IHCL Announces All-Stock Merger with Oriental Hotels

Indian Hotels Company Ltd (IHCL) announced on Monday that Oriental Hotels Ltd (OHL) will be merged with IHCL through an all-stock transaction. The Boards of both companies have approved a Scheme of Arrangement, which proposes a share swap ratio of 25 IHCL shares for every 117 OHL shares. The transaction is targeted for completion in the second half of FY2028, with an Appointed Date of April 1, 2027.

The Scheme is subject to statutory approvals and clearances. Ankur Dalwani, Executive Vice President and Chief Financial Officer of IHCL, stated that the Scheme of Arrangement proposes an all-stock transaction with the mentioned share exchange ratio and timeline.

Puneet Chhatwal, Managing Director and Chief Executive Officer of IHCL, said in a statement that the merger aligns with the company's Accelerate 2030 strategy of creating value, simplifying the group's holding structure, and unlocking the full potential of OHL's portfolio, which includes iconic assets like Taj Coromandel in Chennai, Taj Fisherman's Cove Resort & Spa in Chennai, and Taj Malabar Resort & Spa in Cochin. He added that the merger will drive long-term value creation by leveraging IHCL's strong balance sheet for strategic investments, including inventory expansion and product enhancements, further strengthening the premium positioning of the portfolio.

OHL Portfolio and Strategic Investments

Oriental Hotels is an associate company of IHCL with a portfolio of seven hotels and 825 rooms. The freehold assets include Taj Coromandel in Chennai, Taj Fisherman's Cove Resort & Spa in Chennai, and Gateway Coonoor. The long-term leasehold assets include Taj Malabar Resort & Spa in Cochin, Vivanta Coimbatore, Vivanta Mangalore, and Gateway Madurai.

OHL also 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 and Chief Executive Officer of OHL, said that the merger will create significant value for OHL shareholders, enabling them to participate directly in IHCL's growth journey. He noted that OHL has delivered seventeen consecutive quarters of record performance, with fourfold portfolio growth, sustained double-digit increases in revenue and profitability, and strong return on capital employed.

Market Reaction and Financial Implications

Following the announcement, shares of Oriental Hotels surged, rising 5.66% to a high of Rs 146.40 on the BSE, while IHCL fell 3.49% to a low of Rs 707.80. The deal could also create a near-term arbitrage opportunity. Prashant Biyani, Vice President, Institutional Equity at Elara Capital, told Mint that the merger implies an arbitrage of around 13% in favor of OHL, based on Friday's closing price of ₹138.67 on the NSE and the share-swap ratio. He said investors buying OHL shares could use the company as an indirect play on IHCL.

IHCL and its subsidiaries currently own 37.1% of OHL. As part of the merger, IHCL will issue about 23.2 million shares, implying dilution of around 1.6%. The transaction is expected to be earnings-per-share accretive from the first year.

The addition of OHL's 825 keys will deepen IHCL's presence in southern India, which currently has 1,279 consolidated full-service hotel rooms across Tamil Nadu, Karnataka, and Kerala, bringing the combined operating inventory in these states to about 2,100 rooms.

OHL's financial performance has been strong, with operating revenue rising to ₹494 crore in FY26 from ₹440 crore in FY25. Ebitda increased to ₹132 crore from ₹110 crore, average room rate rose from ₹10,200 in FY24 to ₹11,600 in FY26, and occupancy improved from 71% to 75% in the same period.

The hospitality sector is poised for growth, with India's branded hotel inventory projected to reach about 300,000 rooms by FY30, up from nearly 196,500 rooms in FY25, according to hospitality consultancy Hotelivate-Savills.

Advisors

For IHCL, PwC Business Consulting Services LLP acted as the registered valuer, Kotak Mahindra Capital Company Limited provided the fairness opinion, and Cyril Amarchand Mangaldas served as legal counsel. On behalf of OHL, SSPA & Co., Chartered Accountants acted as the registered valuer, Motilal Oswal Investment Advisors Limited provided the fairness opinion, and Kochhar & Co. acted as legal counsel.