BSECompany Update3d ago · 2 Sept 2026, 01:56 pm

We are enclosing herewith intimation regarding receipt of Observation Letter from National Stock Exchange of India Limited in relation to Composite Scheme of Arrangement.

Thomas Cook (India) Ltd · 500413

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Thomas Cook (India) Ltd has received an observation letter from National Stock Exchange of India Limited regarding the Composite Scheme of Arrangement, subject to certain conditions and compliance with SEBI regulations.

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Earnings Impact2/10
Growth Catalyst3/10
Governance Concern1/10
Regulatory Risk6/10
Balance Sheet Risk2/10
Liquidity Impact5/10
Market Sentiment4/10

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Thomas Cook (India) Ltd - 500413 - Intimation Under Regulation 30 Of The Securities And Exchange Board Of India (Listing Obligations And Disclosure Requirements) Regulations, 2015 Regarding Receipt Of Observation Letter From National Stock Exchange Of India Limited In Relation To Composite Scheme Of Arrangement.

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September 2, 2026 The Manager, The Manager, Listing Department Listing Department BSE Limited National Stock Exchange of India Limited Phiroze Jeejeebhoy Towers, Exchange Plaza, 5th Floor, Plot No. C/1, Dalal Street, G Block, Bandra-Kurla Complex, Bandra (E), Mumbai – 400 001 Mumbai – 400 051 Scrip Code: 500413 Scrip Code: THOMASCOOK Fax No.: 2272 2037/39/41/61 Fax No.: 2659 8237/38 Dear Sir/ Madam, Sub: Intimation under Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 regarding receipt of Observation Letter from National Stock Exchange of India Limited (“NSE”) in relation to Composite Scheme of Arrangement. Ref: Composite Scheme of Arrangement amongst Thomas Cook (India) Limited (“Demerged Company” or “Transferee Company” or “TCIL”) and Sterling Holiday Resorts Limited (“Resulting Company” or “SHRL”) and TC Visa Services (India) Limited (“Transferor Company 1” or “TCVSL”) and Jardin Travel Solutions Limited (“Transferor Company 2” or “JTSL”) and Borderless Travel Services Limited (“Transferor Company 3” or “BTSL”) and their respective shareholders, under Sections 230 to 232, 61 and 66 read with the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016, National Company Law Tribunal Rules, 2016 and National Company Law Tribunal (Procedure for Reduction of Share Capital of Company) Rules, 2016 and other applicable provisions of the Companies Act, 2013 (“Scheme”) In continuation to our earlier intimation dated March 20, 2026 wherein it was informed that the Board of Directors of the Company had approved the Composite Scheme of Arrangement subject to receipt of necessary regulatory and other approvals, as may be required. In this context, we wish to further inform that the Company has received observation letter from National Stock Exchange of India Limited dated September 1, 2026 with ‘No objection’ in terms of Regulation 37 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 in relation to the Scheme. Copy of the said observation letter is enclosed herewith and is also uploaded on the website of the Company, at weblink: https://www.thomascook.in/composite-scheme. This is for your information and records. Yours faithfully, For Thomas Cook (India) Limited Amit J. Parekh Company Secretary and Compliance Officer Encl: a/a Ref: NSE/LIST/54449 September 01, 2026 The Company Secretary Thomas Cook (India) Limited Dear Sir/Madam, Sub: Observation Letter for draft composite Scheme of Arrangement of the Thomas Cook (India) Limited (“TCIL/Demerged Company/Transferee Company”), Sterling Holiday Resorts Limited (“SHRL/Resulting Company”), TC Visa Services (India) Limited (“TCVSL/Transferor Company 1”), Jardin Travel Solutions Limited (“JTSL/Transferor Company 2”), Borderless Travel Services Limited (“BTSL/Transferor Company 3”) and their respective shareholders under sections 230 to 232, 61, 66 and other applicable provisions of the Companies Act, 2013 read with the companies (Compromises, Arrangements and Amalgamations) Rules, 2016, National Company Law Tribunal Rules, 2016 and National Company Law Tribunal (Procedure For Reduction Of Share Capital Of Company) Rules, 2016. We are in receipt of the captioned draft scheme filed by Thomas Cook (India) Limited. Based on our letter reference no. NSE/LIST/54449 dated July23, 2026,submitted to SEBI pursuant to SEBI Master Circular No - SEBI/HO/CFD/POD-2/P/CIR/2023/93 dated June 20, 2023, and Regulation 37 and 94 (2) and 94A (2) of SEBI (LODR) Regulations, 2015SEBI vide its letter dated August 27, 2026, has inter alia given the following comment(s) on the draft scheme of arrangement: a) The Company shall ensure that it is in compliance with the provisions of Regulation 11 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. b) The Company shall ensure that it discloses all details of ongoing adjudication & recovery proceedings, prosecution initiated and all other enforcement action taken, if any, against the Company, its promoters and directors, before the Hon’ble National Company Law Tribunal (“the NCLT”) and shareholders, while seeking approval of the scheme. c) The Company shall ensure that additional information, if any, submitted by the Company after filing the scheme with the stock exchange, from the date of receipt of this letter, is displayed on the websites of the listed company and the stock exchanges. This Document is Digitally Signed Signer: SAILI MOHAN KAMBLE Date: Tue, Sep 1, 2026 11:02:39 IST Location: NSE Non-Confidential Continuation Sheet Ref: NSE/LIST/ 54449 September 01, 2026 d) The Company shall ensure compliance with the SEBI circulars issued from time to time. The entities involved in the Scheme shall duly comply with various provisions of the Master Circular(s) issued on June 20, 2023, and ensure that the liabilities of Demerged Undertaking i.e. Resort Business of TCIL (Demerged Company) are transferred to Sterling Holiday Resorts Limited (SHRL/ Resulting Company). e) The Company shall ensure that the information pertaining to all the Unlisted Companies, if any, involved in the scheme shall be included in the format specified for abridged prospectus as provided in Part E of Schedule VI of the ICDR Regulations, 2018, in the explanatory statement or notice or proposal accompanying resolution to be passed, which is sent to the shareholders for seeking approval, if applicable. f) The Company shall ensure that the financials in the scheme including financials considered for valuation report are not for period more than 6 months old, if applicable. g) The Company shall ensure that the details of the proposed scheme under consideration as provided by the Company to the Stock Exchange shall be prominently disclosed in the notice sent to the Shareholders. h) The Company shall ensure that the proposed equity shares, if any, to be issued in terms of the “Scheme” shall mandatorily be in demat form only. i) The Company shall ensure that the “Scheme” shall be acted upon subject to the applicant complying with the relevant clauses mentioned in the scheme document. j) The Company shall ensure that the entities involved in the proposed scheme shall not make any changes in the draft scheme subsequent to filing the draft scheme with SEBI by the Stock Exchange(s). k) The Company shall ensure no changes to the draft scheme except those mandated by the regulators/ authorities / tribunals shall be made without specific written consent of SEBI. l) The Company shall ensure that the observations of SEBI/Stock exchanges shall be incorporated in the petition to be filed before the NCLT and the company is obliged to bring the observations to the notice of the NCLT. m) The Company shall ensure to comply with all applicable provisions of the Companies Act, 2013, rules and regulations issued thereunder including obtaining the consent from the creditors for the proposed scheme. This Document is Digitally Signed Signer: SAILI MOHAN KAMBLE Date: Tue, Sep 1, 2026 11:02:39 IST Location: NSE Non-Confidential Continuation Sheet Ref: NSE/LIST/ 54449 September 01, 2026 n) The Company shall ensure that the following additional disclosure to the public shareholders as a part of explanatory statement or notice or proposal accompanying resolution to be passed to be forwarded by the company to the shareholders while seeking approval u/s 230 to 232 of the Companies Act 2013, to enable them to take an informed decision – i. Small explanation of the scheme. ii. Need for the scheme, rationale of the scheme, synergies of business of the entities involved in the scheme, Impact of the scheme on the shareholders and cost benefit analysis of the scheme. iii. Details of Registered Valuer issuing Valuation Report and Merchant Banker issuing Fairness opinion, Summary of methods considered and basis for arriving at the Share- Swap Ratio and Rationale for using above methods. iv. Latest financials of TCIL, SHR [Showing first 8,000 characters — download PDF for full document]