Deutsche Bank AG has formally disclosed the release of encumbrance over equity shares of Ventive Hospitality Limited , marking a significant development in the bank's security arrangements with the hospitality company. The disclosure, dated January 28, 2026, pertains to the release of encumbrance over 23,465,150 equity shares representing 10.05% of the company's total share capital.

Transaction Details

The encumbrance release specifically involves shares held by BREP Asia III India Holding Co VI Pte. Ltd., referred to as the Singapore Share Holder in the disclosure. The release became effective on January 23, 2026, and was disclosed under Regulation 29(2) read with Regulation 29(4) of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011.

Current Shareholding Structure

Following the release, Deutsche Bank's encumbrance position has been adjusted while maintaining significant exposure to Ventive Hospitality Limited. The bank continues to hold encumbrance over shares held by BRE Asia ICC Holdings Ltd (Mauritian Share Holder), which owns 52,104,896 shares representing approximately 22.31% of the total share capital.

Background and Context

The original encumbrance was established in connection with a term loan facility availed by VH ML NQ Limited, a Cayman Islands-incorporated borrower jointly held by Parent 1 and Parent 2. The facility was provided by a consortium of lenders including Barclays Bank PLC, Deutsche Bank AG London Branch, The Hongkong and Shanghai Banking Corporation Limited, and JPMorgan Chase Bank N.A. London Branch under a facility agreement dated April 25, 2025.

Deutsche Bank AG, Singapore Branch acted as both the agent and offshore security agent for the lender consortium. The security arrangements included charges over shares of both the Mauritian and Singapore shareholders, along with covenants regarding encumbrance of equity shares in Ventive Hospitality Limited.

Company Information

Ventive Hospitality Limited maintains its equity share capital at INR 233,541,608, comprising 233,541,608 equity shares of INR 1 each, as per the shareholding pattern for the quarter ended September 2025. The company's shares are listed on both BSE Limited and the National Stock Exchange of India Limited.

The disclosure was signed by Prasanna Venkatesha Murthy Manu, Vice President at Deutsche Bank AG, Hong Kong Branch, confirming the bank's compliance with regulatory disclosure requirements under the SEBI takeover regulations.

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.