Transaction Details

The Allotment Committee of the Board of Directors approved the allotment of 23,87,257 (Twenty-Three Lakh Eighty-Seven Thousand Two Hundred Fifty-Seven) equity shares on a preferential basis to the shareholders of Calcio Restaurants Private Limited for consideration other than cash. This allotment was made pursuant to the acquisition of 34.76% stake in Calcio through a share swap arrangement.

Target Company Information

Calcio Restaurants Private Limited (CIN: U51909MH2020PTC347025) was incorporated on 30th September, 2020 under the Companies Act, 2013. The company operates in the hotels and restaurants business with its registered office at Office No. 917, B Wing, CTS No. 1/222A, Samartha Aishwarya, Highland Park, Oshiwara, Opposite Samarth Vaibhav, Off K.L. Walawal, Andheri West, Mumbai-400053.

Financial Performance

Calcio demonstrated significant revenue growth over the past three financial years:

  • FY 2024-25: ₹52,03,17,699
  • FY 2023-24: ₹27,84,43,004
  • FY 2022-23: ₹10,26,39,041

Transaction Structure

The acquisition was executed through a share swap agreement where UVS Hospitality issued 23,87,257 equity shares in exchange for equity shares of Calcio. The transaction value is stated as ₹23,87,25,700 (Rupees Twenty-Three Crore Eighty-Seven Lakh Twenty-Five Thousand Seven Hundred).

Ownership and Control

The company acquired 23,87,257 equity shares representing 34.76% of the issued and paid-up capital of Calcio on a fully diluted basis.

Related Party Status

The acquisition does not qualify as a related party transaction. The promoter/promoter group/group companies do not have any interest in Calcio Restaurants Private Limited, and the transaction was executed at arm's length.

Strategic Rationale

The primary objective is to facilitate the acquisition of business and management control of Calcio, enabling consolidation of operations, enhancement of strategic value, and creation of an integrated corporate structure. The merger is expected to result in synergistic advantages through optimization of resources, strengthening of the balance sheet, and improvement of operational efficiency.

Geographic Presence

Calcio Restaurants Private Limited has its presence in Mumbai, Maharashtra.