Samhi Hotels shareholders approved a special resolution to raise capital of up to ₹750 crore through the issuance of equity shares or other eligible convertible securities. The approval came during the company’s 16th annual general meeting held on August 31, 2026, via video conferencing.

The meeting also saw the adoption of standalone and consolidated audited financial statements for FY26. Shareholders approved an increase in authorized share capital and consequent alterations to the Memorandum of Association. Non-Executive Director Manav Thadani was reappointed after retiring by rotation.

Key Resolutions Passed

The following ordinary and special resolutions were approved by the members:

Governance and Compliance

The statutory auditors’ report on the financial statements for the year ended March 31, 2026, contained no qualifications. The secretarial audit report was also circulated without exceptions. Advocate Abhishek Bansal was appointed as the scrutinizer for the e-voting process.

Chairman and Managing Director Ashish Jakhanwala presided over the meeting. Other directors present included Independent Directors Aditya Jain, Archana Capoor, Michael David Holland, and Krishan Dhawan. CFO Rajat Mehra and EVP Gyana Das were among the key management personnel in attendance.

Samhi Hotels has scheduled its 16th Annual General Meeting (AGM) for Monday, August 31, 2026, seeking shareholder approval to raise up to ₹750 crore through the issuance of equity shares or eligible convertible securities. The meeting, held via Video Conferencing (VC) or Other Audio-Visual Means (OAVM), also aims to approve an increase in authorized share capital from ₹25 crore to ₹29 crore and address key governance matters including director re-appointments and independent director remuneration. These moves are designed to strengthen the company’s balance sheet ahead of its planned expansion cycle.

The Board of Directors approved the agenda at its meeting on August 3, 2026, pursuant to Regulation 34(1) of the SEBI LODR Regulations. Remote e-voting opens on August 27, 2026, at 9:30 a.m. (IST) and closes on August 30, 2026, at 5:00 p.m. (IST). The record date for determining voting eligibility is August 24, 2026. Shareholders holding shares in demat mode must ensure their KYC details are updated with their Depository Participants to participate.

Key Resolutions and Capital Raise

The primary special business item is a Special Resolution to enable the company to raise funds not exceeding ₹750 crore. This capital infusion intends to fund organic and inorganic growth, capital expenditure, working capital requirements, and the repayment of existing borrowings. The Board may utilize various instruments, including Qualified Institutions Placements (QIPs), preferential allotments, or private placements, depending on market conditions. If a QIP is executed, allotment must be completed within 365 days of the resolution, with a mandatory one-year lock-in period for allottees.

Concurrently, shareholders will vote on an Ordinary Resolution to increase the authorized share capital by ₹4 crore, raising it from ₹25 crore to ₹29 crore. This adjustment is necessary to accommodate the proposed new issuances. A dedicated "Fund Raise Committee" comprising Aditya Jain, Michael David Holland, and Ashish Jakhanwala has been constituted to oversee the execution of these transactions.

Governance and Remuneration Updates

Under ordinary business, Mr. Manav Thadani, a Non-Executive Non-Independent Director, retires by rotation and offers himself for re-appointment. He holds a 0.44% stake in the company as of March 31, 2026, having purchased additional shares post-FY25-26.

Additionally, the Board seeks approval for the remuneration of four Non-Executive Independent Directors (NEIDs): Michael David Holland, Krishan Dhawan, Aditya Jain, and Archana Capoor. The proposed remuneration is capped at ₹15 lakh per annum per director for FY25-26 and FY26-27, excluding sitting fees. An independent benchmarking study by Exec-Rem Advisors confirmed this amount falls below the 25th percentile of the comparator group for small-cap hospitality firms without identifiable promoters.

What the Numbers Show

The push for significant external capital aligns with Samhi Hotels’ aggressive expansion pipeline, which includes 1,669 rooms across seven new hotels. While the company reported a consolidated PAT of ₹5,665.45mn for FY25-26—driven largely by non-operating items—the standalone entity recorded a loss due to a one-time IND AS accounting adjustment of ₹504.57mn. Excluding this non-cash expense, standalone profit before tax stood at ₹55.40mn. The ₹750 crore enabling resolution provides strategic flexibility to de-leverage and fund acquisitions without diluting control excessively, given the current foreign equity holding of 45.37%.