IHCL board approves merger of associate Oriental Hotels into itself

On August 24, 2026, the Board of The Indian Hotels Company Limited (IHCL) approved a Scheme of Arrangement to amalgamate Oriental Hotels Limited (OHL), a Chennai-based associate, into IHCL under Sections 230 to 232 of the Companies Act, 2013. The approval followed recommendations from the Audit Committee and the Committee of Independent Directors.

The scheme is not yet effective. It remains subject to sanction by the National Company Law Tribunal (NCLT), approvals of the respective shareholders and creditors, and clearances from the stock exchanges and SEBI. The full scheme document will be available on the company's website once submitted to the exchanges.

OHL is already an associate of IHCL, which held 37.05% of OHL's equity — directly and through subsidiaries — as on June 30, 2026. Because of that existing relationship, the transaction falls within the definition of a related-party transaction under the SEBI Listing Regulations, though the filing notes it will not attract Section 188 of the Companies Act.

The share exchange ratio rests on a valuation report dated August 23, 2026, issued jointly by PwC Business Consulting Services LLP and SSPA & Co., with a fairness opinion from Kotak Mahindra Capital Company Limited. IHCL's existing holding in OHL will be cancelled and extinguished once the consideration shares are issued to OHL's other shareholders.

IHCL framed the merger as consolidating complementary hospitality portfolios — OHL carries a presence across Tamil Nadu, Kerala and Karnataka — while cutting the number of operating entities under its holding, simplifying the structure and enabling full accounting consolidation. OHL's public shareholders would come to hold IHCL shares directly.

The filing sets out indicative post-scheme shareholding for IHCL, with the promoter and promoter group share moving modestly and the public holding shown rising as new shares are issued to OHL's outside holders. The company describes these figures as indicative.