Praveg Ltd

EGM purpose

• Res 2: equity shares to promoter group on conversion of unsecured inter‑corporate loan
• Res 3: warrants convertible into equity on a preferential basis

Resolutions overview

• Resolution 2: Special; converts unsecured loan into equity shares for promoter group; terms not disclosed; promoter interest: No.
• Resolution 3: Special; warrants issued on a preferential basis; terms/price not disclosed; promoter interest: No.

Voting results

• Resolution 2 approved; polled 12,770,311; in favour 12,064,794; 99.94% in favour.
• Resolution 3 approved; polled 12,770,311; in favour 12,769,295; 99.99% in favour.

Shareholding impact

• Promoter group held 12,072,294 shares on record date.
• Post-issuance promoter stake impact not disclosed.

Rationale / use of funds

• Resolution 2 converts debt into equity to strengthen capital base.
• Resolution 3 provides funding via preferential warrants.

Governance / management

• No board or KMP changes disclosed.

Resolutions

• Special resolution to approve amendments to loan agreements; terms not detailed in summary.
• Special resolution to issue equity shares to promoter group on conversion of unsecured inter-corporate loan; no price disclosed.
• Special resolution to issue warrants convertible into equity on a preferential basis; terms not disclosed.

Promoter participation

• Promoter group attendance: 6 participants at the meeting.

Voting status

• Voting results not disclosed in the document; to be announced separately.

Potential shareholding impact

• Conversion of promoter loan may alter promoter stake; exact change not quantified.

Business Overview

• Experiential tourism and hospitality company focused on eco-responsible luxury stays via non-permanent structures.
• Segments include Hospitality & Tourism, Advertisement, and Exhibitions & Events with asset-light expansion.
• Phase 4 expansion includes Lakshadweep Atolls; Kachigam resort; IHCL SeleQtions and Ginger collaborations.

Key Operational Highlights

• Q1 FY27 consolidated revenue ₹46.21 Cr; EBITDA ₹3.90 Cr; EBITDA margin 8.45%.
• Launched Bangaram Island Atoll and Kachigam resort as part of 2025 expansion.
• IHCL manages Praveg Atolls under SeleQtions; Ginger partnership enhances eco-luxury capabilities.
• Meghalaya LoA received February 2026 for premium lakeside resort PPP.

Financial Performance

• FY26 consolidated total income ₹242.44 Cr; EBITDA ₹59.05 Cr; PAT ₹-9.97 Cr.
• Q1 FY27 consolidated total income ₹46.21 Cr; net profit ₹-13.23 Cr; EBITDA ₹3.90 Cr.

Capital Structure & Liquidity

• FY26 net worth ₹437.33 Cr; cash ₹38.38 Cr; current borrowings ₹40.94 Cr.
• Total liabilities FY26 ₹590.69 Cr; equity ₹26.14 Cr; reserves ₹411.19 Cr.

Strategic Priorities & Outlook

• Vision 2028: 2,500+ rooms across 65+ locations; 11-resort pipeline (577 rooms).
• Asset-light eco-luxury expansion; PPP collaborations with government tourism departments.
• IHCL SeleQtions alliance enhances brand visibility and network.

Risks & Mitigation

• Risks: macro demand, execution, regulatory; mitigated by diversified revenue across hospitality, events, advertising.
• Management pursuing disciplined expansion and operational efficiency.

Governance & Leadership

• Chairman & MD: Dr. Vishnukumar Patel; CFO: Dharmendra Soni.
• Acquired 51% stake in Abhik Advertising and Bidhan Advertising to diversify revenue.

Key financial highlights

• Consolidated Q1 FY27 total income ₹46.21 Cr, EBITDA ₹3.90 Cr, net loss ₹13.23 Cr, EPS (5.06).
• Standalone Q1 FY27 total income ₹29.81 Cr, EBITDA ₹(2.62) Cr, net loss ₹13.30 Cr, EPS (5.09).

Operational highlights

• Total 825+ rooms across 17 resorts and one hotel.
• Depreciation on assets during Q1 FY27 totaled ₹8.18 Cr.
• IND AS 116 ROUs impact on lease asset: ₹3.60 Cr.

Financial results

• Board approved unaudited standalone and consolidated results for quarter ended June 30, 2026.
• Limited Review Reports by statutory auditors enclosed with the results.

AGM and notices

• 31st AGM to be held on Sep 25, 2026 via VC/OAVM.
• Notice of AGM to be dispatched separately to members.

Purpose of Meeting

• Scheme of amalgamation between Eulogia Inn Pvt Ltd (Transferor) and Praveg Ltd (Transferee), including shareholders and creditors.

Key Resolutions

• Approval of the Amalgamation Scheme by equity shareholders.

Voting Outcome

• Resolution passed by requisite majority; total votes polled 13,207,200; 13,205,526 in favour, 1,674 against.
• Promoter group in favour; Public Institutions and Public Non-Institutions in favour; no category against.

Shareholder/Creditor Impact

• Shareholder impact aligns with the approved Scheme terms.

Next Steps

• Awaiting NCLT sanction to give effect to the Scheme.

Purpose of Meeting

• Scheme of Amalgamation between Eulogia Inn Private Limited and Praveg Limited and their shareholders and creditors.

Key Resolutions/Business

• Approve the amalgamation scheme between the two entities and related actions as proposed.

Voting Outcome

• Detailed voting results pending; not disclosed in the filing.

Shareholder/Creditor Impact

• Impact on shareholders/creditors to be determined per the scheme; not disclosed in filing.

Next Steps

• Voting results to be submitted and posted on the company's website; video recording available.

Meeting Details

• Date of board meeting: July 22, 2026.
• Time and location not disclosed.

Key Agenda Items

• Proposal to convert promoter/promoters group unsecured loan into equity on a preferential basis, subject to approvals.
• Evaluate fundraising through equity, convertibles, or other securities via preferential/rights/QIP modes with approvals.

Other Notes

• Trading window closed from July 1, 2026 until 48 hours after unaudited June 30, 2026 results.

Supplemental Agreement with promoter lender

• Supplemental Agreement with Jhaveri Credits and Capital Limited to amend the May 7, 2025 loan.
• Enables repayment of outstanding loan and accrued interest through issuance of equity, warrants, or other securities.
• Such issuances will require applicable laws and requisite approvals.
• Execution does not constitute approval for issuance; future issuances require approvals.
• Jhaveri Credits and Capital Limited is a promoter group entity; related party transaction.
• No impact on management or control by the Supplemental Agreement.