Thomas Cook (India) Ltd targets SHRL listing by Q1 FY28

Thomas Cook (India) Ltd plans to list Sterling Holiday Resorts Ltd (SHRL) on BSE and NSE by Q1 FY28 after demerging its resorts business, proposing 0.81 SHRL shares for every TCIL share, subject to National Company Law Tribunal (NCLT) and regulatory approvals. The transferred business will include six Nature Trails resorts.

What will TCIL demerge into SHRL?

TCIL will demerge its Resorts and Resort Management business into SHRL, while retaining Financial Services and Travel & Related Services. The proposed SHRL business includes TCIL’s six Nature Trails resorts, which offer adventure holidays, education trips and corporate getaways.

Before the transaction, TCIL contains Financial Services, Travel & Related Services and Resorts. After the demerger becomes effective, SHRL will contain the resorts platform and will be listed on BSE and the National Stock Exchange (NSE), while TCIL will retain its two other operating segments. TCIL also says it will continue to hold its current number of SHRL shares and that promoter and public shareholding patterns will remain similar.

The resorts operation is reported as Leisure Hospitality in TCIL’s second quarter of fiscal year 2027 (Q2 FY27) segment disclosure. Leisure Hospitality revenue rose 21% year on year to Rs 125.9 crore, while earnings before interest, tax, depreciation and amortisation (EBITDA) increased 4% to Rs 29.8 crore. Revenue was nevertheless below Rs 161.4 crore in Q1 FY27, and EBITDA was below Rs 63.7 crore in that quarter.

What will TCIL shareholders receive in the SHRL demerger?

TCIL shareholders are proposed to receive 0.81 SHRL shares for every one TCIL share, subject to NCLT and regulatory approvals. The presentation does not disclose a record date, a value for the entitlement or the date when SHRL trading would begin.

The scheme also sets out a capital restructuring. Four shares with a face value of Rs 1 each would become one share with a face value of Rs 4, after which TCIL’s face value would be reset from Rs 4 to Rs 3. These steps are presented as part of the transaction structure alongside the share entitlement.

Management says the separation is intended to create a focused resorts platform and give TCIL and SHRL separate sector-specific growth plans and priorities. It also cites the merger of dormant entities, reduced administration and better earnings per share (EPS) as intended structural outcomes, without quantifying an expected financial effect.

SHRL will become separately listed only after the demerger becomes effective, SHRL shares are allotted and listing and trading begin. Until then, TCIL says SHRL will continue as a fully consolidated segment of the TCIL Group through the estimated Q1 FY28 process timetable.

How does Leisure Hospitality compare with TCIL’s other segments?

Leisure Hospitality grew revenue 21% in Q2 FY27, matching Financial Services and differing from the 7% revenue decline in Travel & Related Services. Leisure Hospitality’s EBITDA margin fell to 23.6% from 27.5% in Q2 FY26, while Financial Services reported 46.2% and Travel & Related Services reported 4.2%.

Travel & Related Services remained the largest reported segment, with Q2 FY27 revenue of Rs 1,568.3 crore, compared with Rs 125.9 crore for Leisure Hospitality and Rs 102.5 crore for Financial Services. Its EBITDA declined 21% to Rs 66 crore, whereas Leisure Hospitality EBITDA increased by Rs 1.1 crore to Rs 29.8 crore.

Leisure Hospitality earnings before interest and tax (EBIT) rose 9% to Rs 18.4 crore from Rs 16.9 crore, but its EBIT margin declined by 155 basis points to 14.6%. A basis point is one-hundredth of a percentage point. At group level, TCIL’s revenue from operations declined 6% to Rs 1,944.2 crore in Q2 FY27, while reported profit after tax fell 24% to Rs 53.7 crore.

TCIL also reports customer-rating and recognition measures for the resorts business. SHRL’s TripAdvisor average rating improved to 4.61 from 4.57 in FY 2024-25, 85% of resorts were rated 4.5 or above, and TripAdvisor recognised 30 resorts and 11 restaurants for excellence.

What approvals and milestones remain before the SHRL listing?

TCIL estimates that the process will conclude by Q1 FY28, but it requires stock exchange, Securities and Exchange Board of India (SEBI), NCLT and shareholder steps. The estimate is conditional because the proposed 0.81-share entitlement is expressly subject to NCLT and regulatory approvals.

The process set out by TCIL starts with board approvals and pre-scheme actions, including a shift in SHRL’s registered office. It then lists an application to stock exchanges, stock-exchange approvals, SEBI approval, an NCLT filing and NCLT directions for a shareholder vote.

After the shareholder vote, the stated sequence is final NCLT approval and demerger effectiveness, followed by SHRL share allotment and listing and trading. TCIL does not provide individual dates for these milestones or a date for the shareholder vote.

Conclusion

The proposed structure would place TCIL’s Resorts and Resort Management business, including six Nature Trails resorts, in a separately listed SHRL, while TCIL retains Financial Services and Travel & Related Services. The 0.81 SHRL-share entitlement accompanies a Q2 FY27 period in which Leisure Hospitality revenue increased 21% to Rs 125.9 crore and EBITDA rose 4% to Rs 29.8 crore.

The next disclosed items to watch are stock-exchange and SEBI approvals, NCLT directions and final approval, and the shareholder vote before allotment and listing. TCIL estimates a Q1 FY28 conclusion and says SHRL will remain fully consolidated in the TCIL Group until the demerger becomes effective.