SAMHI Hotels Allots 9.28 Lakh Equity Shares Under Employee Stock Option Plan 2023

SAMHI Hotels Ltd. has successfully allotted 9,28,582 equity shares to eligible employees under its Employee Stock Option Plan 2023 (ESOP-2023), marking a significant milestone in the company's employee incentive program. The Board of Directors approved this allotment through a circular resolution dated March 27, 2026, following the exercise of vested options by employees.

Share Allotment Details

The allotment comprises 9,28,582 equity shares of ₹1 each, issued at an exercise price of ₹1 per share with no premium. The company had previously obtained in-principle approval from both stock exchanges for this issuance:

Exchange Approval Letter Date BSE Limited DCS/IPO/JP/ESOP-IP/3120/2023-24 March 27, 2024 National Stock Exchange NSE/LIST/39644 March 28, 2024

The newly allotted shares carry no lock-in period and rank pari-passu with existing equity shares in all respects, providing immediate liquidity to employee beneficiaries.

Impact on Share Capital

The ESOP allotment has resulted in a proportional increase in the company's share capital structure. The issued, subscribed, and paid-up share capital has been enhanced as follows:

Parameter Before Allotment After Allotment Share Capital (₹) 22,12,06,154 22,21,34,736 Number of Shares 22,12,06,154 22,21,34,736 Face Value per Share ₹1 ₹1

This represents an increase of ₹9,28,582 in the paid-up capital, directly corresponding to the number of shares allotted.

Regulatory Compliance

The allotment was conducted in full compliance with regulatory requirements under Regulation 30 of the SEBI LODR Regulations and Regulation 10(c) of the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021. The company has filed the necessary notifications with both BSE Limited and National Stock Exchange of India Limited, where its shares are listed.

ESOP Program Framework

The Employee Stock Option Plan 2023 represents SAMHI Hotels' commitment to employee participation in the company's growth. Key features of the current allotment include:

Exercise Price: ₹1 per share

Premium: Nil

Lock-in Period: Not applicable

Rights: Identical to existing shares

Listing: Both BSE and NSE

The shares have been issued in dematerialized form under ISIN INE08U801020, ensuring seamless trading and transfer capabilities for employee beneficiaries.

SAMHI Hotels Limited has provided comprehensive details about its strategic ₹47 crores investment to acquire up to 70% stake in RARE India through a business update conference call held on March 06, 2026. The acquisition marks the company's first foray into the leisure segment through an asset-light investment model, representing a significant diversification from SAMHI's traditional focus on tier-one business hotels.

Strategic Investment Framework

The investment will be executed over a 12-month period through a combination of primary and secondary transactions. RARE India, founded in 2003, operates as a platform supporting over 67 small experience-led hotels with approximately 990 rooms across 15 states in India, Bhutan, and Nepal. The transaction structure involves primary investment of ₹23 crores and secondary purchase of ₹24 crores, with enterprise value established at ₹49 crores.

Investment Structure: Amount (₹ Crores) Primary Investment: 23.00 Secondary Purchase: 24.00 Total Investment: 47.00 Enterprise Value: 49.00 Investment per Room: 4.50 lakhs

RARE India Platform Performance

RARE India has established itself as a curated platform focusing on authentic, experience-led hospitality properties. The platform's portfolio demonstrates strong pricing power, with over 70% of hotels operating at rates exceeding ₹25,000 per night, and approximately 30% commanding rates above ₹45,000 per night. Current occupancy ranges from 35% to 45%, with total enterprise-wide gross sales of ₹250 crores.

Current Portfolio Metrics: Details Number of Hotels: 67 Total Rooms: 990 Geographic Coverage: 15 states plus Bhutan and Nepal Average Occupancy: 35% to 45% Enterprise Revenue: ₹250 crores Platform Revenue: ₹3 crores (subscription model)

Exclusive Marriott Partnership Strategy

A key component of the transaction involves RARE becoming the exclusive portfolio platform for the Outdoor Collection by Marriott Bonvoy in India, Nepal, Bhutan, and Sri Lanka. This partnership aims to transform RARE from its current B2B model to a B2C platform with enhanced distribution capabilities. The current revenue structure includes subscription fees ranging from ₹2 lakhs to ₹4 lakhs per hotel annually, plus entitlement to 18% to 20% commission on direct sales.

Partnership Benefits: Impact Distribution Platform: Marriott.com integration Commission Structure: 18% to 20% on direct sales Marketing Support: Marriott co-sponsored funding Geographic Exclusivity: India, Nepal, Bhutan, Sri Lanka

Growth Projections and Expansion Timeline

SAMHI management outlined ambitious growth targets for the RARE platform, projecting revenue potential of ₹90 crores to ₹100 crores in the medium term. The expansion strategy includes scaling from current 67 hotels to approximately 120-150 properties over three years, with an active pipeline of 25-30 properties already identified.

Growth Milestones: Timeline 90-100 Hotels: 12-15 months 120-150 Hotels: 3 years Revenue Target: ₹90-100 crores Total Enterprise Revenue Target: ₹800 crores Expected B2C Income: ₹100 crores

Financial Rationale and Strategic Positioning

The investment represents approximately 10% of SAMHI's free cash generation, positioning it as a strategic bet rather than a core business pivot. Management expects the platform to generate 60% to 70% return on capital employed once fully operational. The asset-light model ensures minimal ongoing capital requirements after the initial investment, with future growth primarily driven by platform expansion and enhanced distribution.

This acquisition marks two significant firsts for SAMHI: entry into the leisure segment in a scalable manner and the company's first asset-light investment. Management emphasized that the investment will not distract from SAMHI's core competence in tier-one business hotels, which will continue to represent the majority of the company's capital deployment and revenue generation.

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