Thomas Cook India Board Approves Composite Scheme of Arrangement

Thomas Cook (India) Limited has announced the outcome of its board meeting held on March 20, 2026, where directors approved a comprehensive Composite Scheme of Arrangement. The scheme involves multiple corporate restructuring activities including demerger, share consolidation, subsidiary mergers, and capital reduction.

Board Meeting Outcome

The Board of Directors, based on recommendations from the Independent Directors Committee and Audit Committee, approved the Composite Scheme of Arrangement involving Thomas Cook (India) Limited, Sterling Holiday Resorts Limited, and three subsidiary companies. The meeting commenced at 3:45 PM IST and concluded at 6:00 PM IST.

Meeting Details: Information Date: March 20, 2026 Duration: 3:45 PM - 6:00 PM IST Primary Decision: Composite Scheme approval Committees Involved: Independent Directors & Audit Committee

Demerger of Resorts Business

The scheme includes demerging Thomas Cook's Resorts and Resort Management business into Sterling Holiday Resorts Limited (SHRL). The demerged undertaking consists of resorts and resort management operations, including operating and managing resorts, hotels and similar properties.

Demerger Parameters: Details Demerged Business: Resorts and Resort Management Turnover: INR 70 Crores (~0.4% of total standalone turnover) Share Exchange Ratio: 81 SHRL shares for every 100 TCIL shares Listing Status: SHRL to be listed on BSE and NSE

Share Capital Restructuring

The composite scheme involves multiple share capital changes. Four equity shares of face value Re. 1 each will be consolidated into one equity share of face value Rs. 4 each. Subsequently, the face value will be reduced from Rs. 4 to Rs. 3 per share without any payment to shareholders.

Capital Structure Changes: Before After Consolidation Ratio: 4 shares of Re. 1 each 1 share of Rs. 4 each Final Face Value: Rs. 4 per share Rs. 3 per share Paid-up Capital: Rs. 47.69 Crores Rs. 47.69 Crores Number of Shares: 47,69,50,562 11,92,37,641

Subsidiary Mergers

Three wholly-owned subsidiaries will be merged with Thomas Cook (India) Limited. TC Visa Services (India) Limited, Jardin Travel Solutions Limited, and Borderless Travel Services Limited will be absorbed to streamline corporate structure and reduce administrative costs.

Subsidiary Details: Paid-up Capital Turnover TC Visa Services: Rs. 0.05 Crores Rs. 1.2 Crores Jardin Travel Solutions: Rs. 1 Crore Nil Borderless Travel Services: Rs. 0.05 Crores Nil

Regulatory Approvals and Timeline

The scheme requires approvals from shareholders, creditors, National Company Law Tribunal, SEBI, and stock exchanges. BSE Limited has been appointed as the designated stock exchange for the scheme. The company expects completion within 15 to 18 months from board approval, subject to securing necessary regulatory approvals.

The announcement was made under Regulation 30 of SEBI Listing Regulations and communicated to both BSE and NSE by Company Secretary Amit J. Parekh.

Thomas Cook (India) Limited has received contrasting orders from tax authorities, with one providing relief while another confirms significant GST demands. The travel services company informed stock exchanges about these developments on March 18, 2026, under Regulation 30 of SEBI Listing Regulations.

Mumbai Authority Drops Penalty

The Deputy Commissioner, Division III, Mumbai Central, Maharashtra issued a rectification order dropping a penalty that had been imposed on the company. The order provided complete relief from the penalty amount.

Parameter: Details Authority: Deputy Commissioner, Division III, Mumbai Central Order Type: Rectification Order Penalty Dropped: ₹2,80,175 Legal Provision: Section 74 of CGST Act 2017 Impact: No further steps required

Chennai Authority Confirms GST Demand

In contrast to the Mumbai relief, the Commercial Tax Officer, Chennai Central, Tamil Nadu confirmed a substantial GST demand against the company. The order encompasses multiple components including the original short payment, applicable interest, and penalties.

Component: Amount (₹) Short Payment of GST: 16,13,449 Applicable Interest: 17,17,063 Penalty: 16,13,449 Total Demand: 49,43,961

The penalty has been imposed under Section 74 of CGST Act 2017, while the interest component falls under Section 50 of the same Act.

Company Response and Impact Assessment

Thomas Cook India has indicated that it is evaluating the necessary steps regarding the Chennai order. The company has assessed that despite the significant monetary amount involved, there is no material financial or operational impact on the entity.

Both orders were received on March 18, 2026, and the company has fulfilled its disclosure obligations by informing BSE and NSE under the SEBI Master Circular requirements. The intimation has also been uploaded on the company's website for stakeholder access.

Regulatory Compliance

The disclosure was made in accordance with Regulation 30 read with Para A of Part A of Schedule III of the SEBI Listing Regulations and SEBI Master Circular No. HO/49/14/14(7)2025-CFD-POD2/I/3762/2026 dated January 30, 2026. This demonstrates the company's commitment to maintaining transparency with regulatory authorities and stakeholders regarding material developments.

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