The reorganization will create two centered, high-growth, and large-scale platforms
Warburg Pincus will purchase APG’s total 41.09% stake in Fleur and commit to take a position as much as ₹960 crore of major capital to assist the expansion of Fleur
Lemon Tree Motels Restricted (“Lemon Tree”) and Fleur Motels Restricted (“Fleur”) at this time introduced that their respectiveBoards of Administrators have accepted a Composite Scheme of Association (the “Scheme”) designed to simplify the group construction, improve strategic focus, and unlock long-term worth for shareholders. The Scheme is topic to customary regulatory and shareholder approvals.
The proposed reorganization will create two clearly differentiated and complementary platforms:
Lemon Tree Motels Restricted,as a pure-play, asset-light resort administration and model platform; and
Fleur Motels Restricted, a present subsidiary of Lemon Tree, as a large-scale growth-oriented resort possession platform with growth capabilities and a gorgeous pipeline.
The Board of Administrators additional accepted:
Execution of a Share Buy Settlement enabling Coastal Cedar Funding B.V., an affiliate of Warburg Pincus, to accumulate the total 41.09% fairness stake held by APG Strategic Actual Property Pool N.V. (“APG”) in Fleur; and
Execution of a Shareholders’ Settlement offering for a major funding by Warburg Pincus of as much as INR 960 crore to be infused in tranches, to assist the longer term progress of Fleur.
This funding marks a renewed partnership between Warburg Pincus and Lemon Tree, following Warburg Pincus’ earlier funding within the firm in 2006, which supported Lemon Tree’s preliminary progress to grow to be a distinguished resort model and platform in India.
The Scheme, to be applied by means of a NCLT-approved course of, will reorganise the group’s asset possession and working construction. The resort belongings presently owned by Lemon Tree shall be transferred to Fleur, which is able to function the group’s unique asset possession and growth firm. Fleur will lead the group’s all future resort acquisitions and growth, whereas Lemon Tree will transition to a completely asset-light mannequin, centered on rising its resort administration, franchising and digital enterprise. The Scheme will even end in an inventory of Fleur’s shares on NSE and BSE. Mr. Patanjali Govind Keswani, Founding father of Lemon Tree Motels, will function the Govt Chairman of Fleur Motels and can ultimately transition to a Non-Govt position at Lemon Tree.
This reorganization and funding come at a time when India’s hospitality sector is coming into a interval of sustained progress, pushed by rising disposable revenue and discretionary spending, robust progress in home inter-city air / rail / highway journey, a rebound in worldwide tourism, and the Authorities of India’s continued give attention to tourism and funding in aviation / high-speed railways / four-lane highways infrastructure. Growing company journey and India’s emergence as a number one Conferences, Incentives, Conferences and Exhibitions (MICE) vacation spot additional assist long-term demand fundamentals.
This scheme is meant to create a simplified, clear, and growth-oriented construction for each firms, which we imagine will improve long-term worth for our shareholders. We’re additionally happy to resume our partnership with Warburg Pincus, with whom we share a protracted historical past of constructing the foundations of Lemon Tree. This collaboration marks a defining second as we enter the following part of growth for Fleur. With the Indian hospitality trade at an essential inflection level, we look ahead to leveraging Warburg Pincus’ world community and deep actual property and hospitality expertise to scale responsibly, advance digital-led capabilities and embed sustainability as a core pillar of Lemon Tree’s and Fleur’s long-term progress journey. Mr. Patanjali Govind Keswani, Founder and Govt Chairman of Lemon Tree and Fleur Motels
We’re happy to as soon as once more companion with Patu and the Fleur management group to assist the following chapter of progress for the platform. Lemon Tree has performed a pioneering position in shaping India’s mid-market hospitality phase, constructing a big scale, high-quality portfolio with robust manufacturers and working capabilities. With beneficial trade fundamentals and a transparent strategic roadmap, we look ahead to supporting the group as they proceed to scale the enterprise. Anish Saraf, Managing Director, Warburg Pincus
As we proceed our long-standing affiliation with Lemon Tree, we’re additionally proud to have supported Fleur Motels for greater than a decade to grow to be one among India’s main and socially inclusive hospitality platforms. This transaction in Fleur is the end result of APG’s long-term strategy to investing and gives our shoppers with a full-cycle return from one of many quickest rising economies on the earth. We thank Patu and the Fleur group for his or her arduous work and dedication to succeed in this milestone as the corporate enters its subsequent part of progress. Dominic Doran, Senior Director, Actual Property, Asia-Pacific, APG Asset Administration
Particulars of the Composite Scheme of Association
Key Highlights
Appointed date: 1 April 2026
Lemon Tree will merge two of its wholly owned subsidiaries (Carnation Motels and Hamstede Residing) with itself.
4 wholly owned subsidiaries of Lemon Tree (Oriole Dr. Recent, Sukhsagar Complexes, Manakin Resorts and Canary Motels) shall be merged with Fleur in opposition to the issuance of shares by Fleur to Lemon Tree.
12 accommodations (11 operational accommodations and one under-construction resort at Shimla) of Lemon Tree along with the event capabilities (collectively, the “Demerged Enterprise”), together with the funding in a single below development resort in Shillong by means of a 100% subsidiary of Lemon Tree, shall be demerged with Fleur.
Upon the Scheme turning into efficient, the shareholders of Lemon Tree (as on the file date) will personal 32.96% of Fleur, Lemon Tree will instantly personal 41.03% with the stability 26.01% to be owned by Warburg Pincus (shareholding figures exclude any dilution from major funding by Warburg Pincus in Fleur).
Following receipt of all related approvals, the Schemewill grow to be efficient, and Fleur shall be listed as a separate entity on Indian inventory exchanges. Your entire course of to itemizing of Fleur is predicted to be accomplished inside 12 to fifteen months.
Rationale of the Composite Scheme of Association
Complementary, Giant-Scale and Excessive-Progress Platforms: The proposed reorganization creates two centered and complementary platforms—an asset-light enterprise with resort administration, model & loyalty, distribution and digital capabilities and a resort possession and growth platform—each positioned for progress. Fleur will mix present working belongings with a clearly outlined growth and acquisition pipeline, whereas Lemon Tree will proceed to scale its administration and franchise portfolio domestically and internationally.
Strengthened Steadiness Sheet:The proposedraising of major capital from Warburg Pincus will strengthen Fleur’s stability sheet and unlock threat mitigated progress alternatives by means of growth and acquisition of resort belongings.
Publish the Proposed Transaction
Fleur will grow to be one of many largest house owners of hospitality belongings in India. Its owned portfolio will develop considerably, rising from 3,993 keys and 24 working accommodations to five,813 keys throughout 41 accommodations. Fleur will proceed to scale its owned portfolio by means of future growth and acquisitions.
Lemon Tree will proceed to function its present leased accommodations in Indore and Aurangabad, that are approaching the top of their respective lease phrases. As well as, Lemon Tree will handle a further 1,820 keys and 17 accommodations transferred to Fleur alongside its present portfolio of three,993 keys and 24 accommodations of Fleur operated by Lemon Tree. Lemon Tree will stay centered on its asset-light technique, persevering with to handle and franchise its present portfolio of third-party owned accommodations, with 6,011 keys throughout 89 operational accommodations and 9,414 keys throughout 127 accommodations below numerous phases of growth in India and internationally, which is predicted to proceed to develop over time.
Morgan Stanley acted because the unique monetary advisor for the proposed transaction.
About Lemon Tree Motels Restricted
Lemon Tree Motels Restricted (LTHL) is one among India’s main hospitality firms, catering to a variety of shoppers – from value-conscious travellers to premium enterprise and leisure seekers. With seven distinct manufacturers – Aurika Motels & Resorts, Lemon Tree Premier, Lemon Tree Motels, Purple Fox, Keys Prima, Keys Choose, and Keys Lite – the group presents experiences throughout higher upscale, upscale, higher midscale, midscale, leisure, wildlife, and non secular segments. LTHL operates 120+ accommodations throughout 80+ cities in India and overseas, with a rising pipeline of 120+ upcoming properties. From metro hubs like Delhi-NCR, Mumbai, Bengaluru, and Hyderabad to tier II & III cities akin to Jaipur, Udaipur, Kochi, and Indore – and with a world presence in Dubai, Bhutan, and Nepal – Lemon Tree Motels delivers distinctive consolation, constant high quality, and a heat, refreshing expertise. Since opening its first 49-room resort in 2004, the group has grown to 250+ properties (operational and upcoming), turning into a trusted identify in hospitality for each enterprise and leisure travellers. For extra particulars, go to www.lemontreehotels.com
