UVS Hospitality And Services Ltd

Target overview

• Calcio Restaurants Private Limited operates hotels and restaurants in Mumbai, India.
• Incorporated on 30 September 2020; CIN U51909MH2020PTC347025.
• Turnover: 24-25 INR 52,03,17,699; 23-24 INR 27,84,43,004; 22-23 INR 10,26,39,041.
• Acquired 34.76% stake on a fully diluted basis; 23,87,257 shares issued.
• Consideration: 23,87,25,700 via share swap.
• No related party interest; arm's length transaction.
• Regulatory approvals obtained: BSE in-principle approval for preferential issue and members' approvals.
• Completion status: acquisition completed.
• Strategic rationale: consolidate operations and strengthen balance sheet.
• Target sector: Hotels and Restaurants; country presence: India (Mumbai).

Use of proceeds status

• Mode of fund raising: Preferential issue of equity shares and warrants.
• Status: No deviation in use of funds raised.
• Monitoring agency: Not Applicable.
• Audit Committee: Not Applicable.
• Objects table not applicable due to no deviation.

Consolidated results

• Revenue from operations: ₹4,504.22 lakhs; total revenue: ₹4,551.30 lakhs.
• Total expenses: ₹3,760.45 lakhs; net profit after tax: ₹790.85 lakhs.
• Earnings per share: basic ₹2.16; diluted ₹2.07.
• Geographic mix: Within India ₹478.17 lakhs (10.62%), Outside India ₹4,026.05 lakhs (89.38%).
• Subsidiaries: UVS Investment Management Pty Ltd (Australia) and British Brewing Company Private Limited, 100% each.
• Board approved unaudited consolidated results on 10 Aug 2026.

Standalone results

• Standalone revenue from operations: ₹0.00; total revenue: ₹37.15 lakhs.
• Total expenses: ₹93.68 lakhs; loss before tax: ₹56.53 lakhs; net loss: ₹56.53 lakhs.
• EPS (continuing operations): basic and diluted −₹0.15.
• Restaurant operations were temporarily closed; no revenue from operations in the quarter.

Dematerialisation status

• Securities received for dematerialisation in quarter ended 30 June 2026 were confirmed to depositories.
• Dematerialised securities have been listed on stock exchanges where existing securities are listed.
• Physical certificates for dematerialisation were mutilated and cancelled; depository's name substituted as registered owner in records.

Purpose of EGM

• Increase authorised share capital
• Acquisition of 51% stake in Calcio Restaurants via share swap
• Preferential issue of 15,83,000 equity shares to non-promoters
• Preferential issue of 31,65,000 convertible warrants to non-promoters
• Regularization of Mrs. Prathima Madineni as Executive Director
• Change of Mrs. Prathima Madineni to Managing Director
• Approval of foreign investment limits up to 100% paid-up capital
• Approval of related party transactions

Summary of Resolutions

• Resolution 1: Special; increase authorised share capital; no promoter interest
• Resolution 2: Special; acquire 51% stake via 35,02,671 equity shares swap; non-promoter allotment
• Resolution 3: Special; issue 15,83,000 equity shares preferentially to non-promoters
• Resolution 4: Special; issue 31,65,000 convertible warrants to non-promoters
• Resolution 5: Ordinary; regularize Mrs. Prathima Madineni as Executive Director
• Resolution 6: Special; change Mrs. Prathima Madineni to Managing Director
• Resolution 7: Special; approve foreign investment limit up to 100% of paid-up capital
• Resolution 8: Special; approve related party transactions

Voting Outcome

• All 8 resolutions passed with 100% votes in favour
• No votes against or invalid votes recorded
• Total votes cast: 8,490,227 representing 22.27% of outstanding shares

Impact on Shareholding and Control

• Acquisition involves issuing 35,02,671 shares to non-promoters
• Preferential issues and warrants increase non-promoter shareholding
• Foreign investors allowed up to 100% ownership
• No promoter/promoter group participation in resolutions

Board and Management Changes

• Mrs. Prathima Madineni regularized as Executive Director
• Mrs. Prathima Madineni appointed Managing Director

Purpose of EGM

• Increase authorised share capital of the company
• Acquire up to 51% stake in Calcio Restaurants Pvt Ltd via share swap
• Issue up to 15,83,000 equity shares on preferential basis to non-promoters
• Issue 31,65,000 convertible warrants to non-promoters on preferential basis
• Regularize Mrs. Prathima Madineni as executive director
• Change Mrs. Prathima Madineni's role from director to managing director
• Approve foreign investment limits up to 100% of paid-up equity capital
• Approve related party transactions

Summary of Resolutions

• All eight resolutions were special except director regularization which was ordinary
• Acquisition involves issuing 35,02,671 equity shares by swap to non-promoters
• Preferential issues and warrants targeted at non-promoter investors
• Change in board includes appointment and role change of Mrs. Prathima Madineni
• Foreign investment limit raised to 100% of paid-up equity capital

Voting Outcome

• All resolutions were approved by members
• No significant opposition or voting percentages disclosed

Impact on Shareholding and Control

• Acquisition will grant management control of Calcio Restaurants Pvt Ltd
• Preferential allotments and warrants will dilute promoter and existing shareholding
• Foreign investors allowed up to 100% equity holding

Use of Funds and Strategic Rationale

• Acquisition expected to generate operational and financial synergies
• Diversifies revenue streams and strengthens market position
• Enhances overall shareholder value

Board and Management Changes

• Mrs. Prathima Madineni regularized as executive director
• Mrs. Prathima Madineni appointed as managing director