LEMONTREE

On January 9, 2026, the Board of Directors of Lemon Tree Hotels Limited (LTHL) approved a Composite Scheme of Arrangement involving the amalgamation of its wholly-owned subsidiaries (Transferor Companies 1-6) with LTHL and Fleur Hotels Limited (FHL), its material subsidiary, as well as the demerger of certain hotel properties and hospitality assets into FHL. The scheme aims to simplify the group structure, segregate asset-heavy and asset-light businesses, and establish FHL as the principal entity for hotel ownership and development while LTHL focuses on hotel management and brand operations. The scheme includes share allotments, amendments to existing agreements, and a potential preferential issue of INR 960 crore by FHL for growth capital. Additionally, the Board approved agreements with Coastal Cedar Investments B.V., including a Share Purchase Agreement for acquiring APG’s 41.09% stake in FHL and a Shareholders’ Agreement to govern FHL’s management and operations. The scheme is subject to regulatory approvals, shareholder consent, and NCLT sanction, with FHL shares to be listed on stock exchanges post-implementation.