Thomas Cook (India) Limited Receives NCLT Order for Composite Scheme of Arrangement

Thomas Cook (India) Limited (NSE: THOMASCOOK, BSE Scrip Code: 500413) has informed the exchanges that the Hon’ble National Company Law Tribunal (NCLT), Mumbai Bench-I, passed an order on November 4, 2026, admitting the application regarding the Composite Scheme of Arrangement amongst the company and its subsidiaries.

The order is procedural in nature, laying down directions and completing statutory formalities for the proposed restructuring. The Scheme remains subject to shareholder approval and final sanction from the NCLT, among other applicable regulatory approvals.

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Overview of the Composite Scheme of Arrangement

The Scheme involves five entities under Sections 230 to 232, 61, 66, and other applicable provisions of the Companies Act, 2013:

1. Thomas Cook (India) Limited (TCIL) – Demerged Company / Transferee Company / First Applicant Company
2. Sterling Holiday Resorts Limited (SHRL) – Resulting Company / Second Applicant Company (Wholly owned subsidiary of TCIL)
3. TC Visa Services (India) Limited (TCVSL) – Transferor Company 1 / Third Applicant Company (Wholly owned subsidiary of TCIL)
4. Jardin Travel Solutions Limited (JTSL) – Transferor Company 2 / Fourth Applicant Company (Wholly owned subsidiary of TCIL)
5. Borderless Travel Services Limited (BTSL) – Transferor Company 3 / Fifth Applicant Company (Wholly owned subsidiary of TCIL)

Structure and Key Components of the Scheme

The Composite Scheme is divided into six key parts:

• Demerger of Resort Business (Part II): Demerger of TCIL's "Demerged Undertaking" (Resort Business) into SHRL on a going concern basis, followed by the listing of SHRL.
• Share Consolidation (Part III): Consolidation of four equity shares of TCIL of face value of INR 1/- each into one equity share of face value of INR 4/- each.
• Amalgamation of Inactive Subsidiaries (Part IV): Amalgamation of dormant wholly owned subsidiaries (TCVSL, JTSL, and BTSL) into TCIL and their consequent dissolution without winding up.
• Capital Reduction (Part V): Reduction and reorganization of TCIL's share capital by reducing the face value of TCIL's equity shares from INR 4/- per share to INR 3/- per share.

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Share Entitlement and Consideration

• Demerger Consideration:
  For every 100 (One Hundred only) equity shares of TCIL of face value of INR 1/- each credited as fully paid up, SHRL will issue and allot 81 (Eighty One only) equity shares of SHRL of face value of INR 10/- each credited as fully paid up.
• Amalgamation of Transferor Companies:
  Since TCVSL, JTSL, and BTSL are direct wholly owned subsidiaries of TCIL, no shares will be issued by TCIL. All existing shares of these transferor companies will stand cancelled upon the Scheme becoming effective.

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Share Capital Details (as of March 20, 2026)

1. Thomas Cook (India) Limited (TCIL)

• Authorised Share Capital:
  • 197,93,00,000 equity shares of INR 1/- each: INR 197,93,00,000
  • 50,00,00,000 preference shares of INR 10/- each: INR 500,00,00,000
  • Total: INR 697,93,00,000
• Issued, Subscribed, and Paid-up Share Capital:
  • 47,03,80,562 equity shares of INR 1/- each, fully paid-up: INR 47,03,80,562
  • Total: INR 47,03,80,562

2. Sterling Holiday Resorts Limited (SHRL)

• Authorised Share Capital:
  • 3,90,00,000 equity shares of INR 10/- each: INR 39,00,00,000
  • 10,00,000 preference shares of INR 10/- each: INR 1,00,00,000
  • Total: INR 40,00,00,000
• Issued, Subscribed, and Paid-up Share Capital:
  • 2,90,50,000 equity shares of INR 10/- each, fully paid-up: INR 29,05,00,000
  • Total: INR 29,05,00,000

3. TC Visa Services (India) Limited (TCVSL)

• Authorised Share Capital: 5,00,000 equity shares of INR 10/- each (INR 50,00,000)
• Issued, Subscribed, and Paid-up Share Capital: 50,000 equity shares of INR 10/- each, fully paid-up (INR 5,00,000)

4. Jardin Travel Solutions Limited (JTSL)

• Authorised Share Capital: 10,00,000 equity shares of INR 10/- each (INR 1,00,00,000)
• Issued, Subscribed, and Paid-up Share Capital: 10,00,00,000 equity shares of INR 10/- each, fully paid-up (INR 1,00,00,000)

5. Borderless Travel Services Limited (BTSL)

• Authorised Share Capital: 10,00,000 equity shares of INR 10/- each (INR 1,00,00,000)
• Issued, Subscribed, and Paid-up Share Capital: 5,000 equity shares of INR 10/- each, fully paid-up (INR 50,000)

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Strategic Rationale

• Business Focus: Demerging the Resort Business allows SHRL to leverage its operational expertise (managing 3,700+ rooms across 75+ resorts) and operate as a distinct listed entity aligned with hospitality industry dynamics.
• Capital Structure Optimization: The consolidation and subsequent reduction in the face value of TCIL's equity shares are designed to right-size TCIL's balance sheet, improve key financial ratios, and improve earnings per share without requiring any cash payout.
• Cost and Operational Efficiencies: Merging dormant, non-operative subsidiaries (TCVSL, JTSL, and BTSL) into TCIL eliminates administrative redundancies and compliance costs.

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Creditor and Shareholder Meeting Directions

As per the NCLT order:

• Equity Shareholders: Meetings of the equity shareholders of SHRL, TCVSL, JTSL, and BTSL have been dispensed with, as 100% consent via affidavits was placed on record.
• Secured Creditors:
  • TCIL has 6 secured creditors with aggregate outstanding liabilities of Rs. 66,94,98,851/-, all of whom (100% in value) granted consent. Consequently, the meeting of secured creditors of TCIL has been dispensed with.
  • SHRL, TCVSL, JTSL, and BTSL have no secured creditors; hence, no meetings are required.
• Regulatory Clearances: Prior to this NCLT order, TCIL received observation/no-objection letters from BSE Limited on August 31, 2026, and the National Stock Exchange of India Limited on September 1, 2026.