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.

Ventive Hospitality Limited has significantly expanded its stake in the operator of Hilton Goa Resort, Soham Leisure Ventures Private Limited, through a substantial debenture investment. This move follows the company's recent acquisition of a majority stake in Soham Leisure Ventures.

Investment Details

Ventive Hospitality has invested ₹110.5 crores by subscribing to 1,10,50,000 Optionally Convertible Debentures (OCDs) in Soham Leisure Ventures Private Limited. Here are the key details of the transaction:

This investment comes on the heels of Ventive Hospitality's acquisition of a 76% equity stake in Soham Leisure Ventures, which was completed on October 16, 2025.

About Soham Leisure Ventures

Soham Leisure Ventures Private Limited, incorporated on August 2, 2011, operates in the hospitality sector and is the entity behind the Hilton Goa Resort. The company has shown steady growth in recent years, as evidenced by its turnover figures:

Transaction Context

The investment has been made at arm's length, with the OCDs subscribed at par value. This transaction is classified as a related party transaction, given Soham Leisure Ventures' status as a subsidiary of Ventive Hospitality following the earlier equity acquisition.

Regulatory Compliance

The company has made this disclosure in compliance with Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The investment did not require any specific governmental or regulatory approvals.

Strategic Implications

While the specific objectives of this investment were not detailed in the disclosure, the move suggests Ventive Hospitality's commitment to strengthening its position in the hospitality sector, particularly in the Goa market where Soham Leisure Ventures operates.

This strategic investment may provide Ventive Hospitality with enhanced control over the operations of Hilton Goa Resort and potentially lead to synergies within its hospitality portfolio. The investment through convertible debentures also offers flexibility in terms of future equity conversion, which could further solidify Ventive Hospitality's stake in the resort operator.

As the hospitality industry continues to recover and grow post-pandemic, this investment may position Ventive Hospitality to capitalize on the upswing in tourism, particularly in popular destinations like Goa.