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.

Ventive Hospitality Limited has issued a comprehensive postal ballot notice dated December 23, 2025, seeking shareholder approval for critical corporate decisions including a material related party transaction and director appointment. The notice was dispatched to shareholders on December 30, 2025, through electronic mode only.

Postal Ballot Process and E-Voting Schedule

The company has engaged National Securities Depository Limited (NSDL) to provide e-voting facilities for all members. The remote e-voting process follows a structured timeline to ensure comprehensive shareholder participation.

Key Resolutions for Shareholder Approval

The postal ballot encompasses two significant ordinary resolutions requiring member consent. The first resolution addresses the material related party transaction involving corporate guarantee provision, while the second focuses on board composition enhancement.

Resolution 1: Material Related Party Transaction

Shareholders will vote on approving a corporate guarantee of ₹3,571.82 crores (USD 39.60 million) for subsidiary Kudakurathu Island Resorts Private Limited's credit facilities sanctioned by ICICI Bank Limited. This guarantee structure supports the subsidiary's USD 36.00 million credit facility.

Resolution 2: Director Appointment

The second resolution seeks approval for appointing Mr. Asheesh Mohta (DIN: 00358583) as a Non-Executive Non-Independent Director. Mr. Mohta was initially appointed as Additional Director on November 13, 2025, and requires formal shareholder ratification.

Corporate Governance and Compliance Framework

The postal ballot process adheres to comprehensive regulatory requirements under the Companies Act, 2013, and SEBI Listing Obligations and Disclosure Requirements Regulations, 2015. The company has appointed Ms. Ashwini Inamdar or Ms. Alifya Sapatwala from Mehta and Mehta, Practicing Company Secretaries, as scrutinizers for the e-voting process.

Financial Impact and Strategic Rationale

The proposed corporate guarantee represents 22.26% of Ventive Hospitality's annual consolidated turnover for the preceding financial year of ₹16,047.05 crores. The guarantee enables the subsidiary to secure credit facilities at competitive interest rates of 3 Month SOFR plus 240 basis points for a 7-year tenure.

The transaction is conducted on an arm's length basis with no promoter interest, except for Mr. Thilan Wijesinghe, who serves as a common director in both entities. The guarantee structure demonstrates the parent company's commitment to supporting subsidiary operations while maintaining proper corporate governance protocols.