Key Details

Symbol (NSE): VENTIVE

Corporate Action: Scheme of Amalgamation

Record Date: Not Specified

Nature of Scheme: Amalgamation of three wholly-owned subsidiary companies into the parent company

Entities Involved:

  • Transferor Companies: Eon-Hinjewadi Infrastructure Private Limited (First Transferor Company), Restocraft Hospitality Private Limited (Second Transferor Company), Wellcraft Infraprojects Private Limited (Third Transferor Company)
  • Transferee Company: Ventive Hospitality Limited (Fourth Applicant Company/Transferee Company)

Demerged Company: Not Applicable (Amalgamation)

Resulting Company: Ventive Hospitality Limited

Share Entitlement Ratio: No shares will be issued or allotted. The equity shares held by Ventive Hospitality Limited in the Transferor Companies shall be cancelled and extinguished upon the Scheme becoming effective.

Implied Capital Structure Impact: No change in the shareholding pattern of Ventive Hospitality Limited pursuant to the amalgamation. The Transferee Company holds 100% of the equity shares of all three Transferor Companies.

Post-Allotment Listing Plan: The resulting entity (Ventive Hospitality Limited) will remain listed on both National Stock Exchange of India Limited and Bombay Stock Exchange Limited.

Regulatory and Approval Status:

  • NCLT Mumbai Bench passed procedural order dated September 23, 2026 (CA (CAA) No.253/MB/2025)
  • Scheme requires approval from equity shareholders of Ventive Hospitality Limited and unsecured creditors of all Applicant Companies
  • Board approvals obtained on May 12, 2025
  • Application filed with NCLT on October 1, 2025

Effective Date: Appointed Date is April 1, 2025

Financial Rationale:

  • Consolidation of hospitality business under Ventive Hospitality Limited for more efficient utilization of resources, cashflows and assets
  • Creation of stronger foundation for future growth
  • Operational synergies and elimination of intra-group transactions
  • Improved coordination and streamlined decision-making
  • Economies of scale in administrative and managerial functions
  • Optimum utilization and inter-transfer of resources and assets
  • Strengthening of financial position and flexibility of Transferee Company
  • Improvement of competitive position

Impact on Shareholders:

  • No change in ownership structure as no new shares are being issued
  • The Scheme is stated to be beneficial, advantageous and not prejudicial to the interests of shareholders, creditors and other stakeholders

Financial Metrics (as of March 31, 2025)

First Transferor Company (Eon-Hinjewadi):

  • Authorized Capital: ₹11,00,00,000 (1,10,00,000 equity shares of ₹10 each)
  • Paid-up Capital: ₹10,20,40,000 (1,02,04,000 equity shares of ₹10 each)

Second Transferor Company (Restocraft):

  • Authorized Capital: ₹20,00,00,00,000 (2,00,00,00,000 equity shares of ₹10 each)
  • Paid-up Capital: ₹10,50,01,00,000 (1,05,00,10,000 equity shares of ₹10 each)

Third Transferor Company (Wellcraft):

  • Authorized Capital: ₹5,00,000 (50,000 equity shares of ₹10 each)
  • Paid-up Capital: ₹1,00,000 (10,000 equity shares of ₹10 each)

Transferee Company (Ventive Hospitality):

  • Authorized Capital: ₹60,00,00,000 (60,00,00,000 equity shares of ₹1 each)
  • Paid-up Capital: ₹23,35,41,608 (23,35,41,608 equity shares of ₹1 each)
  • Promoter holding: 20,78,11,070 shares
  • Public holding: 2,57,30,538 shares

Net Worth Impact:

  • Pre-amalgamation Net Worth of Transferor Companies: ₹4,498.874 crores
  • Post-amalgamation Net Worth of Transferee Company: ₹6,809.678 crores

Creditor Details (as of July 31, 2025)

Secured Creditors:

  • First, Second, Third Applicant Companies: Nil
  • Fourth Applicant Company: 1 secured creditor with outstanding amount of ₹8,12,35,18,332

Unsecured Creditors:

  • First Applicant Company: 97 creditors, ₹4,06,79,95,183
  • Second Applicant Company: 2 creditors, ₹16,71,40,56,250
  • Third Applicant Company: 190 creditors, ₹60,12,46,942
  • Fourth Applicant Company: 985 creditors, ₹1,21,44,98,533

Meeting Arrangements

Chairperson: Mr. Madan Gosavi (Mobile: 9969021717, Email: madangosavi8460@gmail.com), remuneration: ₹1,00,000

Scrutinizer: Smt. Bindu Shah (Mobile: 9892349554, Email: kbindushah@gmail.com), remuneration: ₹50,000

Timeline: Meetings to be convened within 60 days from order receipt date

Regulatory Notices Required

The Applicant Companies must serve notices to:

  • Regional Director, Western Region, Ministry of Corporate Affairs, Pune
  • Registrar of Companies, Pune
  • Principal Chief Commissioner of Income Tax, Mumbai
  • Jurisdictional Income-Tax Authorities
  • Jurisdictional GST Authorities
  • Bombay Stock Exchange & National Stock Exchange
  • MahaRERA, Mumbai
  • Relevant Sectoral/Regulatory Authorities
  • Official Liquidator, High Court of Bombay, Mumbai