Ventive Hospitality Limited has been subject to a significant pledge arrangement involving 32.36% of its equity shares, as disclosed by Catalyst Trusteeship Limited on January 20, 2026. The disclosure, made under SEBI's Substantial Acquisition of Shares and Takeovers Regulations, reveals a substantial security arrangement with an international banking consortium.

Pledge Transaction Details

The pledge arrangement involves 75,570,046 equity shares of Ventive Hospitality Limited, created on January 16, 2026. Catalyst Trusteeship Limited serves as the onshore security agent for the benefit of four major international lenders: Barclays Bank PLC, Deutsche Bank AG London Branch, The Hongkong and Shanghai Banking Corporation Limited, and JPMorgan Chase Bank N.A. London Branch.

Shareholder Composition

Two major shareholders have participated in this pledge arrangement, both being offshore entities with substantial stakes in the company.

The Mauritian entity holds the larger portion of the pledged shares, contributing approximately 69% of the total pledge amount, while the Singapore entity accounts for the remaining 31%.

Company Share Capital Structure

Ventive Hospitality Limited's share capital structure remains unchanged following this pledge arrangement. The company maintains its equity base as per the shareholding pattern for the quarter ended September 2025.

Regulatory Compliance

The disclosure has been made in accordance with Regulation 29(1) read with Regulation 29(4) of the SEBI SAST Regulations. The filing confirms that Catalyst Trusteeship Limited does not belong to the promoter or promoter group of Ventive Hospitality Limited. The company's shares are listed on both BSE Limited and the National Stock Exchange of India Limited.

This pledge arrangement represents a significant encumbrance on the company's equity, involving major international financial institutions and highlighting the scale of the underlying financing arrangement secured against these shares.

Ventive Hospitality Limited has announced an additional investment of ₹25.00 crores in Soham Leisure Ventures Private Limited through the subscription of optionally convertible debentures. The company received confirmation of the allotment on January 13, 2026, marking another significant step in strengthening its hospitality portfolio.

Investment Details

The investment structure involves the subscription of 25,00,000 optionally convertible debentures at face value of ₹100.00 each, paid in cash at par. This transaction represents a continuation of Ventive Hospitality's strategic expansion in the hospitality sector through its subsidiary operations.

Previous Acquisitions and Investments

This latest investment builds upon Ventive Hospitality's earlier strategic moves in acquiring Soham Leisure Ventures. The company previously acquired a 76% equity stake in Soham Leisure Ventures, which operates Hilton Goa Resort, with the acquisition becoming effective on October 16, 2025. Additionally, Ventive Hospitality had invested ₹110.50 crores in November 2025 through the subscription of 1,10,50,000 optionally convertible debentures in the same entity.

Target Company Profile

Soham Leisure Ventures Private Limited, incorporated on August 2, 2011, operates in the hospitality industry with its primary operations based in Goa. The company maintains a strong financial foundation with an authorized capital of ₹30.00 crores divided into 30,00,000 equity shares of ₹100.00 each, and a paid-up capital of ₹29.56 crores.

Financial Performance Trends

Soham Leisure Ventures has demonstrated consistent growth in its financial performance over the past three years. The company's turnover progression shows a positive trajectory, reflecting the strength of its hospitality operations.

Regulatory Compliance

The investment has been disclosed under Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. As Soham Leisure Ventures is now a subsidiary of Ventive Hospitality, this transaction constitutes a related party transaction. The company has confirmed that no governmental or regulatory approvals were required for this acquisition, and the subscription of OCDs was completed at face value without any premium or discount.