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
Market Sentiment5/10

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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 [Showing first 8,000 characters — download PDF for full document]