Key Event and Date

Thomas Cook (India) Limited (TCIL) received an observation letter from NSE (Ref: NSE/LIST/54449) dated September 1, 2026, conveying a 'No objection' in terms of Regulation 37 of the SEBI (LODR) Regulations, 2015. The company's intimation to the exchanges was dated September 2, 2026, and signed by Company Secretary and Compliance Officer Amit J. Parekh.

Parties Involved in the Scheme

The Composite Scheme of Arrangement involves multiple entities:

  • Demerged Company/Transferee Company: Thomas Cook (India) Limited (TCIL)
  • Resulting Company: Sterling Holiday Resorts Limited (SHRL)
  • Transferor Company 1: TC Visa Services (India) Limited (TCVSL)
  • Transferor Company 2: Jardin Travel Solutions Limited (JTSL)
  • Transferor Company 3: Borderless Travel Services Limited (BTSL)

The scheme is proposed under Sections 230 to 232, 61, and 66 of the Companies Act, 2013, read with the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016, and other applicable provisions.

SEBI and NSE Stipulations

The 'No objection' is subject to strict compliance with 18 specific points raised by SEBI (via letter dated August 27, 2026) and conditions set by NSE. Key mandates include:

  • Ensuring compliance with Regulation 11 of SEBI (LODR) Regulations, 2015.
  • Disclosing all details of ongoing adjudication, recovery proceedings, prosecutions, and enforcement actions against the company, its promoters, and directors to the NCLT and shareholders.
  • Disclosing any additional information submitted after filing the scheme on the company's and exchanges' websites.
  • Ensuring the liabilities of the demerged undertaking (Resort Business of TCIL) are transferred to Sterling Holiday Resorts Limited (SHRL).
  • Including detailed information for all unlisted companies involved in the scheme in the format specified for an abridged prospectus (Part E of Schedule VI of ICDR Regulations, 2018) in the explanatory statement.
  • Ensuring financials in the scheme, including those in the valuation report, are not more than 6 months old.
  • Prominently disclosing the scheme details in the notice sent to shareholders.
  • Ensuring any new equity shares issued are in demat form only.
  • Incorporating all observations from SEBI/stock exchanges in the petition to be filed before the NCLT and bringing them to the NCLT's notice.
  • Obtaining consent from creditors for the proposed scheme.

Extensive Shareholder Disclosure Requirements

The company must provide extensive additional disclosures to public shareholders as part of the explanatory statement, including:

  • A small explanation of the scheme, its need, rationale, synergies, and a cost-benefit analysis.
  • Impact of the scheme on shareholders.
  • Details of the Registered Valuer and Merchant Banker, a summary of valuation methods, and the basis for the share-swap ratio.
  • Latest financials (not older than 6 months) of TCIL, SHRL, TCVSL, JTSL, and BTSL.
  • Pre and post-scheme shareholding patterns of all involved companies as of the notice date, with a rationale for any changes since filing the draft scheme.
  • Capital build-up, Revenue, PAT, and EBITDA for all companies for the last 3 years.
  • The value of assets and liabilities being transferred from TCVSL, JTSL, and BTSL to TCIL, and the post-merger balance sheet of TCIL.
  • The value of assets and liabilities being transferred from TCIL to SHRL, and the post-demerger balance sheet of TCIL.
  • The value of assets and liabilities transferred from TCIL to SHRL, and the post-transfer balance sheet of SHRL.
  • Details of potential benefits, risks, integration challenges, market conditions, and financial uncertainties.
  • Financial implications of the demerger on promoters, public shareholders, and the companies involved.
  • Disclosure of all actions initiated against entities involved in the scheme (promoters/directors/KMPs) and their possible impact.
  • The impact on the reserves of TCIL and SHRL pre and post-scheme, with quantitative details and confirmation of compliance with accounting standards.

Conditions for Listing of Sterling Holiday Resorts Limited (SHRL)

The listing of SHRL is subject to SEBI approval and the company satisfying several conditions:

1. Submitting an Information Memorandum with comprehensive disclosures about SHRL and its group companies, akin to public issue requirements, to NSE. This must include a specific disclaimer clause.

2. Publishing a newspaper advertisement containing all information about SHRL, with a reference to the Information Memorandum on the company's and NSE's websites.

3. Disclosing all material information about SHRL to NSE on a continuous basis.

4. Incorporating specific provisions into the scheme:

a) Shares allotted shall remain frozen in the depositories system until listing/trading permission is given.

b) There shall be no change in SHRL's shareholding pattern or control between the record date and listing.

  • SHRL must complete steps for listing and commence trading within sixty days of receiving the NCLT order, simultaneously on all stock exchanges where TCIL is listed.

Validity and Other Provisions

The validity of NSE's Observation Letter is six months from September 1, 2026. The scheme must be submitted to the NCLT within this period.

The company is required to file a compliance status report on the NEAPS portal, stating compliance with each point of the observation letter.

The letter explicitly states that NSE's and SEBI's communications should not be construed as a clearance or approval of the scheme's financial soundness.

Enclosures and References

A copy of the NSE observation letter was enclosed with the disclosure and uploaded on the company's website at: https://www.thomascook.in/composite-scheme.

The disclosure references the company's earlier intimation dated March 20, 2026, where the Board of Directors had initially approved the scheme.