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.

Subsidiary Board Approval and Regulatory Disclosure

Sterling Holiday Resorts Limited, the wholly-owned material subsidiary of Thomas Cook (India) Limited, also held its board meeting on March 20, 2026, where directors approved the same Composite Scheme of Arrangement. The approval was communicated to BSE Limited and National Stock Exchange of India Limited under Regulation 30(9) of SEBI Listing Regulations.

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. The company operates 6 resorts directly under the Nature Trails brand across scenic locations in India, offering adventure holidays, educational trips, and corporate getaways.

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. 4.00 each. Subsequently, the face value will be reduced from Rs. 4.00 to Rs. 3.00 per share without any payment to shareholders.

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. These subsidiaries are currently dormant and non-operative, incurring unnecessary compliance costs.

Strategic Objectives and Value Creation

According to Managing Director & CEO Mahesh Iyer, the restructuring aims to unlock tremendous value for shareholders by streamlining the existing capital structure and resulting in improved Earnings Per Share. The demerger will enable sharper strategic and operational focus across each business vertical and pursue sector-specific growth strategies with agility.

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. The restructuring aims to unlock value for shareholders, enable sharper strategic focus across business verticals, and attract differentiated investor cohorts for each business segment.

Thomas Cook (India) Limited has announced the grant of 13,70,000 stock options to eligible employees under its Employee Stock Option Plan. The company's Nomination and Remuneration Committee approved this grant on March 20, 2026, pursuant to the Thomas Cook Employees Stock Option Scheme 2024-EXECOM (ESOP 2024-EXECOM).

Stock Option Grant Details

The comprehensive stock option grant encompasses significant benefits for eligible employees across the organization. Each stock option granted under the scheme is convertible into one fully paid-up equity share having a face value of Re 1. The company has structured the grant to align employee interests with shareholder value creation.

Scheme Structure and Terms

The ESOP 2024-EXECOM scheme incorporates comprehensive provisions for various employment scenarios. The scheme provides detailed guidelines for handling stock options in cases of death, permanent incapacity, resignation, separation, redundancy, retirement, and termination with cause. Importantly, the equity shares allotted pursuant to the exercise of stock options will not be subject to any lock-in restrictions.

The scheme also includes provisions for corporate actions such as rights issues, bonus issues, stock splits or consolidation of equity shares, mergers, amalgamations, or sale of divisions. In such events, requisite adjustments will be made to the number of stock options in a fair and reasonable manner in accordance with the ESOP 2024-EXECOM guidelines.

Regulatory Compliance

The stock option grant fully complies with the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021. The company has fulfilled all disclosure requirements under Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, ensuring complete transparency with stakeholders.

Implementation Timeline

The granted options will enable employees to exercise and receive company shares upon vesting, subject to necessary approvals. The vesting and exercise details will be communicated to eligible employees as per the scheme guidelines. The 20-year exercise window provides substantial flexibility for option holders to optimize their exercise timing based on market conditions and personal financial planning.

This employee stock option grant represents Thomas Cook India's commitment to employee retention and motivation through equity participation in the company's growth trajectory.