What was filed
Thomas Cook (India) Limited told the exchanges on 2 September 2026 that it had received an observation letter from the National Stock Exchange, dated 1 September 2026, conveying 'No objection' under Regulation 37 of SEBI's LODR Regulations to its Composite Scheme of Arrangement. The company's board approved the scheme on 20 March 2026, and it remains subject to further approvals.
The letter is a clearance step, not final approval: it enables the company to file the draft scheme with the National Company Law Tribunal (NCLT). Both NSE and SEBI note that their no-objection does not amount to endorsement of the scheme's financial soundness.
The shape of the restructuring
Per the filing, the scheme involves five entities. Thomas Cook (India) Limited acts as the demerged and transferee company. Its resort business — the 'Demerged Undertaking' — is to be transferred to Sterling Holiday Resorts Limited, the resulting company, whose shares are proposed to be listed. At the same time, three travel-services companies — TC Visa Services (India) Limited, Jardin Travel Solutions Limited and Borderless Travel Services Limited — are to be merged into the parent.
In effect, the scheme separates the resort business into a distinct listed entity while folding the three transferor companies into Thomas Cook.
Conditions attached
NSE's letter lists extensive conditions the company must meet as the scheme proceeds. Sterling Holiday Resorts must complete listing and commence trading within sixty days of the NCLT order. The company must give shareholders detailed disclosures — the rationale and synergies, the share-swap ratio and valuation basis, last-three-year financials of all five entities, and pre- and post-scheme shareholding — to enable an informed vote.
The observation letter is valid for six months from 1 September 2026, within which the scheme must be submitted to the NCLT.