Agreements

September 14, 2026 National Stock Exchange of India Limited BSE Limited Exchange Plaza, Bandra Kurla Complex, Phiroze Jeejeebhoy Towers Bandra (East) Dalal Street, Mumbai – 400 051 Mumbai – 400 001 Name of Scrip: LEMONTREE BSE Scrip Code: 541233 Subject: Disclosure under Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”) Dear Sir/ Madam, In continuation of the Company’s earlier disclosures dated December 04, 2024, January 31, 2025 and August 07, 2026, we wish to inform you that a Joint Venture Agreement (“JVA”) has been executed between Carnation Hotels Private Limited (“Carnation”), a wholly owned subsidiary of the Company and RJ Corp Limited (“RJ Corp”) with respect to Arum Hotels Private Limited (“Arum”), the Special Purpose Vehicle (“SPV”) and step- down wholly owned subsidiary of the Company, for the development and execution of the Aurika Shillong project. Pursuant to the execution of the JVA, RJ Corp shall acquire 49% stake by subscribing to fresh issuance of equity shares of Arum. As contemplated under the JVA, Carnation shall hold 51% of the equity share capital in Arum. Upon completion of the aforesaid transactions, Arum shall cease to be a step-down wholly owned subsidiary of the Company, and shall continue as a step-down subsidiary of the Company. The details of the aforesaid transaction, as required under Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, read with SEBI Master Circular No. HO/49/14/14(7)2025-CFD-POD2/I/3762/2026 dated January 30, 2026, are enclosed as Annexures A and B. This is for your information and record please. Thanking You For Lemon Tree Hotels Limited Pawan Kumar Kumawat Company Secretary & Compliance Officer M. No: A25377 Encl: a/a Lemon Tree Hotels Limited CIN No. L74899HR1992PLC140546 Reg. Office: Lemon Tree Corporate Park, Urban Complex, Ullahawas, Sector 60, Gurugram, Haryana-122011 Corporate Office: Asset No. 6, Aerocity Hospitality District, New Delhi-110037 T +91 124 714 2310 | E hi@lemontreehotels.com Central Reservation: +91 9911 701 701| www.lemontreehotels.com Annexure A Joint Venture Agreement entered by Carnation and RJ Corp S. Details of Events that need to Information of such events(s) No. be provided a. Name(s) of parties with whom the Joint Venture Agreement (“JVA”) has been agreement is entered executed between Carnation Hotels Private Limited (“Carnation”), a wholly owned subsidiary of the Company and RJ Corp Limited (“RJ Corp”) with respect to Arum Hotels Private Limited (“Arum”), the Special Purpose Vehicle (“SPV”) and step- down wholly owned subsidiary of the Company. b. Purpose of entering into the For development and execution of Aurika agreement; Shillong project by Arum. c. Shareholding, if any, in the entity Carnation is wholly owned subsidiary of the with whom the agreement is Company and Arum is wholly owned step- executed; down subsidiary of the Company. Post completion of transaction Carnation shall hold 51% and RJ Corp shall hold the remaining 49% of the equity of Arum. d. Significant terms of the agreement In accordance with the JVA, Carnation shall (in brief) special rights like right to hold 51% of the equity share capital of appoint directors, first right to Arum, and RJ Corp shall hold the remaining share subscription in case of 49% of the equity share capital of Arum. issuance of shares, right to restrict The Board of Directors of Arum shall any change in capital structure comprise an equal number of directors etc.; nominated by Carnation and RJ Corp. Neither Carnation nor RJ Corp shall be entitled to transfer or otherwise dispose of any of its shares in Arum to any third party other than an entity forming part of its respective affiliate group, subject to the terms and conditions of the JVA. All other terms and conditions shall be governed by the JVA, including any amendments or modifications thereto made from time to time, and such other terms and conditions as may be mutually agreed between the parties. Lemon Tree Hotels Limited CIN No. L74899HR1992PLC140546 Reg. Office: Lemon Tree Corporate Park, Urban Complex, Ullahawas, Sector 60, Gurugram, Haryana-122011 Corporate Office: Asset No. 6, Aerocity Hospitality District, New Delhi-110037 T +91 124 714 2310 | E hi@lemontreehotels.com Central Reservation: +91 9911 701 701| www.lemontreehotels.com e. Whether, the said parties are Carnation is a wholly owned subsidiary of related to promoter/promoter the Company and Arum is a wholly owned group/ group companies in any step-down subsidiary of the Company. manner. If yes, nature of None of the Promoter, Promoter Group or relationship; Group Companies of the Company have any interest in the transaction, except to the extent of their indirect shareholding in Carnation and Arum through the Company. RJ Corp is not related to the Promoter, Promoter Group or Group Companies of the Company. f. Whether the transaction would fall Not Applicable within related party transactions? If yes, whether the same is done at “arm’s length”; g. In case of issuance of shares to the 47,65,394 (Forty Seven Lakh Sixty Five parties, details of issue price, class Thousand Three Hundred Ninety Four) of shares issued; Equity Shares of face value of Rs. 10/- (Indian Rupees Ten) each will be issued to RJ Corp by Arum. h. Any other disclosures related to Carnation and RJ Corp shall always have such agreements, viz., details of equal number of Directors on the Board of nominee on the board of directors Arum. of the listed entity, potential conflict of interest arising out of such agreements, etc.; i. In case of termination or Not Applicable amendment of agreement, listed entity shall disclose additional details to the stock exchange(s): i. name of parties to the agreement; ii. nature of the agreement; iii. date of execution of the agreement; iv. details of amendment and impact thereof or reasons of termination and impact thereof. Lemon Tree Hotels Limited CIN No. L74899HR1992PLC140546 Reg. Office: Lemon Tree Corporate Park, Urban Complex, Ullahawas, Sector 60, Gurugram, Haryana-122011 Corporate Office: Asset No. 6, Aerocity Hospitality District, New Delhi-110037 T +91 124 714 2310 | E hi@lemontreehotels.com Central Reservation: +91 9911 701 701| www.lemontreehotels.com Annexure B Sale or disposal of subsidiary (Arum ceased to be step down wholly owned subsidiary of the Company post completion of transaction) S. Details of Events that need to be Information of such events(s) No. provided a. The amount and percentage of the During last financial year, Arum Hotels turnover or revenue or income and Private Limited (“Arum”) contributed NIL net worth contributed by such unit turnover and Rs. (12.97) Lakhs Net or division or undertaking or Worth i.e. (0.00%) of the consolidated subsidiary or associate company of financial statement of the Company. the listed entity during the last financial year; b. Date on which the agreement for Joint Venture Agreement (“JVA”) sale has been entered into; executed between Carnation Hotels Private Limited (“Carnation”) and RJ Corp Limited (“RJ Corp”) on September 14, 2026. c. The expected date of completion of RJ Corp shall subscribe to fresh issuance sale/disposal; of 47,65,394 (Forty Seven Lakh Sixty Five Thousand Three Hundred Ninety Four) Equity Shares at face value of Rs. 10/- (Indian Rupees Ten) each within 7 days from the effective date of the JVA. d. Consideration received from such There is no sale or transfer of stake in sale/disposal; Arum by Carnation, and consequently, Carnation will not receive any consideration. Instead, Arum will make a fresh issuance of equity shares to RJ Corp pursuant to JVA. RJ Corp will acquire 49% stake in Arum by subscribing to fresh issuance of equity shares pursuant to JVA. e. Brief details of buyers and whether RJ Corp is an unlisted public company, any of the buyers belong to the limited by shares and inter alia is promoter/ pro [Showing first 8,000 characters — download PDF for full document]