Oriental Hotels board approves merger with Indian Hotels Company Limited (IHCL)

The Board of Directors of Oriental Hotels Limited (OHL) on Monday approved a Scheme of Arrangement for the amalgamation of the company with The Indian Hotels Company Limited (IHCL), according to a regulatory filing.

The approval came at the board meeting held on August 24, 2026, based on recommendations of the Audit Committee and the Committee of Independent Directors, the filing said.

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The Scheme, under Sections 230 to 232 of the Companies Act, 2013, is subject to sanction by the National Company Law Tribunal (NCLT), approval of shareholders and creditors of both companies, and other regulatory approvals including from the stock exchanges and the Securities and Exchange Board of India (SEBI).

As per the Scheme, IHCL will issue 25 equity shares of face value Re 1 each for every 117 equity shares of face value Re 1 each held in OHL. The share exchange ratio is based on a joint valuation report dated August 23, 2026, issued by SSPA & Co. and PwC Business Consulting Services LLP. Motilal Oswal Investment Advisors Limited, a SEBI-registered Category 1 merchant banker, has given a fairness opinion on the valuation, also dated August 23, 2026.

IHCL is the promoter of OHL and held 37.05% of OHL's equity share capital, directly and indirectly through subsidiaries, as of June 30, 2026, the filing said. The company noted the transaction qualifies as a related party transaction under SEBI Listing Regulations but will be carried out on an arm's length basis.

As of March 31, 2026, on an audited standalone basis, OHL reported revenue of Rs 500.7 crore and net worth of Rs 480.5 crore, while IHCL reported revenue of Rs 5,640.16 crore and net worth of Rs 12,766.95 crore, as per the filing.

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The filing said the amalgamation would create synergies given OHL's presence in Tamil Nadu, Kerala and Karnataka, and would give OHL access to IHCL's financial resources and management expertise. It added that the move aligns with IHCL's strategy of reducing the number of operating entities under its holding structure to simplify management and cut costs.

Following the Scheme, OHL's promoter and public shareholding will stand nil as the company merges into IHCL. IHCL's post-scheme promoter and promoter group holding is estimated at 37.50%, down from 38.12% pre-scheme, while public shareholding is estimated to rise to 62.50% from 61.88%, the filing said, describing the post-scheme figures as indicative.