Lemon Tree Hotels Ltd. · NSE:LEMONTREE
Lemon Tree Hotels — Merger or Acquisition (January 2026)
29 slides from Lemon Tree Hotels's merger presentation, Jan 10, 2026
Slide 1: Regulation 30 disclosure cover letter to NSE and BSE
January 10, 2026 National Stock Exchange of India Limited BSE Limited Exchange Plaza, Bandra Kurla Complex, Phiroze Jeejeebhoy Towers Bandra (East) Dalal Street, Mumbai – 400051 Mumbai – 400 001 Name of Scrip: LEMONTREE BSE Scrip Code: 541233 Sub: Disclosure under Regulation 30 of SEBI (Listing Obli
Slide 2: Composite Scheme of Arrangement
1 Composite Scheme of Arrangement 9th January 2026 Aurika, Mumbai SkyCity Aurika, Udaipur
Slide 3: Disclaimer
2 Disclaimer All numbers presented in this presentation are based on proforma financial statements for FY23, FY24 and FY25 unless otherwise specified. Certain statements in this communication may be ‘forward looking statements’ within the meaning of applicable laws and regulations. These forward-loo
Slide 4: Our journey: Two decades of transforming Indian hospitality industry
3 Our journey: Two decades of transforming Indian hospitality industry 2022 2028 2018 • ~8,400 rooms • Lemon Tree Hotels IPO • 88 hotels • 20K+ rooms** • 50th hotel opened • 54 destinations • 300+ hotels*** 2012 • Investment 2019 2025 2026 • Aurika Hotels & Resorts brand launched (as on 31st March 2
Slide 5: Table of contents
4 1 Transaction summary 2 Lemon Tree Hotels post demerger Table of contents 3 Fleur Hotels post demerger 4 Appendix
Slide 6: Transaction Summary (1/4)
5 Transaction Summary (1/4) • The proposed reorganization will create two clearly differentiated and complementary platforms – • Lemon Tree, as a pure-play asset-light company focused on offering hotel management, brand & loyalty, distribution and digital services • Fleur Hotels, as a large-scale gr
Slide 7: Transaction Summary (2/4)
6 Transaction Summary (2/4) • Warburg Pincus, a leading global private equity firm, will acquire APG Strategic Real Estate Pool N.V. (APG)’s 41.09% stake in Fleur Hotels prior to completion of composite scheme of arrangement Strategic • Fleur Hotels will receive primary investment of up to INR 960 c
Slide 8: Transaction Summary (3/4)
7 Transaction Summary (3/4) As part of scheme, the following 4 hotels which are housed in 100% subsidiaries of Lemon Tree are As part of scheme, the following are getting demerged from Lemon Tree and then getting merged getting directly merged with Fleur Hotels (PART A) with Fleur Hotels (PART B) Ho
Slide 9: Transaction Summary (4/4)
8 Transaction Summary (4/4) Current shareholding structure of Shareholding structure post implementation of scheme Lemon Tree Group (Excluding primary investment of up to INR 960 crores by Warburg Pincus) Public Public Promoter Promoter Public Share Promoter Warburg Share- APG APG Share- APG Group G
Slide 10: Benefits of proposed transaction
9 Benefits of proposed transaction • Segregate (i) Fleur Hotels: hotel-ownership and development platform and (ii) Lemon Tree: asset-light hotel Simplification of management, brand & loyalty, distribution and digital services platform group structure • Fleur Hotels will be a combination of stable op
Slide 11: Lemon Tree Hotels Limited
Lemon Tree Hotels Limited Upon the scheme becoming effective 10 Aurika, Udaipur
Slide 12: LTH: An Industry Leading Fee-Business
11 Distinct portfolio of brands, operating pan India – largest mid to upscale hotel chain with ~6% of the total branded inventory and segment disruptor in mid market segment Rapidly growing and highly capital efficient business model – ~11,700 rooms operationalised in 20+ years, 70%+ EBITDA margins,
Slide 13: Distinct portfolio of brands, operating pan India
12 Distinct portfolio of brands, operating pan India Industry inventory Lemon Tree Rooms Lemon Tree rooms as % Segment Lemon Tree Brands as of June-24 (As on 31th Dec 25) of industry Luxury and Upper Upscale ~67,000 808 1.2% Upscale ~41,000 Upper Midscale ~33,000 3,213 9.7% Midscale and Economy ~51,
Slide 14: Rapidly Growing and Highly Capital Efficient Business Model
13 Rapidly Growing and Highly Capital Efficient Business Model Inventory growth over the years… …Leading to High RoCE Fee Income # Rooms Total Income (1) (INR crores) 1.4x 23.5% 171 11,769 10,269 144 9,858 112 8,382 FY 2023 FY 2024 FY 2025 9M FY2026 FY 2023 FY 2024 FY 2025 70%+ Requires High Cashflo
Slide 15: Strong commercial engines driving superior outcome for hotel owners
14 Strong commercial engines driving superior outcome for hotel owners Technology led distribution network.. ..With industry leading occupancy India vs Lemon Tree (same store) occupancy % 71% Proprietary tech platform Totally Foxed Solutions (TFS) drives ‘Lemon Tree’s 2.0’ digital transformation wit
Slide 16: Significant growth pipeline of fee income
15 Significant growth pipeline of fee income Large 9,400+ pipeline of rooms from pipeline of rooms in Fleur Hotels 3rd party owners • Aurika, Shimla • Aurika: ~500 rooms 91 rooms expected to be completed by • Lemon Tree Premier: ~1,500 rooms FY 2027 • Lemon Tree Hotels: ~5,130 rooms • Aurika, Shillo
Slide 17: Lemon Tree's Management Team
16 Lemon Tree’s Management Team Patanjali Govind Keswani Executive Chairman Neelendra Singh Kapil Sharma Lemon Tree Hotels Limited Managing Director and Chief Executive Officer Executive Director & Chief Financial Officer and Lemon Tree Hotels Limited Lemon Tree Hotels Limited Fleur Hotels Limited
Slide 18: Fleur Tree Hotels
Fleur Tree Hotels Upon the scheme becoming effective 17 Aurika, Mumbai
Slide 19: Fleur Hotels: Asset Ownership Platform
18 One of the largest owners of hospitality assets in India – owns 5,556 operational rooms with another 256 rooms under-construction. High quality assets located in prime markets with high barriers to entry – 39 operational hotels across 21 locations and 2 hotels under-construction in India Fleur Ho
Slide 20: One of the largest owners of hospitality assets in India
19 One of the largest owners of hospitality assets in India Fleur Hotels has the highest number of operational rooms among all asset owners (Figures upon scheme becoming effective) # rooms (1) 5,556 4,862 3,359 2,140 2,130 Fleur Hotels SAMHI Hotels Chalet Hotels Ventive Hotels Juniper Hotels Source:
Slide 21: Portfolio of high-quality assets
20 Portfolio of high-quality assets Landmark Strategic High barriers to entry urban hotels Developing urban centers resorts airport hotels Lemon Tree Premier, Aurika by Lemon Tree Lemon Tree Premier, Lemon Tree Premier, Aurika, Lemon Tree Premier, Lemon Tree Hotel, Mumbai International Kolkata Hotel
Slide 22: Pan India Presence with Exposure to Attractive Markets
21 Pan India Presence with Exposure to Attractive Markets Present Across India’s Busiest and Fastest Growing Air Corridors Air Passenger Traffic (Mn) Air Passenger Traffic YoY Growth – FY25, (%) Ludhiana 17% 15% 12% 11% 10% 10% 8% 8% 6% 6% 4% Shimla Gurgaon 79 Chandigarh Udyog Vihar Dehradun City Ce
Slide 23: Track record of superior performance
22 Track record of superior performance Consistently delivering high growth… …With industry leading margins (Figures upon scheme becoming effective) (Figures upon scheme becoming effective) Total revenue(1) (INR crores) Net EBITDA post renovation and management fees(1) (INR crores) CAGR % Margin 44.
Slide 24: Strong balance sheet and partnership with Warburg Pincus enabling a faster growth profile
23 Strong balance sheet and partnership with Warburg Pincus enabling a faster growth profile Development capabilities to …Supported by partnership fuel next phase of growth… with Warburg Pincus Warburg Pincus, a leading global private equity fund with $100 bn+ of assets under management, to own 26%
Slide 25: Fleur Hotels Management Team
24 Fleur Hotels Management Team Patanjali Govind Keswani Executive Chairman Saurabh Shatdal Mayank Sharma Lemon Tree Hotels Limited Managing Director and Chief Executive Officer Chief Financial Officer and Fleur Hotels Limited Fleur Hotels Limited Fleur Hotels Limited
Slide 26: Appendix
Appendix 25
Slide 27: Transaction structure for proposed demerger
26 Transaction structure for proposed demerger Proposed Transaction Structure Post Implementation of Scheme (Excluding primary investment of up to INR 960 crores by Warburg Pincus) Public Share- Promoter Public Share- Promoter APG APG holders Group holders Group 62.73% 22.28% 14.99% 62.73% 22.28% 14
Slide 28: Share entitlement ratio
27 Share entitlement ratio 1 Fleur Hotels will issue shares to Lemon Tree in respect of transfer of 4 wholly owned subsidiaries (Oriole Dr. Fresh, Sukhsagar Complexes, Manakin Resorts and Carnary Hotels) Company name For every Will get Oriole Dr. Fresh 49,872 shares of Oriole Dr. Fresh 10,000 shares
Slide 29: About Lemon Tree Hotels
28 About Lemon Tree Hotels Lemon Tree Hotels Limited (LTHL) is one of the largest hotel chains in India and owns/leases/operates/franchises hotels across the upscale, upper-midscale, midscale and economy segments. LTHL delivers differentiated yet superior service offerings, with a compelling value p
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