Praveg Limited has announced that Mahindra Holidays & Resorts India Limited (MHRIL) has exited the inventory arrangement for two of its beach resort properties in Diu. The company informed BSE on January 30, 2026, about this development under Regulation 30 of SEBI listing requirements.

Properties Affected by MHRIL Exit

The inventory arrangement termination applies to the following two properties:

Background and Current Status

This development follows Praveg Limited's earlier intimation dated December 20, 2024, regarding the press release on entering into an inventory arrangement with MHRIL for certain properties. The company emphasized that the inventory arrangement with MHRIL remains unchanged and continues for all other properties as previously disclosed.

Impact Assessment

Praveg Limited has provided assurance regarding the minimal impact of this development:

• The company continues to operate and manage these properties independently
• No material adverse impact on operations expected
• Financial position remains unaffected
• Business prospects continue as planned

Operational Continuity

The exit from the inventory arrangement for the two Diu properties has been executed mutually between both parties. Praveg Limited maintains that this change occurs within the ordinary course of business operations. The company retains full operational control over both beach resort properties and expects seamless continuity in their management and guest services.

The remaining portfolio of properties under the MHRIL inventory arrangement continues unchanged, ensuring that the broader partnership between the two hospitality companies remains intact for other locations.

Praveg Limited has achieved a significant milestone in its corporate restructuring plans, receiving regulatory clearance from BSE Limited for its proposed amalgamation with Eulogia Inn Private Limited. The observation letter with 'no adverse observations' was issued on January 21, 2026, marking a crucial step forward in the merger process.

Scheme Background and Timeline

The amalgamation scheme involves Eulogia Inn Private Limited as the transferor company and Praveg Limited as the transferee company. The Board of Directors of Praveg Limited initially approved this scheme of amalgamation on April 23, 2025, under Sections 230 to 232 of the Companies Act, 2013.

BSE Regulatory Conditions

BSE Limited has outlined 17 specific conditions that must be fulfilled as part of the amalgamation process. These conditions encompass comprehensive disclosure requirements, compliance obligations, and procedural mandates to ensure transparency and regulatory adherence.

Key Disclosure Requirements

The conditions mandate detailed disclosures including:

• Complete details of ongoing adjudication and recovery proceedings against the company, promoters, and directors
• Information about all unlisted companies involved in the scheme format as specified in Part E of Schedule VI of ICDR Regulations, 2018
• Details of assets, liabilities, net worth, and revenue of companies involved, both pre and post-scheme
• Impact assessment on revenue generating capacity of the transferee company
• Comprehensive rationale, synergies, and cost-benefit analysis of the scheme

Compliance and Procedural Mandates

Additional requirements include:

• Ensuring all financials used in the scheme and valuation report are not more than six months old
• Mandatory issuance of proposed equity shares in demat form only
• Incorporation of SEBI and stock exchange observations in the NCLT petition
• Disclosure of the no-objection letter on company website within 24 hours of receipt
• Compliance with all applicable provisions of Companies Act, 2013, and related rules

Pending Approvals and Next Steps

Despite receiving BSE's clearance, the amalgamation scheme remains subject to several additional statutory and regulatory approvals. The company must secure clearance from the National Company Law Tribunal (NCLT) and obtain approval from respective shareholders and creditors of both companies involved in the merger.

The observation letter from BSE carries a validity period of six months from January 21, 2026, within which the scheme must be submitted to the NCLT as required under Regulation 37 of SEBI Listing Obligations and Disclosure Requirements Regulations, 2015.

Regulatory Framework

The amalgamation is being conducted under Regulation 37 of SEBI LODR Regulations, 2015, in conjunction with SEBI Master Circular dated June 20, 2023. BSE has emphasized that its 'no adverse observations' status is limited to matters bearing on listing, de-listing, and continuous listing requirements within the provisions of the Listing Agreement.

The exchange has reserved its right to withdraw the 'no adverse observation' status if any submitted information is found to be incomplete, incorrect, misleading, or false, or for any contravention of exchange rules, bye-laws, and regulations.