Thomas Cook (India) Limited has received an important update regarding its proposed composite scheme of arrangement. The National Stock Exchange of India (NSE) has issued an ‘Observation Letter’ dated September 1, 2026, granting a ‘No objection’. This development, detailed in the letter, signifies a crucial step forward in the company’s ongoing corporate restructuring efforts, paving the way for further regulatory approvals.
NSE Issues ‘No Objection’ for Scheme of Arrangement
Thomas Cook (India) Limited announced on September 2, 2026, that it has received a significant regulatory clearance for its composite scheme of arrangement. The National Stock Exchange of India (NSE) has issued an ‘Observation Letter’ dated September 1, 2026, conveying its ‘No objection’ in terms of Regulation 37 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. This is a crucial step in the multi-stage process for the proposed scheme.
Details of the Composite Scheme
The composite scheme involves Thomas Cook (India) Limited (Demerged Company/Transferee Company) and its subsidiaries: Sterling Holiday Resorts Limited (Resulting Company), TC Visa Services (India) Limited (Transferor Company 1), Jardin Travel Solutions Limited (Transferor Company 2), and Borderless Travel Services Limited (Transferor Company 3). The arrangement is being undertaken under various sections of the Companies Act, 2013, and associated rules.
NSE’s Conditions and Observations
The ‘Observation Letter’ from NSE outlines several conditions and observations that Thomas Cook (India) Limited must adhere to. These include ensuring compliance with SEBI regulations, disclosing all ongoing legal and enforcement actions, and prominently displaying scheme details on its website and stock exchanges. The NSE has also specified requirements for the inclusion of information in public disclosures, such as financial statements of entities involved, details of the valuation report, and the rationale behind the share-swap ratio.
Furthermore, the NSE has stipulated that proposed equity shares under the scheme must be in demat form. The company is required to ensure that no changes are made to the draft scheme without SEBI’s written consent, and that the observations from SEBI and stock exchanges are incorporated into the petition to be filed before the National Company Law Tribunal (NCLT).
Next Steps and Validity
The validity of this ‘Observation Letter’ is for six months from September 1, 2026, within which the Scheme must be submitted to the NCLT. Thomas Cook (India) Limited is also required to ensure that Sterling Holiday Resorts Limited completes the listing of its securities and commences trading within sixty days of receiving the NCLT order. The company must also file a compliance status report detailing its adherence to each point of the NSE’s observation letter.
Source: BSE
