Samhi Hotels Ltd

Samhi Hotels Ltd — Closure of Trading Window

Meeting Details

• No meeting details provided in this chunk.

Acquirer and holding changes

• Target: SAMHI HOTELS LIMITED.
• Acquirers and PACs: funds managed by FMR LLC and FIL Limited.
• Acquirer not part of promoter/promoter group.
• Listed on NSE and BSE.
• Pre-acquisition holding: 10,078,650 shares (4.53%).
• Acquired: 1,175,000 shares (0.53%).
• Post-acquisition holding: 11,253,650 shares (5.06%).
• Mode: Open Market.
• Date of acquisition: 01 September 2026.
• Equity share capital before: 222,359,672 shares.
• Equity share capital after: 222,359,672 shares.
• Encumbrances: none reported.
• Salient features: N/A.

AGM details

• AGM held on 31 August 2026 at 2:00 PM IST via VC/OAVM.
• Voting cut-off date: 24 August 2026.
• Remote e-voting window: 27–30 August 2026; voting during AGM available.
• ESOP allotment effected; listing approval obtained.

Key resolutions & outcomes

• Resolution 1: ordinary; adoption of audited financials and Directors' Report; approved.
• Resolution 2: ordinary; appointment/re-appointment of a director by rotation; approved.
• Resolution 3: ordinary; increase in authorized share capital and Memorandum alteration; approved.
• Resolution 4: special; issuance of securities up to a specified limit; approved.
• Resolution 5: ordinary; remuneration payable to non-executive independent directors; approved.

Dividend

• Dividend proposed or declared: none.

ESOP & capital actions

• ESOP-related actions approved; equity shares allotted under ESOP scheme; listing approval obtained.
• Capital actions include increase in authorized capital and adjustments to paid-up capital.

AGM Details

• Date and time: 31 August 2026, 2:00 PM IST; mode: VC via Zoom.
• Quorum confirmed.

Key Resolutions

• 01: Adopt standalone and consolidated financial statements for FY26 (Ordinary).
• 02: Re-appointment of Manav Thadani (Ordinary).
• 03: Increase in authorized share capital and MOA alteration (Ordinary).
• 04: Capital raise via equity/convertibles up to INR 750 crores (Special).
• 05: Remuneration payable to NEIDs (Ordinary).

Voting Results

• 01: Outcome not disclosed; results to be declared within two working days.
• 02: Outcome not disclosed; results to be declared within two working days.
• 03: Outcome not disclosed; results to be declared within two working days.
• 04: Outcome not disclosed; results to be declared within two working days.
• 05: Outcome not disclosed; results to be declared within two working days.

AGM Details

• Held on 31 August 2026 at 02:00 PM IST via video conferencing (Zoom).

Resolutions Put to Vote

• Adopt standalone and consolidated financial statements for FY ended 31 March 2026 (Ordinary).
• Re-appoint Manav Thadani by rotation (Ordinary).
• Increase authorized share capital and alter MOA (Special).
• Raise capital via equity or convertible securities up to INR 750 crore (Special).
• Remuneration for Non-Executive Independent Directors approved (Ordinary).

Voting Results

• Results not disclosed in the filing; to be announced within two working days.

AGM and annual report access

• AGM for FY2025-26 scheduled on 31 August 2026 at 2:00 PM IST via VC/OAVM.
• Integrated Annual Report FY2025-26 accessible via web-link and path on the company's website.
• Notice of AGM includes e-Voting instructions and access details for shareholders.
• Shareholders without registered email must update PAN, KYC and related details per SEBI LODR.
• Physical copies of the Integrated Annual Report will not be dispatched unless requested.

Financial performance

• Consolidated revenue from operations ₹12,789.98 mn in FY2026; up 12.3% YoY.
• PAT ₹5,665.45 mn; ROE 33.0%.
• Net debt/EBITDA 3.0x; Free cash flow post-interest ₹3,000 mn.
• No dividend declared for FY2026.

Growth and pipeline

• Navi Mumbai project: ~700 rooms under development.
• GIC: ₹6,000 mn equity; ₹1,500 mn future funding; 35% minority stake.
• RARe India: 70% stake; 75 hotels; ~1,046 rooms; asset-light model.

Capital structure and liquidity

• Debt-to-equity 0.06x; credit upgrades CARE A+ (Stable) and ICRA A+ (Stable).

Portfolio and operations

• Portfolio spans 31 hotels in 11 states; occupancy mid-70s; RevPAR growth 9.5%.

Technology and ESG

• ESG capex ~25% of FY2026 capex; renewable energy share 39%; EV charging stations 47.

Financial Performance

• Total income for Q1 FY27: Rs 308.3 crore, up 7.3% YoY.
• Comparable revenue growth up 10.8% excluding Rs 9.3 crore one-time income.
• Same-store RevPAR up 9.6% to Rs 5,220; occupancy 79.3%.
• EBITDA down 4% YoY on reported basis; ~12.1% on a comparable basis.
• Finance costs down 25.5% to Rs 37.7 crore.
• PBT Rs 32.7 crore, up 26.4% YoY.
• Net debt Rs 1,490 crore as of 30 Jun 2026; debt/EBITDA ~3.2x.
• 4x net debt-to-EBITDA for operating assets excluding growth capex.
• Effective interest rate ~7.8%; ~300 bps lower than time of PO.
• Credit rating: A+ (Stable) by ICRA and CARE.
• Guidance: cumulative cash flow > Rs 3,000 crore FY2027-FY2031.
• Upscale revenue share expected to rise to ~60% by FY2030.

Operating Update

• Domestic travellers account for 82% of room nights.
• 36% of days had occupancy above 90%.
• Pipeline: 1,660 rooms across seven hotels; majority upper upscale.
• 450 rooms to be rebranded to upscale; upscale share ~60% by FY2030.

Balance Sheet and Liquidity

• Net debt Rs 1,490 crore.
• Debt/EBITDA ~3.2x (TTM) and 2.4x for operating assets.
• Effective interest rate ~7.8%.

Capex and Projects

• Navi Mumbai project: approvals resolved; on-site by Apr 2027; 3–4 year delivery.
• FY2028 capex modest; major capex in FY2029–FY2030.
• W Hyderabad targeted for second half FY2028; Courtyard Pune renovations underway.
• GIC JV: up to 35% in new upscale opportunities; IKEA Noida JV progress.

Leisure and RARE

• RARE India: 75 hotels, 1,046 rooms, across 15 states; asset-light.
• RARE revenue sources: bookings fee and potential higher revenue share.
• Top-line potential Rs 100–120 crore; EBITDA Rs 35–40 crore; 50–55% ROCE.
• Marriott Outdoor Collection: ~40 hotels signed; 10–12 on other platforms.

Q&A Highlights

• Itmenaan Estate in Binsar Almora; leisure contribution and RARE opportunities discussed.
• Occupancy vs ARR: H1 occupancy drives revenue; July trends show rate recovery in H2.
• F&B growth slowed to about 4%; reasons include mix and renovations.
• Enabling capital raise to give the Board flexibility; mix not yet decided.

Outlook and Guidance

• Long-term revenue growth guidance: 9–11%.
• Pipeline expansion across Hyderabad, Bangalore, Chennai, Noida, Navi Mumbai; brands Westin, Marriott.
• Capex funded while preserving balance sheet; enabling resolution for timely action.
• Board flexibility to act; no fixed commitments on equity vs debt.