Espire Hospitality Limited

Key details

• Target: Espire Hospitality Limited.
• Disclosing party: High Scale Properties Private Limited.
• Transaction: Acquisition of 971,532 equity shares.
• Pre-transaction holding: 14,25,313 shares (9.55%).
• Post-transaction holding: 1,49,22,624 equity shares.
• Date: 12 October 2026.
• Mode: Open market purchase; off-market transaction.
• Instrument: Equity shares of Rs 10 each.

Espire Hospitality Limited: Trading Window closed from 1st Oct,2026; opened after 48 hours of the Un-Audited Financial Results for the quarter & half year ended 30th September,2026

AGM Details

• Date: 25 September 2026, Time: 10:30 AM, Mode: Physical.
• Venue: Mehfil Hall, Country Inn Nature Resort, Bhimtal, Uttarakhand.

Key Resolutions

• Resolution 1: Adoption of financial statements; passed with majority (in-favour 12,241,747; against 2).
• Resolution 2: Reappointment of Leela Bisht as Director; passed (in-favour 12,241,747; against 2).
• Resolution 3: Re-appointment of Bansal & Co, LLP as Statutory Auditors; passed (in-favour 12,241,747; against 2).

Voting Results

• Resolution 1 passed with requisite majority.
• Resolution 2 passed with requisite majority.
• Resolution 3 passed with requisite majority.

Dividend

• No dividend proposed or declared.

Directors

• Ms Leela Bisht retires by rotation; offers herself for reappointment.

Auditors

• Bansal & Co, LLP reappointed as Statutory Auditors for second five-year term.

Financial performance

• Revenue from operations: ₹13,424.61 Lakhs in FY2025-26.
• PBT: ₹1,156.98 Lakhs; PAT: ₹812.39 Lakhs.
• EBITDA: ₹2,307.55 Lakhs; EBITDA growth described as record high.
• EPS: ₹5.44; ADR ₹10,827; RevPAR ₹6,317.
• Dividend declared: none for FY2025-26.
• YoY context: revenue growth supported by premium portfolio and yield management.

Portfolio expansion

• Added six new properties, ~250 keys to portfolio.
• Upcoming ultraluxury JW Marriott near Vrindavan; 151 keys; ₹300 Crores investment.
• Active development pipeline: ~1,000 keys; 15+ properties under advanced discussions.

Capital structure & liquidity

• Authorized share capital ₹25 Crore; issued and paid-up ₹14.92 Crore.
• Total borrowings ₹10,185.01 Lakhs; long-term ₹9,245.98; short-term ₹939.03.
• Debt-to-equity ratio 1.99; equity ₹5,110.88 Lakhs.
• Cash and cash equivalents ₹106.91 Lakhs.

Governance & audit

• Independent Auditor’s Report contains a qualified opinion on internal controls due to ERP migration.
• Material weakness: incomplete reconciliations post-ERP upgrade; management to strengthen controls.
• Secretarial audit flagged governance discrepancies; corrective actions underway.
• Board changes: Pramod Bhatnagar resigned 30 Apr 2026; Anish Shah joined and resigned by 14 Jul 2026.

Related party transactions & subsidiaries

• Related party transactions largely arm’s length; disclosures in AOC-2 Annexure IX.
• Wholly owned subsidiary ESPIRE PROCUREMENT PRIVATE LIMITED formed 10-02-2026; 99.99% stake.
• Significant related party loan: Espire Reality Limited ₹2,486.59 Lakhs; interest ₹309.63 Lakhs.

Risks & outlook

• Risk framework covers geo-political, energy, currency, regulatory changes, and cyber risks.
• Outlook: Indian hospitality remains favorable; growth driven by domestic travel, MICE, weddings, luxury segments.
• Management emphasizes disciplined capital allocation, technology adoption, and sustainability.

CSR & ESG

• CSR spend: ₹10.00 Lakhs; CSR policy disclosed; expenditure validated by CFO.
• BRSR applicability noted as not applicable for 2025-26.

AGM details

• 35th AGM date: 25 September 2026; venue: Country Inn Nature Resorts, Bhimtal, Uttarakhand.
• Time and mode of AGM not specified.
• EVoting record date: 18 September 2026.
• EVoting window: 22 September 2026 09:00 to 24 September 2026 17:00 IST.
• Register closure: 19–25 September 2026.

Key resolutions

• Approved Annual Report for the year ended 31 March 2026.
• Appointed Bansal & Co, LLP as Statutory Auditors for five-year term.
• Approved AGM date and venue.
• EVoting record date and window fixed: 18 Sept 2026; 22–24 Sept 2026.
• Register closure: 19–25 Sept 2026.

Meeting Details

• Board meeting scheduled for 14 August 2026 at 11:00 AM at the corporate office.

Key Agenda Items

• To consider, approve and take on record the Un-Audited Financial Results for the quarter ended 30 June 2026.

Other Notes

• Trading window closed since 30 June 2026 and reopen 48 hours after results announcement.

Special Business

• Re-appoint Dileep Kumar as Independent Director for a second five-year term.
• Term from Aug 10, 2026 to Aug 9, 2031; non-rotatable.
• No promoter/director interest, except the appointee and his relatives, as disclosed.
• Voting outcome not disclosed in this EGM notice.
• Remote e-voting window: Aug 4-6, 2026; cutoff July 31, 2026.
• EGM date and venue: Aug 7, 2026 at Country Inn Nature Resorts, Bhimtal.

Board actions

• Resignation of Non-Executive Independent Director Anish Arun Shah effective 14 July 2026.
• Reconstituted Audit, Nomination & Remuneration, Stakeholders' Relationship, Risk Management, CSR, and Directors committees.
• EGM to be held 7 Aug 2026 to approve Dileep Kumar's re-appointment as Independent Director.
• Dileep Kumar re-appointed for five years from 10 Aug 2026 to 9 Aug 2031, not retiring by rotation.
• Annexures confirm non-debarment and provide appointment details.

EGM resolution details

• Type: ordinary resolution for Dileep Kumar's re-appointment as Independent Director.
• Nature: re-appointment; term five years; not liable to retire by rotation.
• Promoter/director interest: Dileep Kumar is independent; no promoter participation stated.

Governance impact

• No material shareholding or control changes disclosed.

Other disclosures

• Dileep Kumar not debarred by SEBI or authorities per Annexure-C.
• Board reconstituted multiple committees with Dileep Kumar as Chair.