Phoenix Township Ltd

AGM Details

• Held on 29-09-2026 at 3:30 PM IST via VC/OAVM.
• Record date for entitlements: 22-09-2026.
• Remote e-voting open 26-28 Sep 2026; voting at AGM via e-voting.

Key Resolutions

• Resolution 1 (Ord): Adopt standalone and Consolidated Financial Statements.
• Resolution 2 (Ord): Re-appointment by rotation of a director.
• Resolution 3 (Special): Prior approval for appointment as non-executive director and chairman.
• Resolution 4 (Ord): Appointment as non-executive director and chairman.
• Resolution 5 (Special): Appointment of independent director.

Voting Results

• Resolution 1 passed with near-unanimous support; two votes against.
• Resolution 2 passed with near-unanimous support; two votes against.
• Resolution 3 passed with near-unanimous support; two votes against.
• Resolution 4 passed with near-unanimous support; two votes against.
• Resolution 5 passed with near-unanimous support; two votes against.

Director Changes

• Director by rotation re-appointment approved; new independent director appointed.
• Appointment of non-executive director and chairman approved.
• Independent director appointed to the board.

AGM Details

• Date/time/mode: Sept 29, 2026, 3:30 PM IST, via VC/OAVM.
• Attendance: 16 members; no physical attendance.

Resolutions considered

• Ordinary: adopt standalone financial statements for year ended Mar 31, 2026; outcome not disclosed.
• Ordinary: adopt consolidated financial statements for year ended Mar 31, 2026; outcome not disclosed.
• Ordinary: re-appoint Mrs. Shibanee Manish Harlalka (DIN: 00507607) by rotation; outcome not disclosed.
• Special: prior approval for Dr. Prafulla Rajaram Hede as Non-Executive director and chairman; outcome not disclosed.
• Ordinary: appoint Dr. Prafulla Rajaram Hede as non-exec director and chairman; outcome not disclosed.

HBG Hotels Ltd – Closure of Trading Window

Purpose of postal ballot

• To seek member approvals on four resolutions: capital, warrants, investments, and related-party land.
• Record date for voting: 04 Sep 2026; e-voting from 14 Sep to 13 Oct 2026.

Resolutions

• Item 1 (Ordinary): Increase Authorised Capital to Rs 45 crore; amend MOA Clause V.
• Item 2 (Special): Issue 56,65,000 convertible warrants at Rs 83 to promoters/non-promoters.
• Item 3 (Special): Investments beyond 186 limits up to Rs 700 crore.
• Item 4 (Ordinary): Related party land acquisition from Hede Consultancy (promoter group).

Key terms for warrants and capital

• Warrants: up to 56,65,000; price Rs 83; total up to Rs 47.02 crore.
• Relevant Date for pricing: 11 Sep 2026.
• Post-issue paid-up capital: Rs 26.18 crore; 2,61,84,260 equity shares.
• Authorized capital after increase: Rs 45 crore.
• Allottees include promoter group and non-promoters.
• Floor price determined per ICDR rules; not less than floor price.
• Warrants have 18-month tenure; 25% upfront, 75% on conversion.
• Allotment within 15 days of passing resolution; post-conversion pari-passu.

Outcome

• Outcome not disclosed; results to be declared by Oct 15, 2026.

Related party and governance notes

• Item 4 involves land from promoter group M/s Hede Consultancy; related party transaction.
• Promoter/related parties abstain from voting on related party resolutions.

Capital structure changes

• Authorized capital increased to Rs 45 crore.
• Equity shares: 3.72 crore at Rs 10; preference shares: 78 lakh.
• Additional 1.60 crore equity shares created; MOA amended.

Convertible warrants issuance

• Up to 56,65,000 convertible warrants issued on preferential basis at Rs 83.
• Aggregate issue size approx Rs 47.02 crore.
• Warrants exercisable within 18 months; 25% upfront, 75% on exercise; lapse if unexercised.
• Investors: promoters, promoter group, and non-promoters; eight total.
• Post-issue ownership details provided in Annexure II.

Related-party land acquisition

• Land purchase from promoter group: 7,000 sq m in Goa for Rs 36 crore.
• Funding via preferential issue of convertible warrants.
• Subject to shareholder approval; completion >6 months.
• Related party transaction disclosure; cash consideration.

Post-issue ownership snapshot

• Post-issue shareholding percentages for allottees provided in Annexure II.

Financial results and AGM

• Approved unaudited standalone and consolidated results for quarter ended 30 June 2026.
• AGM scheduled for 29 September 2026 via VC/OAVM.
• Register of Members and Share Transfer Book closed 23–29 September 2026.

Appointments and governance changes

• Recommend appointment of Dr. Prafulla Rajaram Hede as Non-Executive Chairman and Director, subject to member Special Resolution.
• Recommend Varsha Ajay Usgaonkar Sharma as Additional Director (Independent) for five years from 14 Aug 2026.
• Reconstitution of board committees due to new independent directors.

Regulatory/compliance and disclosures

• Limited review of unaudited results obtained; no material adverse observations.
• Results prepared under IND AS; audit completed.
• Results to be disclosed per SEBI LODR requirements.

Filing Details

• Issuer: HBG Hotels Ltd; scrip code 537839; category: Board Meeting.

Dematerialisation status

• Dematerialisation requests processed and confirmed to depositories (accepted/rejected) for the reporting quarter.
• Securities dematerialised have been listed on the stock exchanges where the existing securities are listed.
• Physical certificates dematerialised were mutilated and cancelled after verification; depository named as registered owner within 15 days.

Financial results

• Approved audited standalone and consolidated results for quarter and year ended 31 March 2026.
• Auditor issued unmodified opinion on both standalone and consolidated financial statements.
• Standalone year ended revenue from operations was Rs. 2,807.840 lakhs.
• Standalone year ended net profit was Rs. 279.749 lakhs.
• Consolidated year ended revenue from operations was Rs. 2,807.840 lakhs.
• Consolidated year ended net profit was Rs. 276.037 lakhs.

Other statements

• Approved audited standalone and consolidated cash flow statements for year ended 31 March 2026.
• Approved audited standalone and consolidated balance sheets as at 31 March 2026.

Board decisions

• Appointed M/s. Bharat Gupta & Co. as internal auditor for FY 2026-27.

Auditor remarks

• Statutory auditor Bhatter & Company reported an unmodified opinion.
• Consolidated results included subsidiary Green First Estate Private Limited.
• Subsidiary financials contributed revenue of Rs. 3.70 lakhs and net loss of Rs. 3.52 lakhs.