Velan Hotels 36th AGM Notice with Asset Sale

Meeting Date: Wednesday, 30th September, 2026
Time: 11:45 AM
Mode: Video Conferencing (VC) or Other Audio Visual Means (OAVM)
Cut-off date for voting rights: 23rd September, 2026
Remote e-voting period: 27th September, 2026 (9:00 AM) to 29th September, 2026 (5:00 PM)

To receive, consider and adopt:

DIN: 00046187
Retires by rotation
Age: 48 years
Qualification: Graduation in Commerce and Finance from University of Western Australia
Appointment Date: December 1, 2001
Experience: Over 25 years with company
Shareholding: 64,20,750 equity shares (20.09%)
Other directorships: Shree Vallee Enterprises Pvt Ltd & Statex Engineering Pvt Ltd

Nature: Availing loan/transfer of resources and repayment of principal and interest
Amount: Not exceeding ₹20 crores
Period: Financial years 2026-2027 and 2027-2028 (until next AGM)
Relationship: Chairman & Managing Director & Promoter (34.52% shareholding)
Previous transactions (FY 2025-2026): Repayment of loan ₹20.06 lakhs, Receipt of loan ₹20.06 lakhs
Security: Unsecured
Purpose: Payments to sundry creditors/general corporate purpose
Materiality: Exceeds 10% of annual consolidated turnover (₹3,55,000)

Nature: Availing loan/transfer of resources and repayment of principal and interest
Amount: Not exceeding ₹20 crores
Period: Financial years 2026-2027 and 2027-2028 (until next AGM)
Relationship: Executive Director & Promoter group member (20.09% shareholding)
Previous transactions (FY 2025-2026): Repayment of loan ₹60.81 lakhs
Current year transactions: Repayment of ₹15.41 lakhs (up to June 2026)
Security: Unsecured
Purpose: Payments to sundry creditors/general corporate purpose
Materiality: Exceeds 10% of annual consolidated turnover (₹3,55,000)

Nature: Availing inter-corporate deposits (ICD), transfer of resources and repayment
Amount: Not exceeding ₹30 crores
Period: 12 months from 36th AGM
Relationship: Promoter group company (8.84% shareholding)
Previous transactions: None in last financial year or current year
Security: Unsecured
Purpose: Payments to sundry creditors/general corporate purpose
Materiality: Exceeds 10% of annual consolidated turnover (₹3,55,000)
Related party financials (FY 2024-2025): Turnover ₹64.36 lakh, PAT ₹6.80 lakh, Net worth ₹5514.77 lakh

Nature: Sale of three immovable properties (vacant lands only, no buildings/structures)
Purpose: Settlement of unsecured loans provided by related parties to settle liabilities with RARE Asset Reconstruction Limited under OTS scheme
Outstanding loans as of March 31, 2026:
Mr. E.V. Muthukumara Ramalingam: ₹1026.67 lakhs
Mr. M.R. Gautham: ₹959.77 lakhs
Shree Vallee Enterprises Pvt Ltd: ₹1565.00 lakhs
Total: ₹3551.44 lakhs
Properties to be sold:

Location: Tirupur Registration District, Tirupur South Taluk
Area: 49,942 Sq. Ft (Northern part of larger 1 Acre 95 Cents land)
Survey Numbers: S.F.No. 35-T.S No.4/4 (part), S.F.No. 36-T.S No.4/5 (part), 4/6 (part), 5/1A (part), S.F.No. 41-T.S No.4/3, 4/7 (part), S.F.No. 43-T.S No.4/2 (part), 3/3A (part), 3/4A (part)
Present Resurvey: 45302.40 sq.ft of vacant land
Boundaries: North-30 feet East West Road, South-Avenue Supermarts Ltd, East-Property sold by Mr. R.V.E. Venakatachala Gounder, West-40 feet South-North Scheme Road

Location: Tirupur Registration District, Tirupur South Taluk
Area: 36,300 sq.ft (3372.35 sq.mtr)
Survey Numbers: S.F.No.36, T.S No.5/1, Ward 'G', Block No.3
Boundaries: North-T.S.No.5/2, South-30 Feet Road in T.S.No.5/1, East-Property belongs to Mr.E.V.Muthukumara Ramalingam, West-Property belonging to Gautham Muthukumara Ramalingam

Location: Tirupur Registration District, Tirupur South Taluk
Area: 1730 sq.mtr (18621.57 Sq.Ft)
Survey Numbers: S.F.No.41, T.S No. 8/2, Ward 'G', Block No.3
Boundaries: North-Property belongs to Mr. E.V. Muthukumara Ramalingam, South-T.S.No.7/2, East-Property belongs to Mr. E.V. Muthukumara Ramalingam, West-T.S. No. 9/6

Special Note: 9150 square feet earmarked for 'scheme road' or master plan alignment for Municipal Corporation
Consideration: To be adjusted against outstanding loans; if sale consideration exceeds loan balance, buying party to bring cash differential; if loan amount exceeds sale consideration, Board authorized to transfer additional assets
Regulatory References: Section 180(1)(a) and 188(1)(a) of Companies Act 2013; Regulation 37A of SEBI Listing Regulations

Term: 3 years with effect from August 7, 2026
Remuneration: No remuneration, salary, perquisites or pecuniary benefits (only business expense reimbursements)
Regulatory Matter: Pending penalty of ₹40,000 for delayed filing of Form MGT-15 due to MCA portal technical glitches (Ticket IDs: FO202603053111064, FO202605043240177, FO202605133263048, FO202607212667048)
Board Evaluation: Technical non-payment is procedural and non-willful, does not attract disqualification under Sections 164 or 167

Term: 3 years from August 7, 2026 to August 6, 2029
Age: 75 years (requires special resolution as per Section 196(3) of Companies Act 2013)
Remuneration: No remuneration or sitting fees (only business expense reimbursements)
Regulatory Matter: Penalty of ₹40,000 for delayed filing of Form MGT-15 already paid
Shareholding: 1,10,33,592 equity shares (34.52%) personally; 1,29,39,497 shares (40.48%) by immediate relatives

Company operations halted since March 2020 due to COVID-19
Annual turnover (FY 2025-2026): ₹3,55,000 (negligible)
Debt to Equity Ratio: -3.19 (before transaction), -4.45 (after transaction)
Debt Service Coverage Ratio: -0.04 (before transaction), -0.03 (after transaction)
Last dividend declared: Financial year 2010-11; no dividend since then

No physical attendance of members required
Members can join meeting 30 minutes before scheduled time
Questions must be submitted in advance to investorrelations@velanhotels.com
Related parties will not vote on resolutions where they are interested parties
Property sale consideration based on prevailing guideline value at time of transaction