Indian Hotels Company Ltd

The Indian Hotels Company Limited — Trading Window closed from Thursday, September 24, 2026 in connection with Standalone and Consolidated Financial Results for the quarter ending September 30, 2026; The Trading Window will open 48 hours after the said financial results are declared to the Stock Exchanges.

Meeting Details

• Date and time: September 21, 2026, 10:00 AM onwards.
• Mode and type: In-person, one-on-one and group meeting.
• Organizer: J.P. Morgan India; meeting with IHCL.
• Purpose: Schedule of analysts/institutional investor meetings.
• Note: Schedule tentative and may be modified.

Meeting Details

• Sept 2, 2026, 10:00 am onwards; in-person one-on-one and group meetings; organiser: Ashwamedh-Elara India Dialogue 2026.
• Sept 10, 2026, 10:00 am onwards; in-person one-on-one and group meetings; organiser: 22nd UBS India Summit.
• Sept 15–16, 2026, 10:00 am onwards; in-person one-on-one and group meetings; organiser: Jefferies 5th India Forum.

Transaction overview

• IHCL boards approve the scheme to merge OHL into IHCL.
• OHL stake: IHCL holds 37.1%.
• OHL shareholders receive 25 IHCL shares per OHL share.
• All-stock deal; net issuance ~2.32 crore IHCL shares; ~1.6% dilution.
• Swap IHCL:OHL = 1:4.68.
• Targeted merger completion in FY28; consolidation date 1 Apr 2027.

Portfolio impact & capacity

• 7 hotels to IHCL standalone; includes 3 freehold properties.
• Total operating keys: 2,104 pre-merger; 2,100+ post-merger.
• Southern India: 2,104 keys across TN/KA/KL.

Strategic rationale

• Simplify group structure and increase stake in key group companies.
• EPS accretive from year 1; enhanced revenue and profitability.
• Asset management opportunities enabled by combined portfolio.

Governance & timing

• Board approvals secured; forward filings aligned with scheme timeline.
• 1 Apr 2027 appointment date for financial consolidation; FY28 completion target.

Merger overview

• IHCL and Oriental Hotels will merge via Scheme of Arrangement, subject to statutory approvals.
• Share exchange ratio set at 25 IHCL shares for every 117 OHL shares; all-stock transaction.
• Appointed Date for the merger is 1 April 2027.
• Completion targeted in the second half of FY2028.
• Two new operating subsidiaries will be created to streamline governance and overheads.
• OHL portfolio comprises seven hotels with 825 rooms.
• Advisors named for valuation and fairness opinions; SSPA & Co. acted as OHL's adviser.

Key terms and approvals

• Board approved Scheme of Arrangement on Aug 24, 2026.
• Scheme under Sections 230–232 of Companies Act 2013.
• Share exchange: 25 IHCL shares for 117 OHL shares.
• Arm's-length consideration; valuation dated Aug 23, 2026 by PwC-SSPA & Co.
• Fairness opinion dated Aug 23, 2026 by Kotak Mahindra Capital.
• Post-scheme, IHCL promoter stake 37.50%; public 62.50%.
• Transferor (OHL) is an associate; IHCL holds 37.05% as of Jun 30, 2026.
• Subject to NCLT sanction and regulatory approvals (stock exchanges, SEBI).
• Rationale: synergies, consolidation, cost reduction, and growth enablement.

Property tax penalty update

• Additional penalty of Rs 5,51,35,972 on 2026-27 property taxes for Taj Lands End Mumbai.
• Total penalties on outstanding property taxes now Rs 103,08,31,312.
• There have been no violations; the bills are being disputed.
• Date of receipt of order: August 12, 2026.
• Financial impact will be as disclosed in Point 2; no operational impact.

Meeting Details

• Aug 10, 2026: Nirmal Bang Institutional Equities' Semi-Annual Investor Conference; Physical; One-on-One & Group; 9:00 am onwards.
• Aug 18, 2026: Motilal Oswal AGIC; Physical; One-on-One & Group; 10:00 AM onwards.