The Board of Directors of Oriental Hotels Limited (OHL) has approved a Scheme of Arrangement for the amalgamation of the company with The Indian Hotels Company Limited (IHCL), marking a significant step towards consolidating IHCL’s hotel operations.
The board approved the scheme at its meeting on August 24, 2026, following recommendations from the Audit Committee and the Committee of Independent Directors, according to a regulatory filing.
The companies will implement the proposed amalgamation under Sections 230 to 232 of the Companies Act, 2013. However, the scheme will require approval from the National Company Law Tribunal (NCLT), shareholders and creditors of both companies, as well as other regulatory clearances, including those from stock exchanges and the Securities and Exchange Board of India (SEBI).
Under the proposed share-swap arrangement, IHCL will issue 25 equity shares with a face value of Re 1 each for every 117 equity shares with a face value of Re 1 each held in OHL.
The exchange ratio has been determined based on a joint valuation report dated August 23, 2026, prepared by SSPA & Co. and PwC Business Consulting Services LLP. Motilal Oswal Investment Advisors Limited, a SEBI-registered Category 1 merchant banker, has also provided a fairness opinion on the valuation, dated August 23, 2026.
IHCL currently serves as the promoter of OHL and held 37.05% of the company’s equity share capital as of June 30, 2026. This holding includes shares owned directly as well as indirectly through subsidiaries.
The transaction falls within the definition of a related party transaction under the SEBI Listing Regulations. Nevertheless, the company said it will undertake the transaction on an arm’s length basis.
The filing also outlined the financial position of both companies. On an audited standalone basis for the financial year ended March 31, 2026, OHL reported revenue of Rs 500.7 crore and a net worth of Rs 480.5 crore.
In comparison, IHCL recorded revenue of Rs 5,640.16 crore and a net worth of Rs 12,766.95 crore during the same period, according to the filing.
The proposed merger expects to generate synergies by combining OHL’s presence across Tamil Nadu, Kerala, and Karnataka with IHCL’s broader financial resources and management expertise.
Furthermore, the amalgamation is in line with IHCL’s strategy of reducing the number of operating entities within its holding structure. The company expects the move to simplify management and help reduce costs.
Following the implementation of the scheme, OHL will cease to have separate promoter and public shareholding as it merges into IHCL.
Meanwhile, IHCL’s promoter and promoter group holding is expected to fall to 37.50% from 38.12%, while public shareholding is projected to rise to 62.50% from 61.88%.
The company clarified that these post-scheme shareholding figures are indicative. The proposed amalgamation, therefore, represents both a structural consolidation for IHCL and an opportunity to integrate OHL’s regional hotel portfolio with IHCL’s financial and management capabilities.
The scheme remains subject to the required shareholder, creditor, tribunal, and regulatory approvals before it can be implemented.
