HBG Hotels Limited issued a corrigendum-cum-supplementary notice to address regulatory non-compliance identified by BSE Limited regarding its preferential issue of warrants convertible into equity shares.

The company had originally passed a resolution by postal ballot on October 13, 2026, based on a notice dated September 11, 2026, for approval of "issue of warrants convertible into equity shares on preferential basis to promoters, promoter group and non-promoters for cash consideration."

During the process of obtaining in-principal approval from BSE Limited, it was observed that the company was in non-compliance with Regulation 166A of the SEBI (ICDR) Regulations, 2018. This regulation requires any preferential issue that may result in a change in control or involves an allotment of more than five percent of the post-issue fully diluted share capital to a single allottee or allottees acting in concert to obtain a valuation report from an independent registered valuer, and such valuation must be considered for determining the issue price.

Basis of Price Arrival

The equity shares of the company are listed on BSE Limited and are frequently traded. For determining the floor price:

  • The 90 trading days volume weighted average price quoted on NSE preceding the Relevant Date was ₹82.68 per equity share
  • The 10 trading days volume weighted average price quoted on NSE preceding the Relevant Date was ₹73.55 per equity share

Valuation Report Inclusion

In accordance with SEBI (ICDR) Regulations, the price of equity shares to be allotted has been determined taking into account a valuation report dated October 30, 2026 issued by Nitish Chaturvedi, Registered Valuer (IBBI/RV/03/2020/12916). The valuation report is available for inspection by members on the company's website at https://www.hbgindia.com/documents/3/HBG-Hotels-Limited_Signed-Report.pdf.

The board decided to issue convertible warrants into equity shares on preferential basis to the proposed allottees at ₹83 per convertible warrant, including a premium of ₹73 per convertible warrant, which is not less than the floor price computed in accordance with Chapter V of SEBI ICDR Regulations.

Revised Voting Arrangements

In compliance with BSE Limited's observations and to provide members an opportunity to consider the material changes, the company will provide a fresh e-voting facility. The revised e-voting window will commence on Monday, November 16, 2026 at 09:00 AM and remain open until Wednesday, November 18, 2026 at 05:00 PM.

The board has appointed Mrs. Pooja Gala, representative of M/s. Pooja Gala & Associate, Practicing Company Secretaries, as Scrutinizer for conducting the postal ballot including remote e-voting. The scrutinizer will submit her report to the Chairman/authorized officer upon conclusion of the e-voting process, and voting results will be disclosed to BSE Limited and made available on the company's website.

Voting Procedures

The notice provides detailed instructions for remote e-voting through:

1. Depositories (CDSL/NSDL) e-Voting system for individual shareholders holding shares in demat mode

2. PURVA e-Voting system for shareholders holding shares in physical mode and non-individual shareholders in demat mode

The cut-off date (record date) for determining shareholder eligibility is September 4, 2026. Helpdesk contact details are provided for technical assistance with both CDSL (helpdesk.evoting@cdslindia.com, toll free 1800 22 55 33) and NSDL (evoting@nsdl.com, 022-4886 7000 and 022-2499 7000) systems.

Except for the specified revisions and corrections, all other terms, conditions, and disclosures relating to the proposed preferential issue remain unchanged.