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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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
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