Shareholders of Thomas Cook approved a final dividend of ₹0.50 per equity share and authorized changes to the Managing Director’s remuneration structure at its 49th Annual General Meeting held on September 10, 2026.

The meeting, conducted via video conferencing, also saw the reappointment of Sumit Maheshwari as a director liable to retire by rotation. The vacancy created by the retirement of Chandran Ratnaswami, who did not seek reappointment, was left unfilled.

Key Resolutions Passed

The following resolutions were passed with the requisite majority:

• Adoption of audited standalone and consolidated financial statements for FY26.
• Declaration of dividend of ₹0.50 per equity share of face value ₹1 each for FY26.
• Reappointment of Sumit Maheshwari (DIN: 06920646) as a director.
• Approval of commission payment to Non-Executive Independent Directors for FY25-26.
• Variation in terms and conditions of appointment regarding the remuneration structure of Mahesh Iyer (DIN: 07560302), Managing Director and CEO.

Voting Dynamics

Promoter and promoter group shareholders held 304,686,415 shares and voted in favor of all resolutions. Public institutional shareholders held 58,525,316 shares, while public non-institutional shareholders held 107,168,831 shares as on the record date of September 3, 2026.

The special resolution to vary the MD’s remuneration saw significant support from promoters but faced dissent from public institutions. Among public institutional votes polled, approximately 83.16% voted in favor, while 16.84% voted against. Public non-institutional shareholders showed stronger support, with 99.32% voting in favor.

What the Numbers Show

The voting pattern reveals a divergence between promoter and public institutional stakeholders regarding executive compensation. While promoters backed the remuneration variation unanimously, nearly one-fifth of public institutional votes opposed it. This suggests scrutiny from larger institutional investors on management pay structures, even as retail and non-institutional public shareholders largely supported the board’s proposals.

Thomas Cook (India) Limited has received a no-objection letter from the National Stock Exchange dated September 1, 2026, regarding its proposed Composite Scheme of Arrangement. This follows an earlier observation letter from the Bombay Stock Exchange dated August 31, 2026. The regulatory clearances allow the company to proceed with filing the scheme before the National Company Law Tribunal.

The scheme involves Thomas Cook (India) Limited as the demerged and transferee company, Sterling Holiday Resorts Limited as the resulting company, and three transferor companies: TC Visa Services (India) Limited, Jardin Travel Solutions Limited, and Borderless Travel Services Limited. The arrangement is filed under Sections 230 to 232, 61, and 66 of the Companies Act, 2013.

Regulatory Conditions

The NSE letter, issued under Regulation 37 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, outlines several conditions for the scheme's implementation. The exchange emphasized compliance with Regulation 11 of SEBI LODR and mandated that all details of ongoing adjudication or recovery proceedings against the company, its promoters, and directors be disclosed to shareholders.

Key requirements include:

• Ensuring liabilities from the resort business of Thomas Cook (India) are transferred to Sterling Holiday Resorts Limited.
• Including information about unlisted companies in the format specified for abridged prospectuses in the explanatory statement sent to shareholders.
• Disclosing financials in the scheme that are not older than six months from the date of the stock exchange's no-objection certificate.
• Issuing any equity shares pursuant to the scheme strictly in demat form.

Disclosure Mandates

The exchange advised that the explanatory statement to shareholders must include a rationale for the scheme, synergies, impact analysis, and details of the registered valuer and merchant banker. It must also disclose pre- and post-scheme shareholding patterns, capital build-up for the last three years, and revenue, PAT, and EBITDA figures for all involved entities over the same period.

Additionally, the company must disclose the value of assets and liabilities being transferred between entities and the post-merger or post-demerger balance sheets. Any potential benefits, risks, integration challenges, and financial uncertainties associated with the scheme must also be prominently disclosed.

Next Steps

The validity of the observation letter is six months from September 1, 2026. Within this period, the scheme must be submitted to the NCLT. The listing of equity shares of Sterling Holiday Resorts Limited will be subject to SEBI granting relaxation under Rule 19(2)(b) of the Securities Contract (Regulation) Rules, 1957, and compliance with relevant SEBI circulars.

Sterling Holiday Resorts Limited is required to submit an Information Memorandum to the NSE and publish advertisements in newspapers detailing the company's information. The shares allotted under the scheme will remain frozen in the depository system until listing and trading permissions are granted by the designated stock exchange.