Thomas Cook (India) Limited scheme awaits NCLT approval

Thomas Cook (India) Limited’s restructuring scheme remained under process before the National Company Law Tribunal, Mumbai Bench, as of 2 November 2026, with shareholders proposed to receive 81 Sterling Holiday Resorts Limited shares for every 100 TCIL shares. The board approved the composite plan on 20 March 2026, covering a resorts demerger, three subsidiary mergers, share consolidation and capital reduction.

What does TCIL’s proposed scheme do?

TCIL’s Composite Scheme of Arrangement and Amalgamation combines four actions: the demerger of its Resorts and Resort Management business, a share consolidation, the amalgamation of three wholly owned subsidiaries and a reduction in equity-share face value. The board approved the proposal on 20 March 2026 under Sections 230 to 232, read with Sections 61 and 66, of the Companies Act, 2013.

The proposed demerger would transfer TCIL’s Resorts and Resort Management business to Sterling Holiday Resorts Limited, referred to as SHRL. TCIL describes the business as multiple resorts across India offering leisure and retreat experiences, together with hospitality and resort-management services. The 2 November 2026 filing does not disclose separate revenue, profit, asset value or an effective date for the business being transferred.

TCIL also proposes to consolidate four equity shares with a face value of Rs 1 each into one equity share with a face value of Rs 4. The scheme then provides for reducing the paid-up face value of that equity share from Rs 4 to Rs 3. These capital-structure changes are proposed steps in the scheme, rather than changes completed in the financial results for the half year ended 30 September 2026.

What shares would TCIL shareholders receive in the resorts demerger?

TCIL shareholders would receive 81 SHRL shares for every 100 TCIL shares held as consideration for the proposed demerger. The filing specifies the 81-for-100 ratio but does not provide a cash alternative, a monetary value for the entitlement or an expected allotment date. The issue of SHRL shares remains subject to sanction of the scheme.

The filing lists the 81-for-100 entitlement alongside the proposed four-for-one TCIL consolidation, but does not explain how the entitlement would interact with the consolidation. It states that four Rs 1 shares would become one Rs 4 share before the proposed reduction to Rs 3 face value. As of 2 November 2026, the document therefore discloses the ratio but not a final post-scheme shareholding calculation.

SHRL recognised a land revaluation gain of Rs 134.72 crore during the year ended 31 March 2026, or Rs 115.68 crore net of tax. The gain was recorded in other comprehensive income, abbreviated as OCI, under SHRL’s policy of measuring freehold and leasehold land at fair value, with an independent external valuer conducting the valuation. This accounting gain is separate from the stated demerger share ratio.

Which subsidiaries would merge into TCIL under the scheme?

TC Visa Services (India) Limited, Jardin Travel Solution Limited and Borderless Travel Services Limited would amalgamate with TCIL under the proposed scheme. TCIL identifies the three companies as wholly owned subsidiaries and does not disclose a separate share-exchange ratio for their amalgamations. The 81-for-100 share consideration is specifically disclosed for the resorts-business demerger.

The proposed mergers are part of the group restructuring approved on 20 March 2026. TCIL recorded Rs 1.03 crore of legal and professional fees related to the scheme in the half year ended 30 September 2026, classified within exceptional items. The amount comprised Rs 20 lakh in the quarter ended 30 June 2026 and Rs 84 lakh in the quarter ended 30 September 2026.

Scheme-related costs increased from Rs 20 lakh in the June 2026 quarter to Rs 84 lakh in the September 2026 quarter. For the year ended 31 March 2026, TCIL had recorded Rs 1.54 crore of legal and professional fees connected with the scheme. The reported expenses show that transaction work continued through the half year, but they do not indicate when tribunal approval or implementation may occur.

Where does TCIL’s NCLT approval process stand?

TCIL’s application for sanction was under process with the National Company Law Tribunal, Mumbai Bench, as of 2 November 2026. The company said it applied after complying with applicable regulatory requirements involving National Stock Exchange of India Limited and BSE Limited. The filing gives no hearing date, tribunal order date or implementation deadline.

The disclosure therefore reports a pending process rather than a sanctioned or effective restructuring. TCIL’s unaudited consolidated results for the quarter and half year ended 30 September 2026 received an unmodified limited-review conclusion from its statutory auditors. That review concerns the financial statements and is not approval of the corporate scheme.

TCIL reported a Rs 99 lakh mark-to-market gain in the quarter ended 30 September 2026 and a Rs 2.92 crore gain for the half year. This compared with a Rs 2.30 crore loss in the half year ended 30 September 2025. The filing attributes these movements to fair valuation of shares held by the TCIL employee trust in Quess Corp Limited and its demerged entities, making them separate from the NCLT process.

Conclusion

TCIL has proposed a multi-part reorganisation that would transfer its resorts and resort-management business to SHRL while amalgamating three wholly owned subsidiaries into TCIL. The central shareholder term is the proposed issue of 81 SHRL shares for every 100 TCIL shares, alongside a four-into-one TCIL consolidation and a reduction in face value from Rs 4 to Rs 3.

The next disclosed matter to watch is the National Company Law Tribunal, Mumbai Bench’s decision on the application, which was still under process on 2 November 2026. TCIL has not disclosed a hearing date, completion timetable or post-scheme calculation explaining the interaction of the 81-for-100 entitlement with the proposed share consolidation.