Oriental Hotels Ltd

Merger details

• Merger authorized between IHCL and Oriental Hotels Limited via Scheme of Arrangement.
• Share exchange ratio set at 25 IHCL shares for 117 OHL shares; all-stock transaction.
• Appointed Date: April 1, 2027; completion targeted in H2 FY2028.
• OHL portfolio comprises seven hotels with 825 rooms.
• Two new operating subsidiaries to be created post-merger; governance streamlined.
• IHCL will support investments including inventory expansion and product enhancements.
• Merger subject to statutory approvals and clearances.

Scheme approval

• Board approved Scheme of Arrangement for amalgamation of Oriental Hotels into IHCL on Aug 24, 2026.
• Subject to NCLT sanction and requisite shareholder/creditor and regulatory approvals.
• Scheme details will be available on company website after submission to stock exchanges.

Related party and valuation

• IHCL holds 37.05% of OHL as of June 30, 2026.
• Share Exchange Ratio: 25 IHCL shares for 117 OHL shares.
• Arm's length consideration; valuation dated Aug 23, 2026 by SSPA & Co and PwC.
• Motilal Oswal involved.

Financials

• OHL revenue ₹500.7 Cr; net worth ₹480.5 Cr (as on 31 Mar 2026).
• IHCL revenue ₹5640.16 Cr; net worth ₹12766.95 Cr (as on 31 Mar 2026).

Shareholding pattern (pre/post)

• Transferor pre-scheme: promoter 68.52%, public 31.48% (17,85,99,180 total).
• Post-scheme: Transferor holdings Nil.
• Transferee pre-scheme: promoter group 38.12%, public 61.88%.
• Transferee post-scheme: promoter group 37.50%, public 62.50%.
• Total pre-scheme: 100%; Total post-scheme: 100%.

Business focus

• OHL: owning, operating, and managing hotels.
• IHCL: owning, operating hotels, palaces, and resorts.

Rationale and benefits

• Create synergies and complement portfolios; access resources and expertise.
• Consolidate entities; simplify management and reduce costs.
• Enable accounting consolidation and standardization across entities.
• Public shareholders gain via consideration shares in the Transferee.

Conditions and approvals

• Scheme requires NCLT sanction and requisite shareholder/creditor approvals.
• Regulatory approvals from stock exchanges and SEBI as required.

ESG rating update

• Crisil ESG assigned an ESG rating of 64/100 to Oriental Hotels Ltd.
• Rating based on FY 2025-26 and is independent of company engagement.
• Company had not engaged Crisil ESG for this assessment.
• Public disclosure made by Crisil ESG based on publicly available FY25-26 data.

Appointment of Mr. Venkatesh Rajagopal as Independent Director

• Type/role and term: Appointed as Independent Director for five years (May 5, 2026 – May 4, 2031).
• Reason: Appointed as Independent, Non-Executive Director.
• Brief profile: Former IPS officer; entrepreneur; founder of Celebrity Fashions and Indian Terrain.
• Relationship: Not related to any other director.
• Debarment: Not debarred from holding office as Director.

Appointment of Mr. Suraj Krishna Moraje as Independent Director

• Type/role and term: Appointed as Independent Director for five years (May 5, 2026 – May 4, 2031).
• Reason: Appointed as Independent, Non-Executive Director.
• Brief profile: Cross-sector leader; founder of Eka Fellowship; ex-CEO of Quess Corp; McKinsey veteran.
• Relationship: Not related to any other director.
• Debarment: Not debarred from holding office as Director.

AGM Details

• 56th AGM held on July 30, 2026 at 11:00 a.m. via VC/OAVM.

Resolutions

• All resolutions in the AGM Notice were passed by the requisite majority.

Voting & Reports

• Voting results and scrutinizer's report released; results show all resolutions passed.

AGM Details

• AGM held July 30, 2026 from 11:00 to 13:00 IST via VC/OAVM.

Ordinary resolutions

• Adoption of standalone financial statements for FY 2026.
• Adoption of consolidated financial statements for FY 2026.
• Declaration of dividend on equity shares for FY 2026.
• Re-appointment of Ankur Dalwani as director on rotation.

Special resolutions

• Appointment of Venkatesh Rajagopal as Independent Director.
• Appointment of Suraj Krishna Moraje as Independent Director.

Related party transactions

• Approval for material related party transactions with Indian Hotels Company Limited.

Voting status / next steps

• Voting results to be submitted after Scrutinizer's report.