Thomas Cook (India) Limited has received a no-objection letter from the National Stock Exchange dated September 1, 2026, regarding its proposed Composite Scheme of Arrangement. This follows an earlier observation letter from the Bombay Stock Exchange dated August 31, 2026. The regulatory clearances allow the company to proceed with filing the scheme before the National Company Law Tribunal.

The scheme involves Thomas Cook (India) Limited as the demerged and transferee company, Sterling Holiday Resorts Limited as the resulting company, and three transferor companies: TC Visa Services (India) Limited, Jardin Travel Solutions Limited, and Borderless Travel Services Limited. The arrangement is filed under Sections 230 to 232, 61, and 66 of the Companies Act, 2013.

Regulatory Conditions

The NSE letter, issued under Regulation 37 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, outlines several conditions for the scheme's implementation. The exchange emphasized compliance with Regulation 11 of SEBI LODR and mandated that all details of ongoing adjudication or recovery proceedings against the company, its promoters, and directors be disclosed to shareholders.

Key requirements include:

• Ensuring liabilities from the resort business of Thomas Cook (India) are transferred to Sterling Holiday Resorts Limited.
• Including information about unlisted companies in the format specified for abridged prospectuses in the explanatory statement sent to shareholders.
• Disclosing financials in the scheme that are not older than six months from the date of the stock exchange's no-objection certificate.
• Issuing any equity shares pursuant to the scheme strictly in demat form.

Disclosure Mandates

The exchange advised that the explanatory statement to shareholders must include a rationale for the scheme, synergies, impact analysis, and details of the registered valuer and merchant banker. It must also disclose pre- and post-scheme shareholding patterns, capital build-up for the last three years, and revenue, PAT, and EBITDA figures for all involved entities over the same period.

Additionally, the company must disclose the value of assets and liabilities being transferred between entities and the post-merger or post-demerger balance sheets. Any potential benefits, risks, integration challenges, and financial uncertainties associated with the scheme must also be prominently disclosed.

Next Steps

The validity of the observation letter is six months from September 1, 2026. Within this period, the scheme must be submitted to the NCLT. The listing of equity shares of Sterling Holiday Resorts Limited will be subject to SEBI granting relaxation under Rule 19(2)(b) of the Securities Contract (Regulation) Rules, 1957, and compliance with relevant SEBI circulars.

Sterling Holiday Resorts Limited is required to submit an Information Memorandum to the NSE and publish advertisements in newspapers detailing the company's information. The shares allotted under the scheme will remain frozen in the depository system until listing and trading permissions are granted by the designated stock exchange.

Thomas Cook India Limited and its group company SOTC Travel have launched exclusive charter flights to Lakshadweep from Bengaluru and Bhutan from Mumbai for the year-end 2026 holiday season.

The move addresses connectivity gaps in high-demand destinations by offering premium, all-inclusive holiday experiences. The companies aim to provide seamless access to these sought-after locations during the peak travel period.

Charter Flight Details

Thomas Cook India and SOTC Travel will operate five exclusive charter departures between Bengaluru and Agatti starting in December 2026. This service creates enhanced access to Lakshadweep during the peak year-end travel period.

The charter-led holiday is positioned as a premium, all-inclusive beach experience. It combines exclusive charter connectivity with premium accommodation, meals, and curated experiences for travellers seeking an immersive island holiday.

Destination Offerings

Travellers can access the islands of Thinnakara and Bangaram. Premium stay options include:

• Praveg's Atoll at Thinnakara
• Taj Coral Pearl Bangaram
• IHCL SeleQtions, Bangaram

Guests can choose from non-sea-view and sea-view room categories based on their preferred holiday experience.

Simultaneously, the companies are operating charter flights to Bhutan from Mumbai. The Avismarniya Bhutan Fly Direct offering provides four distinct holiday products designed around different accommodation choices and differentiated experiences.

Strategic Focus

The charter initiative reflects a broader focus on identifying opportunities where enhanced connectivity enables greater access to sought-after destinations. By bridging connectivity gaps, the companies aim to create more convenient access for travellers with strong interest in these specific routes.

Mr. Rajeev Kale, President & Country Head – Holidays, MICE, Visa at Thomas Cook (India) Limited, stated that Indian travellers increasingly seek holidays combining distinctive destinations, greater convenience, and meaningful experiences.

Mr. S.D. Nandakumar, President & Country Head – Holidays & Corporate Tours at SOTC Travel, noted that charter-led travel allows them to look beyond conventional connectivity. He emphasized that the approach reflects growing preferences for greater choice, convenience, and distinctive holiday formats.

About Thomas Cook (India) Limited

Set up in 1881, Thomas Cook (India) Limited is India's leading omnichannel travel services company. It offers Foreign Exchange, Corporate Travel, MICE, Leisure Travel, Value Added Services, and Visa Services.

The company operates leading B2C and B2B brands including Thomas Cook, SOTC, TCI, SITA, Asian Trails, Allied TPro, Australian Tours Management, Desert Adventures, Travel Circle International Limited, Sterling Holiday Resorts Limited, Distant Frontiers, TC Tours, Digiphoto Entertainment Imaging, Go Vacation, and Private Safaris East & South Africa.

Fairbridge Capital (Mauritius) Limited, a subsidiary of Fairfax Financial Holdings Limited, is the promoter of TCIL with a shareholding of 64.77% of its paid-up capital.