HBG Hotels Limited disclosed the outcomes of its Board of Directors meeting held on September 11, 2026, which commenced at 3:00 PM and concluded at 4:10 PM. The board approved several significant corporate actions requiring shareholder approval.

1. Increase in Authorized Share Capital

Subject to shareholder and regulatory approvals, the Board approved increasing the company's authorized share capital from ₹29,00,00,000 (Rupees Twenty-Nine Crore) divided into:

  • 2,12,00,000 Equity Shares of face value ₹10 each
  • 78,00,000 Preference Shares of face value ₹10 each

to ₹45,00,00,000 (Rupees Forty-Five Crore) divided into:

  • 3,72,00,000 Equity Shares of face value ₹10 each (increase of 1,60,00,000 equity shares aggregating ₹16,00,00,000)
  • 78,00,000 Preference Shares of face value ₹10 each (unchanged)

This requires consequent alteration to Clause V of the Memorandum of Association.

2. Preferential Issue of Convertible Warrants

The Board approved creating, offering, issuing and allotting up to 56,65,000 (Fifty-Six Lakhs Sixty-Five Thousand) fully paid-up Convertible Warrants into equity shares:

  • Face value: ₹10 each
  • Issue price: ₹83 per warrant (including premium of ₹73 per warrant)
  • Total aggregate: ₹47,01,95,000 (Rupees Forty-Seven Crore One Lakh Ninety-Five Thousand)
  • Allottees: Promoter, Promoter Group and Non-Promoter categories

The warrants are subject to SEBI (ICDR) Regulations, 2018 and other applicable provisions:

  • Warrant holders can exercise conversion in one or more tranches within 18 months from allotment date
  • 25% of issue price received at subscription and allotment, balance 75% payable on exercise
  • Unexercised warrants after 18 months will lapse, and paid amount will be forfeited by the company

Allottee Details:

The issue involves 8 allottees with the following allocation:

| Allottee Name | Category | Warrants Allotted | Pre-Issue Holding | Pre-Issue % | Post-Issue Holding | Post-Issue % |

| Hede Consultancy Company Private Limited | Promoter Group | 15,00,000 | 37,22,880 | 18.14% | 52,22,880 | 19.95% |

| Shibanee Harlalka | Promoter | 1,50,000 | 19,46,190 | 9.48% | 20,96,190 | 8.01% |

| Glacier Trades Pvt Ltd | Promoter Group | 14,00,000 | 12,10,700 | 5.90% | 26,10,700 | 9.97% |

| Samit Prafulla Hede | Promoter | 13,00,000 | 7,77,086 | 3.79% | 20,77,086 | 7.93% |

| Colaba Real Estate Private Limited | Promoter Group | 6,00,000 | 99,115 | 0.48% | 6,99,115 | 2.67% |

| Prafulla Rajaram Hede | Promoter | 2,55,000 | 10 | 0.00% | 2,55,010 | 0.97% |

| Fine Papyrus Private Limited | Non-Promoter | 4,50,000 | 0 | 0.00% | 4,50,000 | 1.72% |

| Amit Shah | Non-Promoter | 10,000 | 10,350 | 0.05% | 20,350 | 0.08% |

| Total | | 56,65,000 | 77,66,331 | 37.85% | 1,34,31,331 | 51.30% |

*Post-issue shareholding pattern calculated assuming full subscription of convertible warrants

3. Land Acquisition from Promoter Group

The Board approved the proposal to purchase/acquisition of a land parcel:

  • Location: Goa Velha, Survey No. 15
  • Area: 7,000 square meters
  • Seller: M/s. Hede Consultancy Company Private Limited (Promoter group of the Company)
  • Purpose: Future expansion plans
  • Transaction type: Related party transaction under Section 188 of Companies Act, 2013
  • Consideration: Cash payment of ₹36 crore
  • Funding: Through proceeds from the preferential issue of convertible warrants
  • Timeframe: Completion expected in more than 6 months
  • Regulatory approvals: No specific regulatory approvals required

The transaction is being done at arm's length basis and is in line with the company's existing hotel business.

4. Postal Ballot Matters

The Board approved sending a notice of Postal Ballot to shareholders for approval of:

1. Investments, loans, guarantees and security in excess of limits under Section 186 of Companies Act, 2013

2. Acquisition of land from M/s. Hede Consultancy Company Private Limited as a related party transaction under Section 188

3. Alteration in authorized share capital and consequential amendment to MOA

4. Issue of warrants convertible into equity shares on preferential basis

The Board appointed M/s. Pooja Gala & Associates, Practicing Company Secretary:

  • As scrutinizer for conducting e-Voting process for Postal Ballot
  • To issue compliance certificates regarding SEBI (ICDR) Regulations, 2018