Tata Group-owned Indian Hotels Company Ltd (IHCL) will be merging Oriental Hotels Ltd (OHL) with itself through an all-stock transaction. The Scheme of Arrangement proposes a share swap ratio of 25 IHCL shares for every 117 OHL shares, and aims to complete the transaction in the second half of FY2028.
The transaction would fall within the purview of related party transactions as defined under the SEBI Listing Regulations. OHL is an associate company of IHCL and as of 30 June, 2026, 37.05% of the equity share capital of OHCL is held by IHCL (both directly and indirectly through its subsidiaries).
Puneet Chhatwal, Managing Director & Chief Executive Officer, IHCL said, “In line with our Accelerate 2030 strategy of creating value, simplifying the group’s holding structure and unlocking the full potential of OHL portfolio including iconic assets like Taj Coromandel, Chennai, Taj Fisherman’s Cove Resort & Spa, Chennai and Taj Malabar Resort & Spa, Cochin, the Boards of IHCL and OHL have today approved this merger.”
He added, “The merger will drive long-term value creation by leveraging IHCL’s strong balance sheet to support strategic investments, including inventory expansion and product enhancements further strengthening the premium positioning of the portfolio.”
Oriental has a portfolio of seven hotels with 825 rooms. This includes freehold assets: Taj Coromandel -Chennai, Taj Fisherman’s Cove Resort & Spa - Chennai and Gateway Coonoor, and long tenure leasehold assets: Taj Malabar Resort & Spa - Cochin, Vivanta Coimbatore, Vivanta Mangalore and Gateway Madurai.
Additionally, OHL has strategic investments in several IHCL group hotel companies in India and internationally including St. James Court, TAL Hotels and Resorts Ltd, Lanka Island Resorts Ltd, Taj Madurai Ltd and Taj Karnataka Hotels and Resorts Ltd.
Pramod Ranjan, Managing Director & CEO, Oriental Hotels said, “The company has delivered seventeen consecutive quarters of record performance, achieving fourfold portfolio growth, sustained double-digit increase in revenue and profitability and strong return on capital employed. The merger of OHL with IHCL will create significant value for OHL shareholders, enabling them to now participate directly in IHCL’s growth journey.”
Ankur Dalwani, Executive Vice President & Chief Financial Officer, IHCL said that the merger will further simplify the group’s holding structure by increasing IHCL’s direct ownership across several entities, resulting in two new operating subsidiaries.
For IHCL, PwC Business Consulting Services LLP acted as the Registered Valuer, undertaking the valuation exercise and recommending the share exchange ratio. Kotak Mahindra Capital Company Limited provided the Fairness Opinion, while Cyril Amarchand Mangaldas served as legal counsel.
On behalf of OHL, SSPA & Co., Chartered Accountants acted as the Registered Valuer, undertaking the valuation exercise and recommending the share exchange ratio. Motilal Oswal Investment Advisors Limited provided the Fairness Opinion, and Kochhar & Co. acted as legal counsel.
