Slides
Page 1
1 Composite Scheme of Arrangement 9th January 2026 Aurika, UdaipurAurika, Mumbai SkyCity
Page 2
2 Disclaimer Aurika, Udaipur All numbers presented in this presentation are based on proforma financial statements for FY23, FY24 and FY25 unless otherwise specified. Certain statements in this communication may be ‘forward looking statements’ within the meaning of applicable laws and regulations. These forward-looking statements involve a number of risks, uncertainties and other factors that could cause actual results to differ materially from those suggested by the forward-looking statements. Important developments that could affect the Company’s operations include changes in the industry structure, significant changes in political and economic environment in India and overseas, tax laws, import duties, litigation and labor relations. Lemon Tree Hotels Limited (LTH) will not be in any way responsible for any action taken based on such statements and undertakes no obligation to publicly update these forward-looking statements to reflect subsequent events or circumstances.
Page 3
Our journey: Two decades of transforming Indian hospitality industry 3 2002 • Company founded 2009 • Red fox by Lemon Tree Hotels brand launched • 10th hotel opened 2010 • Lemon Tree Premier brand launched 2018 • Lemon Tree Hotels IPO • 50th hotel opened 2022 • ~8,400 rooms • 88 hotels • 54 destinations 2004 • 49 rooms • 1 hotel • 1 destination All calendar years **Rooms = Operational rooms + Rooms in pipeline ***Hotels = Operational hotels + Hotels in pipeline 2025 (as on 31st March 2025) • 17K+ rooms** • 210+ hotels*** • 130+ destinations 2026 • Investment by Warburg Pincus, in Fleur Hotels and strategic reorganization to create two differentiated and complementary platforms Lemon Tree Hotels (asset-light) and Fleur Hotels (asset heavy) 2028 • 20K+ rooms** • 300+ hotels*** 2006 • Investment by Warburg Pincus in Lemon Tree Hotels 2012 • Investment by APG 2019 • Aurika Hotels & Resorts brand launched • Keys Hotels acquired by Lemon Tree Hotels • Lemon Tree Hotels goes international with Lemon Tree Hotel, Dubai • 75th hotel opened • Warburg Pincus fully exits Lemon Tree investment
Page 4
4 Table of contents Transaction summary 1 Lemon Tree Hotels post demerger 2 Fleur Hotels post demerger 3 Appendix 4
Page 5
Transaction Summary (1/4) 5 • The proposed reorganization will create two clearly differentiated and complementary platforms – • Lemon Tree, as a pure-play asset-light company focused on offering hotel management, brand & loyalty, distribution and digital services • Fleur Hotels, as a large-scale growth-oriented hotel ownership / leasing platform with end-to-end in-house development capabilities and a potentially large pipeline with a significant pool of available capital • STEP 1: Lemon Tree will merge two of its wholly owned subsidiaries (Carnation Hotels and Hamstede Living) with itself • STEP 2: • PART A: Four wholly owned subsidiaries of Lemon Tree will be merged with Fleur Hotels against the issuance of shares by Fleur Hotels to Lemon Tree • PART B: 12 hotels (11 operational hotels and one under-construction hotel at Shimla) and Development Team / Capability of Lemon Tree together with exclusivity on all future Development / Ownership / Leasing of hotel assets along with the investment in one under construction hotel in Shillong through a subsidiary of Lemon Tree (collectively, the “Demerged Undertaking”), will be demerged into Fleur Hotels • Upon the Scheme becoming effective, the shareholders of Lemon Tree will directly + indirectly own 73.99% of Fleur Hotels, as under: • Shareholders of Lemon Tree (as on the record date) will directly own 32.96% of Fleur Hotels • Lemon Tree will own 41.03% of Fleur Hotels • Warburg Pincus will own the balance 26.01% of Fleur Hotels • Shareholding figures above exclude any dilution from primary investment by Warburg Pincus • All the hotel assets in Fleur Hotels (existing and newly transferred from Lemon Tree) will enter into new Hotel Operating Agreements, effective 1st April 2026 Composite scheme of arrangement
Page 6
Transaction Summary (2/4) 6 • Warburg Pincus, a leading global private equity firm, will acquire APG Strategic Real Estate Pool N.V. (APG)’s 41.09% stake in Fleur Hotels prior to completion of composite scheme of arrangement • Fleur Hotels will receive primary investment of up to INR 960 crores of equity capital (in tranches when required) which will provide further capital to fast track its growth • This will be the second strategic partnership between Warburg Pincus and Lemon Tree Hotels Limited, after the investment firm’s earlier investment in Lemon Tree in 2006 Strategic partnership with Warburg Pincus • Scheme of demerger of Fleur Hotels is subject to necessary shareholder and regulatory approvals, as required • Following receipt of all relevant approvals, the Scheme will become effective, and Fleur Hotels will be listed as a separate entity on Indian stock exchanges. The entire process to listing is expected to be completed within 12 to 15 months Key approvals and indicative timelines
Page 7
Transaction Summary (3/4) 7 As part of scheme, the following are getting demerged from Lemon Tree and then getting merged with Fleur Hotels (PART B) As part of scheme, the following 4 hotels which are housed in 100% subsidiaries of Lemon Tree are getting directly merged with Fleur Hotels (PART A) All figures in Cr. and relating to Fleur Hotels Current No.of Shares Current Shareholding (+) PART A (+) PART B Resultant No.of Shares Resultant Shareholding Lemon Tree 5.76 58.91% 0.58 - 6.34 41.03% APG / Warburg Pincus 4.02 41.09% - - 4.02 26.01% Lemon Tree Shareholders - - - 5.09 5.09 32.96% Total 9.78 100% 0.58 5.09 15.46 100% Hotels No.of operating rooms No.of operating hotels Lemon Tree Premier 330 3 Lemon Tree Hotels 753 7 Red Fox by Lemon Tree Hotels 121 1 Total 1,204 11 (+) One under-construction hotel Aurika, Shimla (91 rooms) (+) Investment in one under construction hotel in Aurika, Shillong (165 rooms) (+) Exclusivity on all future Development / Ownership / Leasing of hotel assets and transfer of Development Capability / Team For PART B, 5.09 Cr shares of Fleur Hotels are issued to Lemon Tree’s shareholdersFor PART A, 0.58 Cr shares of Fleur Hotels are issued to Lemon Tree Hotels No.of operating rooms No.of operating hotels Lemon Tree Hotels 82 2 Red Fox by Lemon Tree Hotels 277 2 Total 359 4 In summary, the following are moving from Lemon Tree to Fleur Hotels: • 1,563 operating rooms (in 15 hotels) • Investment in one under construction hotel in Aurika, Shillong (165 rooms) • One under-construction hotel Aurika, Shimla (91 rooms) • Exclusivity of all future Development / Ownership / Leasing on hotel assets and transfer of Development Capability / Team Above shareholding is excluding any primary investment of up to INR 960 crores by Warburg Pincus
Page 8
Transaction Summary (4/4) 8 An Industry-Leading fee business • An asset-light company focused on offering hotel management, brand & loyalty, distribution and digital services • Owns/leases and operates 2 hotels with 202 rooms (not transferred due to limited remaining lease tenure) • Manages 39 hotels with 5,556 rooms of Fleur Hotels and 2 under-construction hotels with 256 rooms • Manages/Franchises 89 operational hotels with 6,011 rooms and will manage/franchise another 127 hotels with 9,414 currently in the pipeline; all owned by 3rd party owners High quality assets portfolio with strong growth potential • One of the largest hotel owners in India with a large growth-oriented hotel platform, end-to-end in-house development capabilities and a potentially large pipeline with a significant pool of available capital • Owns/leases 39 hotels with 5,556 rooms and 2 under-construction hotels with 256 rooms Current shareholding structure of Lemon Tree Group Shareholding structure post implementation of scheme (Excluding primary investment of up to INR 960 crores by Warburg Pincus) 62.73% 22.28% 14.99% Lemon Tree Fleur Hotels 25.62% 7.34% 26.01% 41.03% • Owns/leases 24 hotels with 3,993 rooms Public Share- holders Promoter Group APG 62.73% 22.28% 14.99% Lemon Tree Fleur Hotels 41.09% Warburg Pincus 58.91% Public Share -holders (1) Promoter Group Notes (1) Including APG’s stake of 4.94% 58.97%100.00% 100.00% • Operates 17 hotels with 1,765 rooms and has 2 hotels with 256 rooms in pipeline (100% ownership) • Operates 24 hotels with 3,993 rooms through Fleur Hotels (58.91% ownership) • Manages/Franchises 89 operational hotels with 6,011 rooms and has 127 hotels with 9,414 rooms in pipeline; all owned by 3rd party owners Public Share- holders Promoter Group APG APG
Page 9
Benefits of proposed transaction 9 • Segregate (i) Fleur Hotels: hotel-ownership and development platform and (ii) Lemon Tree: asset-light hotel management, brand & loyalty, distribution and digital services platform • Fleur Hotels will be a combination of stable operating assets with a clearly defined development and acquisition pipeline, while Lemon Tree will continue to scale its management and franchise portfolio Simplification of group structure • Flexible structure enabling Fleur Hotels to raise capital to accelerate growth through new developments and acquisitions • Separate management teams and governance frameworks promoting accountability, agility and strategic oversight Creation of independent platforms for growth • Unlocking intrinsic value of the asset-light hotel management business housed in Lemon Tree; distinct visibility of high quality and rapidly growing fee income. High growth, high RoCE and zero-debt company leading to likely re-rating • High growth trajectory, financial flexibility and attractive return metrics for both companies with different risk / return profiles • Post approval of scheme, Lemon Tree will define a dividend distribution policy to reward shareholders annually Unlocking value for LTH shareholders
Page 10
Lemon Tree Hotels Limited Upon the scheme becoming effective 10 Aurika, Udaipur
Page 11
11 Rapidly growing and highly capital efficient business model – ~11,700 rooms operationalised in 20+ years, 70%+ EBITDA margins, and minimal capital required for growth LTH: An Industry Leading Fee-Business Distinct portfolio of brands, operating pan India – largest mid to upscale hotel chain with ~6% of the total branded inventory and segment disruptor in mid market segment Strong commercial engines driving superior outcome for hotel owners Significant growth profile – current managed/franchised hotels pipeline of 9,414 rooms (of 3rd party owners); strategic stake in Fleur Hotels providing growth upside; opportunity to consolidate India’s unbranded mid-market inventory Figures basis Lemon Tree Hotels Limited post demerger
Page 12
~67,000 808 1.2% ~41,000 ~33,000 3,213 9.7% ~51,000 7,749 15.2% Total Branded Inventory of India ~1,92,000 11,770 6.1% Distinct portfolio of brands, operating pan India 12 Pan-India network of 259 hotels Value-for-money hotel brands to cater from economy to upscale requirements Expanding wallet share Of India's growing middle- class captured by Lemon Tree Industry inventory as of June-24 Lemon Tree rooms as % of industrySegment Lemon Tree Rooms (As on 31th Dec 25)Lemon Tree Brands Midscale and Economy Upper Midscale Upscale Luxury and Upper Upscale Source: Industry Reports
Page 13
Rapidly Growing and Highly Capital Efficient Business Model 13 Notes (1) Fee income calculated assuming all assets owned or otherwise pay fees to Lemon Tree 70%+ EBITDA Margins High Cashflow Conversion Debt Free Requires Minimal Capital for Growth …Leading to High RoCE Fee Income Total Income (1) (INR crores) 112 144 171 FY 2023 FY 2024 FY 2025 23.5% Inventory growth over the years… # Rooms 8,382 9,858 10,269 11,769 FY 2023 FY 2024 FY 2025 9M FY2026 1.4x
Page 14
Strong commercial engines driving superior outcome for hotel owners 14 Technology led distribution network.. ..With industry leading occupancy India vs Lemon Tree (same store) occupancy % 67% 68% 70% 71% FY 2024 FY 2025 India Lemon Tree Proprietary tech platform Totally Foxed Solutions (TFS) drives ‘Lemon Tree’s 2.0’ digital transformation with AI/ML solutions boosting profitability and guest experience Dedicated distribution network Experienced sales & marketing professionals across the country one-site in 130 hotels and off-site in 8 regional offices Revenue management Dynamic pricing and revenue management systems Infinity rewards industry-leading loyalty program with 2.0+Mn members and high repeat usage Reservations & Customer Care [ ]K virtual interaction annually and [ ] site visits per year Source: Industry Reports
Page 15
Significant growth pipeline of fee income 15 • Aurika, Shimla 91 rooms expected to be completed by FY 2027 • Aurika, Shillong 165 rooms expected to be completed by FY 2029 • Aurika, Nehru Place, New Delhi 500+ rooms, Letter of Award received from Delhi Development Authority • Active discussions also underway for acquisition of 2,500+ rooms 9,400+ pipeline of rooms from 3rd party owners • Aurika: ~500 rooms • Lemon Tree Premier: ~1,500 rooms • Lemon Tree Hotels: ~5,130 rooms • Red Fox Hotels: ~50 rooms • Keys Prima: ~430 rooms • Keys Select: ~1,300 rooms • Keys Lite: ~530 rooms Large pipeline of rooms in Fleur Hotels
Page 16
Neelendra Singh Managing Director and Chief Executive Officer Lemon Tree Hotels Limited Kapil Sharma Executive Director & Chief Financial Officer Lemon Tree Hotels Limited Lemon Tree’s Management Team 16 Patanjali Govind Keswani Executive Chairman Lemon Tree Hotels Limited and Fleur Hotels Limited
Page 17
Fleur Tree Hotels Upon the scheme becoming effective 17 Aurika, Mumbai
Page 18
18 Fleur Hotels: Asset Ownership Platform (Figures upon scheme becoming effective) End-to-end in-house development capabilities and partnership with Warburg Pincus to acquire / develop large pipeline with a significant pool of available capital Track record of delivering strong growth and industry leading margins One of the largest owners of hospitality assets in India – owns 5,556 operational rooms with another 256 rooms under-construction. High quality assets located in prime markets with high barriers to entry – 39 operational hotels across 21 locations and 2 hotels under-construction in India
Page 19
One of the largest owners of hospitality assets in India 19 5,556 4,862 3,359 2,140 2,130 Fleur Hotels SAMHI Hotels Chalet Hotels Ventive Hotels Juniper Hotels Fleur Hotels has the highest number of operational rooms among all asset owners (Figures upon scheme becoming effective) # rooms (1) Source: Company filing (1) Operational rooms as of Sep 2025
Page 20
Portfolio of high-quality assets 20 High barriers to entry urban hotels Landmark resorts Strategic airport hotels Developing urban centers Lemon Tree Premier, Kolkata Lemon Tree Premier, Mumbai International Airport Lemon Tree Premier, Bangalore Lemon Tree Hotel, Chennai Lemon Tree Hotel, Electronics City, Bengaluru Lemon Tree Hotel, Gachibowli, Hyderabad Aurika, Udaipur Lemon Tree Vembanad Lake Resort, Alleppey Lemon Tree Premier, Delhi Airport Aurika by Lemon Tree Hotels, Mumbai International Airport Lemon Tree Premier, Pune Keys Select By Lemon Tree Hotels, Visakhapatnam Lemon Tree Hotel, Chandigarh Red Fox by Lemon Tree Hotels, Jaipur
Page 21
Pan India Presence with Exposure to Attractive Markets 21 29 13 42 6 22 2 2 79 22 7 55 17% 15% 12% 11% 10% 10% 8% 8% 6% 4%6% Present Across India’s Busiest and Fastest Growing Air Corridors Air Passenger Traffic (Mn) Air Passenger Traffic YoY Growth – FY25, (%) Source: Industry Reports Pipeline (2)Operational (39) Udyog Vihar Jaipur Kaushambi/Ghaziabad Dehradun Chennai City Center 1, Leisure Valley 2, Leisure Valley Chandigarh Sector 60 Alleppey, Kerala Kochi New Town, Kolkata Ludhiana Shillong Shimla Thiruvananthapuram Udaipur Visakhapatnam Gurgaon Ahmedabad Bandhavgarh Electronics City Ulsoor Lake Whitefield (2) Hosur Road Bengaluru Present Across Leading Office Markets Cumulative Absorption, msf (CY2016–2023) 113 68 61 51 46 43 41 20 13 11 7 2 Bengaluru Hyderabad Delhi NCR Mumbai Tokyo Chennai Pune Beijing Shanghai Munich Singapore Hong Kong Mumbai Andheri SkyCity Pune City Center Hinjawadi Pimpri Delhi Airport East Delhi Airport Hyderabad Gachibowli HITEC City Banjara Hills Goa Beach Resort Candolim
Page 22
Track record of superior performance 22 Total revenue(1) (INR crores) Consistently delivering high growth… (Figures upon scheme becoming effective) …With industry leading margins (Figures upon scheme becoming effective) Net EBITDA post renovation and management fees(1) (INR crores) 810 991 1,189 FY 2023 FY 2024 FY 2025 21.2% 359 423 509 FY 2023 FY 2024 FY 2025 44.4% 42.7% 42.8% CAGR % Margin 19.1% Notes (1) Based on Management Accounts and upon the scheme becoming effective Recheck the numbers CAGR
Page 23
Strong balance sheet and partnership with Warburg Pincus enabling a faster growth profile 23 Development capabilities to fuel next phase of growth… …Supported by partnership with Warburg Pincus Warburg Pincus, a leading global private equity fund with $100 bn+ of assets under management, to own 26% stake Aurika, Shillong (Rendering) Leverage best-in-class practices from Warburg’s experience of owning hospitality assets globally Right to invest additional INR 960 crores as primary which will provide further capital for growth Aurika, Shimla (Rendering) Additional active pipeline under discussion • Aurika, Nehru Place, New Delhi 500+ rooms, Letter of Award received from Delhi Development Authority • Active discussions also underway for acquisition of 2,500+ rooms
Page 24
Saurabh Shatdal Managing Director and Chief Executive Officer Fleur Hotels Limited Mayank Sharma Chief Financial Officer Fleur Hotels Limited Fleur Hotels Management Team 24 Patanjali Govind Keswani Executive Chairman Lemon Tree Hotels Limited and Fleur Hotels Limited
Page 25
Appendix 25
Page 26
Transaction structure for proposed demerger 26 Proposed Transaction Structure Post Implementation of Scheme (Excluding primary investment of up to INR 960 crores by Warburg Pincus) Lemon Tree Public Share- holders Promoter Group APG 62.73% 22.28% 14.99% Fleur Hotels 41.03% Public Share- holders Promoter Group Warburg Pincus 20.68% 4.94% 26.01% APG 7.34% Total Public Shareholding: 25.62% Lemon Tree 62.73% 22.28% 14.99% Hamstede Living Carnation Hotels Arum Hotels Sukhsagar Complexes Oriole Dr. Fresh Carnary Hotels Manakin Resorts 100% Fleur Hotels 58.91% Merger with Lemon Tree 1 Merger with Fleur Hotels, shares to be issued by Fleur Hotels to Lemon Tree 11 Operating hotels + 1 under-construction hotel + Development Capability + Investment in Arum to be demerged from Lemon Tree into Fleur Hotels 3 APG 41.09% Warburg Pincus 2 APG’s existing stake in Fleur Hotels to be sold to Warburg Pincus prior to completion of scheme 4 Public Share- holders Promoter Group APG Without hotel assets With hotel assets
Page 27
Share entitlement ratio 27 Fleur Hotels will issue shares to Lemon Tree in respect of transfer of 4 wholly owned subsidiaries (Oriole Dr. Fresh, Sukhsagar Complexes, Manakin Resorts and Carnary Hotels) 1 Further, Lemon Tree shareholders will be allotted shares in Fleur Hotels, corresponding to the transfer of existing Hotel Assets including the Hotel Development Capabilities (collectively the “Demerged Undertaking”) 2 Company name For every Will get Oriole Dr. Fresh 49,872 shares of Oriole Dr. Fresh 10,000 shares in Fleur Hotels Sukhsagar Complexes 53,118 shares of Sukhsagar Complexes 10,000 shares in Fleur Hotels Manakin Resorts 1,01,077 shares of Manakin Resorts 10,000 shares in Fleur Hotels Canary Hotels 29,87,754 shares of Canary Hotels 10,000 shares in Fleur Hotels Company name For every Will get Lemon Tree (“Demerged Undertaking”) 311 shares of Lemon Tree (“Demerged Undertaking”) 20 shares in Fleur Hotels
Page 28
About Lemon Tree Hotels 28 Lemon Tree Hotels Limited (LTHL) is one of the largest hotel chains in India and owns/leases/operates/franchises hotels across the upscale, upper-midscale, midscale and economy segments. LTHL delivers differentiated yet superior service offerings, with a compelling value proposition. The group offers seven brands to meet guests’ needs across all levels, viz. Aurika Hotels & Resorts, Lemon Tree Premier, Lemon Tree Hotels, Red Fox Hotels by Lemon Tree Hotels, Keys Prima by Lemon Tree Hotels, Keys Select by Lemon Tree Hotels and Keys Lite by Lemon Tree Hotels. LTH operates 130 hotels across 80+ cities in India and abroad, with a growing pipeline of 130 upcoming properties. From metro hubs like Delhi-NCR, Mumbai, Bengaluru, and Hyderabad to tier II & III cities such as Jaipur, Udaipur, Kochi, and Indore – and with an international presence in Dubai, Bhutan, and Nepal – Lemon Tree Hotels delivers exceptional comfort, consistent quality, and a warm, refreshing experience. Since opening its first 49-room hotel in 2004, the group has grown to 260 properties (operational and upcoming), becoming a trusted name in hospitality for both business and leisure travelers. To know more, visit lemontreehotels.com | aurikahotels.com | keyshotels.com For more information about us, please visit www.lemontreehotels.com or contact: Kapil Sharma Anoop Poojari Executive Director & Chief Financial Officer Lemon Tree Hotels Ltd. CDR India Tel: +91 11 4605 0174 / +91 11 4605 0153 Tel: 98330 90434 E-mail: cfo@lemontreehotels.com E-mail: anoop@cdr-india.com