Thomas Cook (India) Limited has received an observation letter from the Bombay Stock Exchange dated August 31, 2026, stating there are no adverse observations on its proposed Composite Scheme of Arrangement. This regulatory clearance allows 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 BSE 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 August 31, 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 BSE 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 announced on August 28, 2026, that its wholly owned subsidiary, Sterling Holiday Resorts Limited, has launched Sterling Naman Bastar in Jagdalpur, Chhattisgarh.

The new property marks the company's 80th resort in India, expanding its footprint beyond established hill stations into emerging cultural and nature destinations.

Entering Chhattisgarh

Located on Chitrakote Road in Jagdalpur, the 45-room Sterling Naman Bastar is spread across approximately 3.21 acres. It is the first property in Jagdalpur to operate under a national hospitality brand. The resort offers rooms across five categories, including garden-facing rooms, spacious suites, and a private pool villa.

The location serves as a gateway to the Bastar region, known for its waterfalls, forests, caves, and tribal culture. Key attractions include Chitrakote and Tirathgarh Falls and the limestone caves of Kanger Valley. Jagdalpur's airport provides direct air connectivity with Hyderabad and Raipur, improving accessibility for urban travellers.

Destination Architect Strategy

Sterling described the launch as part of its Destination Architect philosophy, which focuses on understanding a location's distinctive character to develop connected travel experiences. Vikram Lalvani, Managing Director & CEO of Sterling Holiday Resorts, stated that the strategy aims to introduce travellers to under-discovered regions like Bastar by providing a comfortable hospitality base.

Jayesh Sangani and Rachit Sangani, owners of Sterling Naman Bastar Jagdalpur (a unit of Dishi Resort Pvt. Ltd.), noted that the partnership combines local regional knowledge with Sterling's brand reach and distribution expertise.

Portfolio Overview

Sterling Holiday Resorts operates in more than 66 unique destinations across India with over 3,800 keys currently operational. The company remains a 100% independently managed subsidiary of Thomas Cook (India) Limited and is part of Fairfax Financial Holdings Limited.

The launch of Sterling Naman Bastar adds to the company's network, aiming to provide integrated journeys across emerging micro-markets.