Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
Advent Hotels International Limited (Scrip Code: 544446)
Document Dates: September 7, 2026 and May 19, 2026
Scheme of Arrangement and Demerger Details
The Hon'ble National Company Law Tribunal, Mumbai Bench sanctioned the Composite Scheme of Arrangement on June 12, 2025, with an appointed date of April 1, 2025, and effective date of July 1, 2025. The scheme involved the demerger of Valor Estate's hospitality business into Advent Hotels International Limited (formerly Shiva Realtors Suburban Private Limited).
Key Terms:
- Share Entitlement Ratio: 1 equity share of Advent Hotels for every 10 equity shares of Valor Estate
- 5,39,42,887 equity shares issued as consideration for the demerger
- Accounting treatment using pooling of interests method per Ind AS 103
- Net book value of demerged undertaking: ₹1,02,169.43 lakhs (18.53% of Valor's pre-demerger net worth)
20th Annual General Meeting Details
The 20th AGM is scheduled for September 30, 2026 at 03:00 PM (IST) through Video Conferencing/OAVM without physical presence of shareholders, complying with MCA and SEBI circulars.
Agenda Items:
- Ordinary Business: Adoption of financial statements and reappointment of Mr. Mohammed Salim Balwa
- Special Business: Appointment of Mr. Himmat Singh Sandhu as new MD & CEO (₹7.5 lakh/month) and increase in authorized share capital from ₹75.20 crores to ₹160.00 crores
Voting Process: Remote e-voting via NSDL from September 26-28, 2026, with cut-off date of September 22, 2026 for determining voting rights.
Financial Performance Highlights
Consolidated Financials (₹ in lakhs):
- Revenue from Operations: ₹38,759.87 (6% growth YoY)
- EBITDA: ₹14,554 with 37.2% margin
- Profit After Tax: ₹6,539.87 (FY25: ₹2,714.13)
- Basic EPS: ₹11.71 (FY25: ₹4.16)
Standalone Financials: Loss of ₹328.90 lakhs primarily due to finance costs and corporate overheads
Operational Performance:
- Grand Hyatt Goa: Occupancy 81.1%, RevPAR ₹15,874, GOP Margin 51.6%
- Hilton Mumbai International Airport: Occupancy 91.6%, RevPAR ₹10,697, GOP Margin 52.6%
- Total operational keys: 484 across two properties
Strategic Developments and Restructuring
Post-Balance Sheet Events:
- Transfer of Bamboo Hotel investment to Valor Estate, reducing debt by ₹1,656 crores
- Investments of ₹59,563.99 lakhs and loans of ₹1,05,888.28 lakhs classified as 'Assets Held for Sale' under Ind AS 105
Joint Ventures: 50:50 JV with Prestige Estate Projects for Sahar commercial development (1.50 million sq.ft)
Corporate Governance and Compliance
- Board comprises 8 directors (3 independent, 2 women directors)
- All mandatory committees constituted
- First year of compliance with SEBI LODR regulations as listed entity
- Corporate guarantees provided aggregating ₹365,500.00 lakhs for subsidiaries and JVs
Signatories and Auditor Reports
Auditors: Mehta Chokshi & Shah LLP issued unmodified opinion with key audit matters on revenue recognition and non-current assets held for sale.
The complete Annual Report is available on the company's website www.adventint.in and on BSE/NSE websites.