Ventive Hospitality Limited Board of Directors has approved filing an appeal against Point No. 22 of the National Company Law Tribunal (NCLT) Mumbai Bench order dated September 23, 2026. This move seeks appropriate relief concerning the proposed scheme of amalgamation involving multiple transferor companies.

The regulatory filing, made pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, clarifies that the appeal is specific to the aforementioned point in the tribunal's order. The company intends to pursue legal remedies to address this particular aspect of the judicial ruling.

Scheme details and parties involved

The proposed scheme of amalgamation involves four entities, collectively referred to as the Applicant Companies. Ventive Hospitality is designated as the Transferee Company, while three private limited entities serve as Transferor Companies.

Regulatory context and prior intimations

This development follows earlier disclosures made by the company on May 12, 2025, June 17, 2025, and September 24, 2026. The current filing references case number CA (CAA) No. 253/MB/2025 before the Hon'ble NCLT, Mumbai Bench. The company stated it will continue to keep stock exchanges informed of any material developments in accordance with applicable listing regulations.

Ventive Hospitality must convene meetings of its equity shareholders and unsecured creditors following an order from the National Company Law Tribunal (NCLT) regarding its proposed amalgamation with three wholly owned subsidiaries. The tribunal directed that these meetings be held within 60 days to approve the scheme, which consolidates hotel and infrastructure assets under the listed entity.

Procedural Directives and Timeline

The NCLT Mumbai Bench passed the order on September 23, 2026, in relation to the application filed under Sections 230 to 232 of the Companies Act, 2013. The scheme involves the merger of Eon-Hinjewadi Infrastructure Private Limited, Restocraft Hospitality Private Limited, and Wellcraft Infraprojects Private Limited into Ventive Hospitality Limited. The appointed date for this consolidation is April 1, 2025.

The tribunal observed that while the transferor companies are wholly owned subsidiaries, the rights of the transferee company's shareholders and creditors require validation through formal meetings. Consequently, notices must be published in Business Standard and Loksatta at least 30 days prior to the meeting date. Mr. Madan Gosavi has been appointed as the Chairperson, and Smt. Bindu Shah as the Scrutinizer for these proceedings.

Financial Structure and Shareholding

The scheme entails no issuance of new shares by Ventive Hospitality as consideration, since it already holds 100% of the equity in the transferor entities. The paid-up share capital details of the applicant companies as of March 31, 2025, highlight the scale of the entities involved.

Ventive Hospitality’s promoter group holds 20,78,11,070 equity shares, while public shareholders hold 2,57,30,538 shares. The total equity capital stands at ₹23,35,41,608.

Creditor Status and Liabilities

The order mandates notice to secured and unsecured creditors across all applicant companies. The financial disclosures reveal significant outstanding liabilities, particularly in the second transferor company.

Ventive Hospitality has one secured creditor with an outstanding amount of ₹8,12,35,18,332 as of July 31, 2025. The tribunal directed that notice be served to this creditor, allowing 30 days for any representation.

What the Numbers Show

A comparison of net worth figures disclosed in the order indicates a substantial increase in the consolidated entity's balance sheet strength. The pre-amalgamation net worth of the transferor companies was ₹4,498.874 crore, whereas the post-amalgamation net worth of the transferee company is projected at ₹6,809.678 crore. This suggests that the consolidation significantly bolsters the listed entity's capital base without diluting existing shareholder value, given the absence of new share issuance.