Key Resolutions for Shareholder Approval

Resolution 1: Material Related Party Transaction with Pride Hotels Limited

  • Type: Ordinary Resolution
  • Purpose: Approval for entering into material related party transactions with Pride Hotels Limited (a promoter group entity)
  • Transaction Details: Unsecured loan(s) from Pride Hotels Limited
  • Maximum Amount: ₹95,00,00,000 (Ninety-Five Crores)
  • Transaction Period: Financial year 2026-27
  • Interest Rate: 6.00% per annum, payable quarterly
  • Repayment Terms: Principal repayable in one or more tranches after completion of the financial year of drawdown or before expiry of immediately succeeding financial year
  • Security: Unsecured, without any collateral, pledge or charge
  • Purpose: Meeting working capital requirements and general corporate purposes

Resolution 2: Increase in Borrowing Powers

  • Type: Special Resolution
  • Purpose: Approval under Section 180(1)(c) of Companies Act, 2013
  • Borrowing Limit: ₹200,00,00,000 (Two Hundred Crores)
  • Scope: Borrowing from banks, financial institutions, bodies corporate and other eligible lenders
  • Exclusion: Temporary loans from bankers in ordinary course of business excluded from this limit

Voting Details

  • Voting Method: Remote electronic voting only (no physical ballot forms)
  • Voting Service Provider: National Securities Depository Limited (NSDL)
  • Cut-off Date: July 03, 2026 (for determining voting eligibility)
  • Voting Period: July 07, 2026 (9:00 AM IST) to August 05, 2026 (5:00 PM IST)
  • Result Declaration: On or before August 07, 2026
  • Deemed Passing Date: August 05, 2026 (if approved by requisite majority)

Related Party Transaction Details

About Pride Hotels Limited

  • Relationship: Promoter group entity
  • Business: Hotel and hospitality operations
  • Country of Incorporation: India
  • Shareholding in S P Capital: 5.45% (3,27,700 equity shares)

Previous Transactions with Pride Hotels

  • FY 2025-26: Unsecured loan of ₹33,59,57,367
  • FY 2026-27 (till date): Unsecured loan of ₹4,37,00,000
  • Default History: Nil

Financial Impact Assessment

  • Value as % of Consolidated Turnover (FY 2024-25): 2,594.85%
  • Debt to Equity Ratio: Before transaction: 20.28, After transaction: 20.44*
  • Debt Service Coverage Ratio: Before transaction: 0.03, After transaction: 0.029

*Assuming entire unsecured loan classified as long-term debt

Related Party Interests

  • Mr. Sureshchand Premchand Jain: Managing Director of both companies, holds 13.74% in S P Capital
  • Mrs. Meena Sureshchand Jain: Non-Executive Director of S P Capital, wife of Mr. Sureshchand Jain, holds 4.58% in S P Capital
  • Mr. Satyen Suresh Jain: Whole Time Director of Pride Hotels, son of promoters, holds 4.38% in S P Capital
  • Total Promoter Group Holding in Pride Hotels: 99.46%

Document Availability

  • Company Website: https://www.spcapital.in/investorrelations.php
  • NSDL e-Voting Website: https://www.evoting.nsdl.com
  • Inspection: Material documents available for electronic inspection during voting period

Key Appointments

  • Scrutinizer: Mr. Martinho Ferrao, Practicing Company Secretary (Membership No. FCS 6221, COP No. 5676)
  • Registrar & Transfer Agent: Bigshare Services Private Limited

Important Dates

  • Postal Ballot Notice Date: July 03, 2026
  • Cut-off Date for Eligibility: July 03, 2026
  • E-voting Start: July 07, 2026 (9:00 AM IST)
  • E-voting End: August 05, 2026 (5:00 PM IST)
  • Result Declaration: By August 07, 2026

#Tags: #SPCapitalFinancing #RelatedPartyTransaction #SEBIDisclosure #PostalBallot #BorrowingLimit #RegulatoryCompliance #Neutral