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Lemon Tree Hotels Ltd [09-Jan-2026]
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| Remarks : Carnation Hotels Pvt Ltd |
| | Scheme of Arrangement
The Board of Directors ('Board') of Lemon Tree Hotels Limited ('Company / LTHL') at its meeting held today i.e., January 9, 2026 (started at 7:30 P.M. and concluded at 09:00 P.M.), based on the recommendations of the Reorganization Committee, the Audit Committee and the Committee of Independent Directors, inter-alia, considered and approved a Composite Scheme of Arrangement involving the Company, Fleur Hotels Limited ('Transferee Company/ FHL') a material subsidiary of the Company, Carnation Hotels Private Limited ('Transferor Company 1'), Hamstede Living Private Limited ('Transferor Company 2'), Oriole Dr. Fresh Hotels Private Limited ('Transferor Company 3'), Canary Hotels Private Limited ('Transferor Company 4'), Sukhsagar Complexes Private Limited ('Transferor Company 5'), Manakin Resorts Private Limited ('Transferor Company 6') and their respective shareholders and creditors under Sections 230-232 and other applicable provisions of the Companies Act, 2013 and the rules and regulations made thereunder (including any statutory modification(s) or reenactment(s) thereof) and other applicable laws and regulations including the Securities and Exchange Board of India ('SEBI') circular bearing number SEBI/HO/CFD/POD2/P/CI /2023/93 dated June 20, 2023 ('SEBI Circular'), the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ('SEBI LODR Regulations'), and relevant provisions of the Income-tax Act, 1961 and Income-tax Act, 2025, as applicable (including any statutory modification(s) or re enactment(s) thereof for the time being in force) ('Scheme'). |
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Lemon Tree Hotels Ltd [09-Jan-2026]
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| Remarks : Hamstede Living Pvt. Ltd. |
| | Scheme of Arrangement
The Board of Directors ('Board') of Lemon Tree Hotels Limited ('Company / LTHL') at its meeting held today i.e., January 9, 2026 (started at 7:30 P.M. and concluded at 09:00 P.M.), based on the recommendations of the Reorganization Committee, the Audit Committee and the Committee of Independent Directors, inter-alia, considered and approved a Composite Scheme of Arrangement involving the Company, Fleur Hotels Limited ('Transferee Company/ FHL') a material subsidiary of the Company, Carnation Hotels Private Limited ('Transferor Company 1'), Hamstede Living Private Limited ('Transferor Company 2'), Oriole Dr. Fresh Hotels Private Limited ('Transferor Company 3'), Canary Hotels Private Limited ('Transferor Company 4'), Sukhsagar Complexes Private Limited ('Transferor Company 5'), Manakin Resorts Private Limited ('Transferor Company 6') and their respective shareholders and creditors under Sections 230-232 and other applicable provisions of the Companies Act, 2013 and the rules and regulations made thereunder (including any statutory modification(s) or reenactment(s) thereof) and other applicable laws and regulations including the Securities and Exchange Board of India ('SEBI') circular bearing number SEBI/HO/CFD/POD2/P/CI /2023/93 dated June 20, 2023 ('SEBI Circular'), the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ('SEBI LODR Regulations'), and relevant provisions of the Income-tax Act, 1961 and Income-tax Act, 2025, as applicable (including any statutory modification(s) or re enactment(s) thereof for the time being in force) ('Scheme'). |
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Manakin Resorts Pvt Ltd [09-Jan-2026]
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| Remarks : Manakin Resorts Pvt Ltd |
| | The Board of Directors ('Board') of Lemon Tree Hotels Limited ('Company / LTHL') at its meeting held today i.e., January 9, 2026 (started at 7:30 P.M. and concluded at 09:00 P.M.), based on the recommendations of the Reorganization Committee, the Audit Committee and the Committee of Independent Directors, inter-alia, considered and approved a Composite Scheme of Arrangement involving the Company, Fleur Hotels Limited ('Transferee Company/ FHL') a material subsidiary of the Company, Carnation Hotels Private Limited ('Transferor Company 1'), Hamstede Living Private Limited ('Transferor Company 2'), Oriole Dr. Fresh Hotels Private Limited ('Transferor Company 3'), Canary Hotels Private Limited ('Transferor Company 4'), Sukhsagar Complexes Private Limited ('Transferor Company 5'), Manakin Resorts Private Limited ('Transferor Company 6') and their respective shareholders and creditors under Sections 230-232 and other applicable provisions of the Companies Act, 2013 and the rules and regulations made thereunder (including any statutory modification(s) or reenactment(s) thereof) and other applicable laws and regulations including the Securities and Exchange Board of India ('SEBI') circular bearing number SEBI/HO/CFD/POD2/P/CI /2023/93 dated June 20, 2023 ('SEBI Circular'), the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ('SEBI LODR Regulations'), and relevant provisions of the Income-tax Act, 1961 and Income-tax Act, 2025, as applicable (including any statutory modification(s) or re enactment(s) thereof for the time being in force) ('Scheme'). |
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Fleur Hotels Ltd [09-Jan-2026]
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| Remarks : Lemon Tree Hotels Ltd. |
| | Following Amalgamation 1 and Amalgamation 2, the Demerged Undertaking (as defined in the Scheme, comprising the hotels identified in the Scheme and hospitality asset platform of the Company and the development capabilities together with the assets, liabilities, permits, contracts and proceedings ('Demerged Undertaking') shall stand demerged to and vested in the Transferee Company ('Demerger'). In consideration for the demerger and transfer of the Demerged Undertaking, the Transferee Company shall issue and allot 20 (Twenty only) fully paid-up equity shares of INR 10 (Indian Rupees Ten) each of the Transferee Company, for every 311 (Three Hundred Eleven) equity shares of INR 10 (Indian Rupees Ten) each of the Company. Further, all the hotels amalgamated with or demerged into the Transferee Company will continue to be managed and operated by the Company under Hotel Operating Agreements and, the existing Hotel Operating Agreements with the Transferee Company and its subsidiaries shall be amended and/or restated, inter alia, to reflect the revised terms as detailed in the Scheme, and the Company shall refer new hotel acquisition or development opportunities to the Transferee Company and shall not pursue them if declined, except for hotel operations/franchise arrangements through third parties. |
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Fleur Hotels Ltd [09-Jan-2026]
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| Remarks : Oriole Dr. Fresh Hotels Pvt. Ltd. |
| | The Board of Directors ('Board') of Lemon Tree Hotels Limited ('Company / LTHL') at its meeting held today i.e., January 9, 2026 (started at 7:30 P.M. and concluded at 09:00 P.M.), based on the recommendations of the Reorganization Committee, the Audit Committee and the Committee of Independent Directors, inter-alia, considered and approved a Composite Scheme of Arrangement involving the Company, Fleur Hotels Limited ('Transferee Company/ FHL') a material subsidiary of the Company, Carnation Hotels Private Limited ('Transferor Company 1'), Hamstede Living Private Limited ('Transferor Company 2'), Oriole Dr. Fresh Hotels Private Limited ('Transferor Company 3'), Canary Hotels Private Limited ('Transferor Company 4'), Sukhsagar Complexes Private Limited ('Transferor Company 5'), Manakin Resorts Private Limited ('Transferor Company 6') and their respective shareholders and creditors under Sections 230-232 and other applicable provisions of the Companies Act, 2013 and the rules and regulations made thereunder (including any statutory modification(s) or reenactment(s) thereof) and other applicable laws and regulations including the Securities and Exchange Board of India ('SEBI') circular bearing number SEBI/HO/CFD/POD2/P/CI /2023/93 dated June 20, 2023 ('SEBI Circular'), the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ('SEBI LODR Regulations'), and relevant provisions of the Income-tax Act, 1961 and Income-tax Act, 2025, as applicable (including any statutory modification(s) or re enactment(s) thereof for the time being in force) ('Scheme'). |
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Fleur Hotels Ltd [09-Jan-2026]
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| Remarks : Canary Hotels Pvt Ltd |
| | The Board of Directors ('Board') of Lemon Tree Hotels Limited ('Company / LTHL') at its meeting held today i.e., January 9, 2026 (started at 7:30 P.M. and concluded at 09:00 P.M.), based on the recommendations of the Reorganization Committee, the Audit Committee and the Committee of Independent Directors, inter-alia, considered and approved a Composite Scheme of Arrangement involving the Company, Fleur Hotels Limited ('Transferee Company/ FHL') a material subsidiary of the Company, Carnation Hotels Private Limited ('Transferor Company 1'), Hamstede Living Private Limited ('Transferor Company 2'), Oriole Dr. Fresh Hotels Private Limited ('Transferor Company 3'), Canary Hotels Private Limited ('Transferor Company 4'), Sukhsagar Complexes Private Limited ('Transferor Company 5'), Manakin Resorts Private Limited ('Transferor Company 6') and their respective shareholders and creditors under Sections 230-232 and other applicable provisions of the Companies Act, 2013 and the rules and regulations made thereunder (including any statutory modification(s) or reenactment(s) thereof) and other applicable laws and regulations including the Securities and Exchange Board of India ('SEBI') circular bearing number SEBI/HO/CFD/POD2/P/CI /2023/93 dated June 20, 2023 ('SEBI Circular'), the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ('SEBI LODR Regulations'), and relevant provisions of the Income-tax Act, 1961 and Income-tax Act, 2025, as applicable (including any statutory modification(s) or re enactment(s) thereof for the time being in force) ('Scheme'). |
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Fleur Hotels Ltd [09-Jan-2026]
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| Remarks : Sukhsagar Complexes Pvt Ltd |
| | The Board of Directors ('Board') of Lemon Tree Hotels Limited ('Company / LTHL') at its meeting held today i.e., January 9, 2026 (started at 7:30 P.M. and concluded at 09:00 P.M.), based on the recommendations of the Reorganization Committee, the Audit Committee and the Committee of Independent Directors, inter-alia, considered and approved a Composite Scheme of Arrangement involving the Company, Fleur Hotels Limited ('Transferee Company/ FHL') a material subsidiary of the Company, Carnation Hotels Private Limited ('Transferor Company 1'), Hamstede Living Private Limited ('Transferor Company 2'), Oriole Dr. Fresh Hotels Private Limited ('Transferor Company 3'), Canary Hotels Private Limited ('Transferor Company 4'), Sukhsagar Complexes Private Limited ('Transferor Company 5'), Manakin Resorts Private Limited ('Transferor Company 6') and their respective shareholders and creditors under Sections 230-232 and other applicable provisions of the Companies Act, 2013 and the rules and regulations made thereunder (including any statutory modification(s) or reenactment(s) thereof) and other applicable laws and regulations including the Securities and Exchange Board of India ('SEBI') circular bearing number SEBI/HO/CFD/POD2/P/CI /2023/93 dated June 20, 2023 ('SEBI Circular'), the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ('SEBI LODR Regulations'), and relevant provisions of the Income-tax Act, 1961 and Income-tax Act, 2025, as applicable (including any statutory modification(s) or re enactment(s) thereof for the time being in force) ('Scheme'). |
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Fleur Hotels Ltd [09-Jan-2026]
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| Remarks : Manakin Resorts Pvt Ltd |
| | The Board of Directors ('Board') of Lemon Tree Hotels Limited ('Company / LTHL') at its meeting held today i.e., January 9, 2026 (started at 7:30 P.M. and concluded at 09:00 P.M.), based on the recommendations of the Reorganization Committee, the Audit Committee and the Committee of Independent Directors, inter-alia, considered and approved a Composite Scheme of Arrangement involving the Company, Fleur Hotels Limited ('Transferee Company/ FHL') a material subsidiary of the Company, Carnation Hotels Private Limited ('Transferor Company 1'), Hamstede Living Private Limited ('Transferor Company 2'), Oriole Dr. Fresh Hotels Private Limited ('Transferor Company 3'), Canary Hotels Private Limited ('Transferor Company 4'), Sukhsagar Complexes Private Limited ('Transferor Company 5'), Manakin Resorts Private Limited ('Transferor Company 6') and their respective shareholders and creditors under Sections 230-232 and other applicable provisions of the Companies Act, 2013 and the rules and regulations made thereunder (including any statutory modification(s) or reenactment(s) thereof) and other applicable laws and regulations including the Securities and Exchange Board of India ('SEBI') circular bearing number SEBI/HO/CFD/POD2/P/CI /2023/93 dated June 20, 2023 ('SEBI Circular'), the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ('SEBI LODR Regulations'), and relevant provisions of the Income-tax Act, 1961 and Income-tax Act, 2025, as applicable (including any statutory modification(s) or re enactment(s) thereof for the time being in force) ('Scheme'). |
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Canary Hotels Pvt Ltd [09-Jan-2026]
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| Remarks : Canary Hotels Pvt Ltd |
| | The Board of Directors ('Board') of Lemon Tree Hotels Limited ('Company / LTHL') at its meeting held today i.e., January 9, 2026 (started at 7:30 P.M. and concluded at 09:00 P.M.), based on the recommendations of the Reorganization Committee, the Audit Committee and the Committee of Independent Directors, inter-alia, considered and approved a Composite Scheme of Arrangement involving the Company, Fleur Hotels Limited ('Transferee Company/ FHL') a material subsidiary of the Company, Carnation Hotels Private Limited ('Transferor Company 1'), Hamstede Living Private Limited ('Transferor Company 2'), Oriole Dr. Fresh Hotels Private Limited ('Transferor Company 3'), Canary Hotels Private Limited ('Transferor Company 4'), Sukhsagar Complexes Private Limited ('Transferor Company 5'), Manakin Resorts Private Limited ('Transferor Company 6') and their respective shareholders and creditors under Sections 230-232 and other applicable provisions of the Companies Act, 2013 and the rules and regulations made thereunder (including any statutory modification(s) or reenactment(s) thereof) and other applicable laws and regulations including the Securities and Exchange Board of India ('SEBI') circular bearing number SEBI/HO/CFD/POD2/P/CI /2023/93 dated June 20, 2023 ('SEBI Circular'), the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ('SEBI LODR Regulations'), and relevant provisions of the Income-tax Act, 1961 and Income-tax Act, 2025, as applicable (including any statutory modification(s) or re enactment(s) thereof for the time being in force) ('Scheme'). |
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Sukhsagar Complexes Pvt Ltd [09-Jan-2026]
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| Remarks : Sukhsagar Complexes Pvt Ltd |
| | The Board of Directors ('Board') of Lemon Tree Hotels Limited ('Company / LTHL') at its meeting held today i.e., January 9, 2026 (started at 7:30 P.M. and concluded at 09:00 P.M.), based on the recommendations of the Reorganization Committee, the Audit Committee and the Committee of Independent Directors, inter-alia, considered and approved a Composite Scheme of Arrangement involving the Company, Fleur Hotels Limited ('Transferee Company/ FHL') a material subsidiary of the Company, Carnation Hotels Private Limited ('Transferor Company 1'), Hamstede Living Private Limited ('Transferor Company 2'), Oriole Dr. Fresh Hotels Private Limited ('Transferor Company 3'), Canary Hotels Private Limited ('Transferor Company 4'), Sukhsagar Complexes Private Limited ('Transferor Company 5'), Manakin Resorts Private Limited ('Transferor Company 6') and their respective shareholders and creditors under Sections 230-232 and other applicable provisions of the Companies Act, 2013 and the rules and regulations made thereunder (including any statutory modification(s) or reenactment(s) thereof) and other applicable laws and regulations including the Securities and Exchange Board of India ('SEBI') circular bearing number SEBI/HO/CFD/POD2/P/CI /2023/93 dated June 20, 2023 ('SEBI Circular'), the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ('SEBI LODR Regulations'), and relevant provisions of the Income-tax Act, 1961 and Income-tax Act, 2025, as applicable (including any statutory modification(s) or re enactment(s) thereof for the time being in force) ('Scheme'). |
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