into TCIL to streamline corporate structure and reduce overheads.
Fairfax Financial Holdings Limited, through its subsidiary Fairbridge Capital (Mauritius) Limited, holds a 63.83% shareholding in TCIL.
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