The Board of Directors of Ventive Hospitality has approved a proposal to merge Sun Leisure (India) Private Limited into Soham Leisure Ventures Private Limited. The decision, taken during a board meeting on August 04, 2026, seeks to consolidate the company’s hospitality business under a single entity to enhance operational efficiency and resource utilization. This structural change is intended to create a more investor-friendly framework by bringing all related business activities under the transferee company, Soham Leisure.

The merger falls under Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, read with Schedule III and SEBI Circular No. SEBI HO/49/14/14(7)2025-CFD-POD2/I/3762/2026 dated January 30, 2026. The transaction involves two entities within the Ventive group: Sun Leisure (India) Private Limited, a wholly owned subsidiary of Soham Leisure, and Soham Leisure Ventures Private Limited, which is itself a subsidiary of Ventive Hospitality. As both entities are part of the same group and engaged in similar lines of business, the Board determined that amalgamation would lead to effective management and unified control.

Financial details of the merging entities as of March 31, 2026, highlight the scale of the consolidation. Sun Leisure holds a paid-up capital of ₹5,00,00,000 and reported a turnover of ₹2,06,30,000. In contrast, Soham Leisure has a significantly larger paid-up capital of ₹29,55,99,900 and a turnover of ₹40,66,40,000. The merger will absorb the smaller entity’s assets and cash flows into the larger subsidiary, streamlining the group’s financial structure.

The transaction does not involve any cash consideration or share exchange ratio, as it is an internal group restructuring. Consequently, there will be no change in the shareholding pattern of the listed entity, Ventive Hospitality. The Board noted that the merger is subject to requisite statutory and regulatory approvals, including those from relevant authorities governing amalgamations.

Strategic Rationale

The primary driver for this merger is operational consolidation. By merging Sun Leisure into Soham Leisure, Ventive aims to eliminate redundancies and optimize the use of assets across its hospitality portfolio. Management stated that the unified structure will facilitate better cash flow management and provide a stronger foundation for future growth. This move aligns with broader efforts to simplify the corporate structure, making it more transparent and efficient for stakeholders. The Company Secretary, Pradip Bhatambrekar, confirmed that the details have been disclosed in compliance with SEBI regulations and are available on the company’s website.

The Board of Directors of Ventive Hospitality has approved a shortfall undertaking to support a credit facility for its wholly owned subsidiary, KBJ Hotel & Restaurants Private Limited. The decision was taken at a Board Meeting held on August 04, 2026, which commenced at 5:30 P.M and concluded at 6:30 P.M. The undertaking is issued in favour of HSBC Bank Limited in connection with a proposed loan facility of up to Rs. 200 crores.

This disclosure was made pursuant to Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. The filing also references Schedule III of the aforesaid regulation and SEBI Circular No. SEBI HO/49/14/14(7)2025-CFD-POD2/I/3762/2026 dated January 30, 2026. Pradip Bhatambrekar, Company Secretary and Compliance Officer, signed the intimation submitted to both the Bombay Stock Exchange (BSE) and the National Stock Exchange of India (NSE).

Transaction Details

The shortfall undertaking serves as a guarantee mechanism for the lender. According to Annexure A attached to the filing, the promoter group and group companies have no interest in this transaction. The company confirmed that the arrangement is not related to any promoter interests.

Financial Impact

Ventive Hospitality Limited stated that there is no immediate impact on the Company resulting from this guarantee. The terms of the shortfall undertaking are as agreed with the lender. The full details of the transaction are available on the company's website at www.ventivehospitality.com .

What the Numbers Show

The approval of a Rs. 200 crore shortfall undertaking indicates significant capital deployment by the subsidiary, KBJ Hotel & Restaurants Private Limited. While the parent company reports no immediate financial impact, such undertakings represent contingent liabilities that could affect future cash flows if the subsidiary fails to meet its repayment obligations. The absence of promoter interest suggests this is a standalone operational financing move rather than a related-party transaction.