Asian Hotels (East) Ltd

Asian Hotels (East) Ltd – Trading Window Closure

Promoter shareholding change

• Arun Kumar Saraf, promoter & Jt MD, increased holding from 13,098 shares (0.08%) to 2,039,618 (11.80%) via gift.
• Date of allotment/advice: 27-08-2026; intimation to company: 31-08-2026; mode: off-market inter-se gift.

Promoter inter-se gift transfer

• Inter-se transfer of shares by way of gift among promoter relatives.
• Exemption from open offer under Regulation 10(1)(a)(i).
• Acquirer: promoter; Transferor: promoter relative.
• Shares acquired: 20,26,520 equity shares, 11.72% of diluted share capital.
• Off-market transfer by gift; no consideration paid.
• Pre-transaction acquirer holding: 13,098 shares (0.08%).
• Post-transaction acquirer holding: 12,039,618 shares (11.80%).
• Pre-transaction transferor holding: 1,40,53,040 shares (23.44%).
• Post-transaction transferor holding: 26,520 shares (11.72%).
• Public shareholding unaffected.
• Control/promoter structure: no external change; intra-promoter transfer.

Disposal under Reg29(2) Gift

• Target: Asian Hotels (East) Limited.
• Seller: Ratna Saraf (Promoter group) disposes 2,026,520 equity shares via off-market gift.
• Acquirers: Arun Kumar Saraf; PACs: Umesh Saraf, Saraf Industries Limited (Promoter group).
• Pre-disposal holding: 65.63% (11,349,179 shares) promoter group.
• Post-disposal holding: 65.63% promoter group aggregate unchanged.
• Disposal details: 2,026,520 shares, 11.72% of voting rights.
• Mode: off-market inter-se transfer as gift.
• Transaction date: August 27, 2026.
• Share capital context: aggregate promoter holdings unchanged.

Independent Director Reappointment

• Reappointment of Mr Sandipan Chakravortty as Independent Director for a second five-year term, effective 10 August 2026.
• Continues as Non-Executive Independent Director; satisfies independence criteria and is not debarred by SEBI or other authorities.

AGM details

• Date and time: 27 August 2026, 11:00 A.M.
• Mode: VC/OAVM.
• Venue: Hyatt Regency Kolkata; deemed held at registered office.
• Cut-off date for votes: 21 August 2026; shareholders on cut-off: 10,379.

Resolutions

• Resolution 1 (Ordinary): Adopt standalone financial statements for FY ended 31 March 2026.
• Resolution 2 (Ordinary): Adopt audited consolidated financial statements for FY ended 31 March 2026.
• Resolution 3 (Ordinary): Reappoint Devesh Saraf as Director, retiring by rotation.
• Resolution 4 (Special): Reappoint Chakravortty as Independent Director for five years; continue as Non-Executive Director.

Voting results

• Resolution 1: Passed with requisite majority.
• Resolution 2: Passed with requisite majority.
• Resolution 3: Passed, 95.97% in favour; 4.03% against.
• Resolution 4: Passed, 95.97% in favour; 4.03% against.

Director changes

• Devesh Saraf reappointed as Director, retiring by rotation.
• Sandipan Chakravortty reappointed as Independent Director for five years; continue as Non-Executive Director.

AGM Details

• AGM held on 27 August 2026 at 11:00 AM via video conferencing.
• Venue deemed the registered office; meeting conducted through VC/OAVM.
• Remote e-voting window: 24 August 2026, 9:00 AM to 26 August 2026, 5:00 PM.
• Voting results to be declared within two working days on company and NSDL sites.

Resolutions

• Ordinary: Adopt standalone financial statements for year ended 31 March 2026.
• Ordinary: Adopt consolidated financial statements for year ended 31 March 2026.
• Ordinary: Re-appointment of Devesh Saraf by rotation.
• Special: Reappointment of Sandipan Chakravortty as Special Independent Director.

Voting Status

• Outcome of each resolution not disclosed in filing; results to be announced later.

Directors

• Devesh Saraf to be re-appointed by rotation.
• Sandipan Chakravortty to continue as Special Independent Director.

Auditors

• Statutory auditor attended AGM; no appointment changes announced.

Financial results approved

• Unaudited standalone and consolidated results for quarter ended 30 June 2026 approved.
• Limited review report by Singhi & Co noted.

HRM Buy Option actions

• Board approved sending formal notice to AHWL via Novak to exercise the Buy Option for HRM.

Regulatory & legal updates

• Odisha Order directs GJS Hotels Limited to vacate Odisha premises; Rs 350 lakh bank guarantee invoked.
• Ongoing income tax appeals for FY2019-20, 2022-23, 2023-24; no provisions.
• HRM/Buy Option subject to legal resolutions with AH West; management expects resolution.

Auditor remarks and emphasis

• Auditors note potential impairment due to GJS exposure; impairment not recognised.
• Emphasis of Matter on Novak capital work-in-progress and HRM acquisition; Buy Option pending completion.
• Recovery of interest from AHWL under negotiation; impact not quantified.