Praveg Ltd has amended an existing loan agreement with Jhaveri Credits and Capital Limited to enable the repayment of outstanding dues through the issuance of securities. The supplemental agreement, dated July 13, 2026, modifies the loan agreement originally signed on May 7, 2025, with the promoter group entity. This modification allows the company to settle the outstanding principal amount of the loan and accrued unpaid interest by issuing equity shares, convertible warrants, or other securities, contingent upon obtaining necessary corporate and regulatory approvals.

The company clarified that the execution of the supplemental agreement does not constitute approval for the issuance or allotment of any securities. Any future issuance or allotment will be undertaken only after securing requisite approvals under the Companies Act, 2013, and relevant SEBI regulations, including the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018. The agreement itself does not result in any immediate change in the management or control of the company.

Jhaveri Credits and Capital Limited is identified as a lender under the existing loan agreement and a promoter group entity of the company. The transaction falls under related party transactions and was conducted at arm's length. The Board of Directors met on July 13, 2026, from 04:30 p.m. to 06:00 p.m. to discuss and approve the intimation regarding this agreement.

The key details of the agreement and the related party transaction are outlined in the table below.

Praveg Limited has scheduled meetings for its equity shareholders, secured creditors, and unsecured creditors on Saturday, July 18, 2026, through Video Conferencing (VC) and Other Audio Visual Means (OAVM). The meetings, convened by the Hon'ble National Company Law Tribunal (NCLT), Ahmedabad Bench, via its order dated June 4, 2026 in Company Scheme Application CA(CAA)/16(AHM)2026, are aimed at considering and approving the proposed Scheme of Amalgamation with Eulogia Inn Private Limited.

Meeting Schedule and Voting Details

The meetings for the Transferee Company (Praveg Limited) will be held at the following times:

The meetings for the Transferor Company (Eulogia Inn Private Limited) are scheduled earlier on the same day:

Mr. R.D. Gupta, Ex-ROC/OL, has been appointed as the Chairman for the meetings of both companies. Mr. Mahendra Parmar, Ex Deputy Registrar, will act as the Scrutinizer. The e-voting facility is being provided by National Securities Depository Limited (NSDL). The cut-off date for determining the entitlement of creditors to vote and attend the meetings is Sunday, March 15, 2026.

Scheme of Amalgamation: Key Terms

The Scheme provides for the amalgamation of Eulogia Inn Private Limited (Transferor Company) into and with Praveg Limited (Transferee Company). The Appointed Date under the Scheme is April 1, 2025. Upon the Scheme becoming effective, the entire undertaking, assets, and liabilities of the Transferor Company will stand transferred to and vested in the Transferee Company.

The Share Exchange Ratio recommended by the registered valuer is 1000 equity shares of the Transferee Company (face value of Rs. 10 each) for every 6683 equity shares of the Transferor Company (face value of Rs. 10 each).

Capital Structure: Pre- and Post-Scheme

The amalgamation will alter the capital structure of Praveg Limited as follows:

The capital structure of Eulogia Inn Private Limited as on March 31, 2026 comprises an authorised, issued, subscribed, and paid-up capital of Rs. 12,00,00,000 (1,20,00,000 equity shares of Rs. 10 each). The Transferor Company shall stand dissolved without being wound up upon the Scheme becoming effective.

Valuation and Financial Position

The valuation of Eulogia Inn Private Limited was based on the Net Asset Value method, arriving at INR 86.33 per equity share. The valuation of Praveg Limited was based on the Market Price Method, arriving at INR 576.95 per equity share. A Fairness Opinion confirming the exchange ratio was issued by Swaraj Shares & Securities Private Limited.

On a pre-scheme basis (as on February 28, 2025), the combined revenue of the entities is projected at Rs. 12,582.47 lakh, with total assets of Rs. 65,883.46 lakh and a net worth of Rs. 55,405.29 lakh.

Regulatory Approvals and Rationale

The amalgamation is aimed at achieving operational efficiencies and synergies, as Eulogia Inn Private Limited operates in the hotels and hospitality business, complementing Praveg Limited's existing operations. BSE Limited issued its no-objection letter on the Scheme on January 21, 2026. The Scheme does not require approval from the Competition Commission of India (CCI) as financial thresholds are not triggered. However, a notice is to be submitted to the Reserve Bank of India as the Transferee Company will issue shares to a non-resident shareholder of the Transferor Company. The Scheme remains subject to final sanction by the Hon'ble NCLT, Ahmedabad Bench.