Ventive Hospitality Ltd

Ventive Hospitality Ltd — Trading Window Closure from Oct 1, 2026; shall reopen 48 hours after the declaration of the Unaudited Financial Results of the Company for the quarter and half year ended September 30, 2026.

Amalgamation order details

• NCLT Mumbai approves Scheme of Amalgamation dated 23.09.2026.
• Appointed Date for the Scheme: 01.04.2025.
• Transferee holds 100% of transferors; no consideration, no new shares issued.
• Transferors are wholly owned by Ventive; equity held directly or via nominee.
• Pre- and post-amalgamation net worth: ₹4,498.874 cr to ₹6,809.678 cr (31.03.2025).
• First transferor: 97 unsecured creditors; ₹4,06,79,95,183.
• Second transferor: 2 unsecured creditors; ₹16,71,40,56,250.
• Third transferor: 190 unsecured creditors; ₹60,12,46,942.
• Fourth transferee: 985 unsecured creditors; ₹1,21,44,98,533.
• Secured creditor: 1 with ₹8,12,35,18,332; notice to be issued.
• Meetings for Fourth equity shareholders and all unsecured creditors to meet within 60 days.
• Chairperson: Madan Gosavi; remuneration ₹1,00,000; Scrutinizer: Bindu Shah; remuneration ₹50,000.
• Notices to authorities; scheme hosted on company websites.
• First–Third applicants not listed on Indian stock exchanges.
• Application allowed and disposed of with directions.
• Pending cases (as of 15.08.2025): First 3, Second 0, Third 2, Fourth 6.
• Performance guarantees outstanding: Fourth 5; others Nil.

Meeting Details

• Date: September 2, 2026; Time: 15:00-15:50 IST; Group investor meeting
• Event: Ashwamedh – Elara India Dialogue 2026; Location: Mumbai; Mode: Physical

Participants

• Key company participants: senior management representatives (names not disclosed).

Purpose

• Purpose: participation in Ashwamedh – Elara India Dialogue 2026 for investor interaction.

Additional Notes

• No unpublished price sensitive information will be shared; details unchanged from prior intimation.

AGM Details

• Date and time: 26 August 2026, 11:00 AM to 12:15 PM IST.
• Mode: VC/OAVM.
• Record date: 19 August 2026; total shareholders on record: 28,230.
• Meeting duration: about 1 hour 15 minutes.
• Scrutinizer: Ashwini Inamdar, Mehta & Mehta.
• Remote e-voting: 23–25 August; NSDL processed votes.

Resolutions and Outcomes

• Resolution 1: Adopt audited standalone and consolidated financial statements and reports; ordinary; passed.
• Resolution 2: Appointment/re-appointment of director retiring by rotation; ordinary; passed; negligible dissent.

Director Changes

• Appointment/re-appointment approved for director retiring by rotation.

AGM Details

• Date and time: 26 August 2026 at 11:00 IST.
• Mode: VC/OAVM; proxies not applicable.
• E-voting period: 23–25 August 2026; results to be declared within two working days.
• Transcript and video to be available on company website within statutory timeframe.

Resolutions

• Adopt Audited Standalone and Consolidated Financial Statements for year ended 31 March 2026.
• Appoint director by rotation: Atul Chordia eligible for re-appointment.

Voting Results

• Results of remote e-voting and poll to be reconciled and declared within two working days.

Director Changes

• Director Atul Chordia to be re-appointed; retires by rotation.

Reclassification of promoter group

• Board approved May 12, 2026 to reclassify promoter group as public.
• Application submitted to BSE/NSE on May 16, 2026 for no-objection.
• Regulatory approval status remains pending.

Meeting Details

• Date: September 2, 2026; event: Ashwamedh – Elara India Dialogue 2026.
• Type/Mode: One-to-One and Group; Physical meeting.
• Location: Mumbai.
• Organizer: Ashwamedh – Elara India Dialogue 2026.

Participants

• Key participants: Company Secretary and Compliance Officer.

Purpose

• Purpose: revise schedule for investor conference participation.

Additional Notes

• Earlier details unchanged aside from conference date revision.

Financial Performance

• Consolidated revenue rose 7% YoY to INR 554 crores.
• Hospitality revenue rose 9% YoY to INR 420 crores.
• India revenue rose to INR 203 crores, up 13% YoY.
• India EBITDA rose 16% to INR 74 crores; margin 35% to 36%.
• Maldives revenue grew 5% to INR 218 crores.
• Maldives EBITDA declined 32% to INR 32 crores.
• Consolidated EBITDA stood at INR 205 crores; margin 37%.
• Tax rate fell to 25.17% from 34.94% due to regime shift; INR 102 crores reversed.
• Total debt as of 30 Jun 2026: INR 2,095 crores; net debt INR 1,514 crores.
• Cost of funds: India 7.2%; Maldives 6.1%.
• Operating cash flow INR 156 crores.

Operating Update

• India occupancy 67%, ADR up 8%, RevPAR up 20%.
• Pune controls ~65% of India's luxury inventory; limited new supply.
• Pune solar project to lift margins by 4–5% in the first quarter next year.
• Maldives diesel spike pushed costs; July fuel-cost recovery 26% from peak.
• Sahyadri Hills Wellness Estate: equity INR 281 crores; EV INR 466 crores; yield on cost >12%.
• Q3/Q4 expected high season with strong bookings.

Projects and Capex

• Pune captive solar plant investment INR 60 crores; commissioning Q4 FY27; green energy to 85%.
• Raaya solar expansion to ~80% by Apr 2027; 17 hours/day operation.
• Sri Lanka Arugam Bay Ritz-Carlton Reserve: 73 villas; 1.5 km shoreline; permissions delay.
• Goa Hilton: 104 keys; 50-room extension; Nerul Sol De Goa boutique.

Pipeline and Growth

• Pipeline: over 1,700 keys across 8 upcoming hotels.
• ROFO pipeline: 1,114 keys across JW Marriott Navi Mumbai and 3 Moxy hotels.
• Owned/developed projects progressing toward completion FY28–FY30.
• Long-term ambition: 4,000+ keys with disciplined capital.

Q&A Highlights

• Q1 India RevPAR up 20% on occupancy and ADR growth.
• Solar CAPEX cited as margin catalyst; 4–5% uplift expected in near term.
• Maldives: July arrivals back to 2025 levels; diesel spike addressed by solar program.
• Sri Lanka Arugam Bay Reserve timeline pushed; from FY28 end to around FY31.
• Kelzai acquisition funding includes internal accruals; land around 420 (units discussed).
• Raaya solar program to run with 17 hours of solar power daily; USD 1.5 million annual saving.

Outlook and Guidance

• No formal guidance announced; numbers are management estimates subject to assumptions.
• Energy-cost reductions via solar expected to aid margins from FY28 onward.
• Growth funded through internal accruals; pipeline execution remains the focus.

Meeting Details

• Aug 13, 2026 – Emkay Global Confluence; Group, Mumbai; Physical meeting attended by company representatives; times not disclosed.
• Aug 17, 2026 – Motilal Oswal Global Investor Conference; Group, Mumbai; Physical; times not disclosed; attendees: company reps.
• Sept 3, 2026 – Ashwamedh – Elara India Dialogue; One-to-One/Group; Mumbai; Physical; times not disclosed.

Issue Overview

• Type of issue: IPO of equity shares.
• Total issue size and net proceeds disclosed; no revision or undersubscription noted.
• Main objectives: debt repayment/prepayment and general corporate purposes.

Utilisation of Proceeds

• Utilisation as per offer document.
• No material deviations, changes in allocation, or undersubscription observed.
• Repayment of borrowings: fully utilised.
• General corporate purposes: fully utilised.
• Issue expenses: fully utilised.
• Public offer and monitoring accounts balances: Nil.

Governance and Compliance

• No material governance issues; no unfavorable events reported.
• Shareholder approvals not indicated as required for the objects; no outstanding approvals noted.
• MA reported no conflicts of interest affecting monitoring.

General Corporate Purpose (GCP)

• GCP utilised: 1,194.56 million for general corporate purposes.
• Board approval for allocation not explicitly disclosed.