BSECompany Update2d ago · 22 Sept 2026, 09:42 pm
The Company has received the Observation Letters with ''no objection'' from the NSE and ''no adverse observations'' from the BSE on September 22, 2026.
Lemon Tree Hotels Ltd · 541233
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Lemon Tree Hotels Ltd has received observation letters from NSE and BSE with no objection and no adverse observations respectively on its draft composite scheme of arrangement involving multiple companies.
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Earnings Impact0/10
Growth Catalyst2/10
Governance Concern1/10
Regulatory Risk1/10
Balance Sheet Risk1/10
Liquidity Impact5/10
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Full Announcement
Lemon Tree Hotels Ltd - 541233 - Announcement under Regulation 30 (LODR)-Scheme of Arrangement
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September 22, 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
Subject: Intimation regarding receipt of Observation Letters with ‘no
objection’ from the National Stock Exchange of India Limited
(“NSE”) and ‘no adverse observations’ from BSE Limited (“BSE”)
in relation to the draft Composite Scheme of Arrangement
involving Lemon Tree Hotels Limited (“LTH” or “Company”), Fleur
Hotels Limited, Carnation Hotels Private Limited, Hamstede Living
Private Limited, Oriole Dr. Fresh Hotels Private Limited, Canary
Hotels Private Limited, Sukhsagar Complexes Private Limited and
Manakin Resorts Private Limited and their respective
shareholders and creditors under Sections 230 to 232 and other
applicable provisions of the Companies Act, 2013 read with
applicable Rules thereunder (“Scheme”)
Ref.: Disclosure under Regulation 30 of the Securities and Exchange
Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015
Dear Sir/Madam,
This is in furtherance of our earlier intimation dated January 9, 2026, wherein the
Company had informed the BSE and NSE (collectively, the “Exchanges”) that the
Board of Directors (“Board”) of the Company had approved the Scheme, subject to
receipt of necessary regulatory and other approvals, as may be required.
Subsequently, we had intimated the Exchanges vide intimations made on April 7,
2026 and May 23, 2026 respectively, regarding the receipt of approval from the
Competition Commission of India (“CCI”) in connection with the Scheme and the
receipt of the detailed order in respect thereof.
The Company had also filed an application with the Exchanges, as required under
Regulation 37 of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 (“Listing Regulations”) on February 2, 2026, seeking their
Observation / No Objection to the proposed Scheme.
In this regard, we wish to inform you that the Company has received the
Observation Letters with ‘no objection’ from the NSE and ‘no adverse observations’
from the BSE on September 22, 2026 vide their respective letters, pursuant to
Regulation 37 of the Listing Regulations, in relation to the Scheme. The validity of
the said Observation letters is six months from the date of their issuance, within
which the Scheme will have to be submitted to NCLT.
Lemon Tree Hotels Limited
CIN No. L74899DL1992PLC049022 (Old)
Registered 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
The Scheme remains subject to receipt of such other statutory and regulatory
approvals, including from the Hon’ble NCLT, the respective shareholders/ creditors
of the Companies involved in the Scheme, as may be applicable.
The copies of said letters are enclosed herewith and are also available on the website
of the Company at https://investors.lemontreehotels.com/composite-scheme-of-
arrangement.html
You are requested to kindly take the same on record.
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. L74899DL1992PLC049022 (Old)
Registered 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
Ref: NSE/LIST/53241 September 22, 2026
The Company Secretary,
Lemon Tree Hotels Limited
Dear Sir/Madam,
Sub: Observation Letter for draft Composite Scheme of Arrangement between Lemon Tree
Hotels Limited (“LTH”) and Fleur Hotels Limited (“Transferee Company”) and Carnation
Hotels Private Limited (“Transferor Company 1”) and Hamstede Living Private Limited
(“Transferor Company 2”) and Oriole Dr. Fresh Hotels Private Limited (“Transferor
Company 3”) and Canary Hotels Private Limited (“Transferor Company 4”) and Sukhsagar
Complexes Private Limited (“Transferor Company 5”) and Manakin Resorts Private Limited
(“Transferor Company 6”) and their respective shareholders and creditors under sections 230
to 232 and other applicable provisions of the Companies Act, 2013 read with applicable rules
made thereunder.
We are in receipt of the captioned draft scheme filed by Lemon Tree Hotels Limited.
Based on our letter reference no. NSE/LIST/ 53241 dated July 9, 2026, submitted to SEBI pursuant
to SEBI Master Circular no. SEBI/HO/CFD/POD-2/P/CIR/2023/93 dated June 20, 2023, and
Regulation 94(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015,
SEBI vide its letter dated September 22, 2026, has inter alia given the following comment(s) on the
draft scheme of arrangement:
a) The Company shall ensure that the proposed Draft Scheme shall be in compliance with the
provisions of Regulation 11 of Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015.
b) The Company shall ensure that the entities involved in the proposed scheme shall not make any
changes in the draft scheme subsequent to filing the draft scheme with SEBI by the Stock
Exchange(s), without specific written consent of SEBI except those mandated by the regulators/
authorities/ tribunal.
c) The Company shall ensure that the entities involved in the Draft Scheme have complied with the
relevant provisions of the Companies Act, 2013, the Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements) Regulations, 2015, covenants of the Debenture
Trust Deeds entered with the Debenture Trustee(s) (if applicable) and all other applicable
regulations, circulars and master circulars.
d) The Company shall ensure that the observations of SEBI and Stock Exchange(s) shall be
incorporated in the petition to be filed before the NCLT and that the listed entity is obliged to bring
the observations to the notice of the NCLT.
This Document is Digitally Signed
Signer: SAILI MOHAN KAMBLE
Date: Tue, Sep 22, 2026 17:29:00 IST
Location: NSE
Continuation Sheet
Ref: NSE/LIST/53241 September 22, 2026
e) The Company shall ensure that it discloses all details of ongoing adjudication and recovery
proceedings, prosecution and all other enforcement actions taken, if any, against the companies
involved in the scheme and their promoters and directors before the NCLT and shareholders, while
seeking approval of the Draft Scheme.
f) The Company shall ensure that the information pertaining to the unlisted companies involved in
the Draft Scheme shall be included in the format specified for abridged prospectus as provided in
Part E of Schedule VI of the ICDR Regulations, 2018, in the explanatory statement or notice or
proposal accompanying resolution to be passed, which is sent to the shareholders for seeking
approval.
g) The Company shall ensure that the financials in the Draft Scheme, including the financials
considered for valuation report are not older 6 months.
h) The Company shall ensure that additional information, if any, submitted by the listed entity after
filing the scheme with the Stock Exchange(s), from the date of receipt of this letter, is displayed on
the websites of the listed entity and the stock exchanges.
i) The Company shall ensure that the scheme shall be acted upon subject to the listed entity
complying with relevant clauses mentioned in the scheme document.
j) The Company shall ensure that the equity shares proposed to be issued in terms of the scheme, if
any, shall mandatorily be in demat form only.
k) The Company shall ensure to disclose the following as a part of explanatory statement or notice
or proposal accompan
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