Saj Hotels Ltd Directors Report

To the Shareholders,

Your directors take pleasure in presenting the 45th Annual Report and the audited financial statements of the Company for the year ended 31^st March 2026.

OVERVIEW

The Company is principally engaged in the hospitality industry i.e the business of establishing and/or running hotels, motels, resorts, clubs, ‘restaurants, cafes, bars, roadhouses, holiday camps, amusement parks, recreation centres, convention centre. There has been no change in nature of business of the Company during the financial year.

FINANCIAL PERFORMANCE:

In terms of the provisions of the Companies Act, 2013 ("Act"), and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), the Company has prepared its standalone and consolidated financial statements for the FY 2025-26.

The financial highlights of the Company for FY 2025-26, are as follows:

Standalone:

(In lakhs)

Particulars	2025-26	2024-25
	(Rs.)	(Rs.)
Income from operations & other Income	2021.95	1803.90
Expenses	1586.26	1241.53
Profit before exceptional an d extraordinary items and tax	417.98	562.37
Exceptional Items	17.71	-
Profit before Tax	417.98	562.37
Less: Provision for Taxation
Net Current tax expense	107.24	141.63
Deferred tax	19.76	28.27
Tax adjustment of previous years	2.65	11.51
Net Profit / (Loss) for the year	288.33	380.96

Consolidated:

(In lakhs)

Particulars	2025-26	2024-25
	(Rs.)	(Rs.)
Income from operations & other Income	2021.95	1803.90
Expenses	1586.26	1241.53
Profit before exceptional and extraordinary items and tax	435.69	562.37
Exceptional Items	17.71	-
Profit before Tax	417.98	562.37
Less: Provision for Taxation
Net Current tax expense	107.24	141.63
Deferred tax	19.76	28.27
Tax adjustment of previous years	2.65	11.51
Net Profit / (Loss) for the year	288.33	380.96

BRIEF DESCRIPTION OF THE COMPANYS WORKING DURING THE YEAR:

Standalone:

During the financial year 2025-26, your Company earned a total income of 2021.95 lakhs, compared to 1803.90 lakhs in the corresponding previous year. The Company reported a net profit of 288.33 lakhs, showing a significant increase from the net profit of 380.96 lakhs earned in the previous year

During the year under review, there was no change in the nature of the business of the Company.

Consolidated:

During the financial year 2025-26, your Company earned a total income of 2021.95 lakhs, compared to 1803.90 lakhs in the corresponding previous year. The Company reported a net profit of 288.33 lakhs, showing a significant increase from the net profit of 380.96 lakhs earned in the previous year

DIVIDEND:

In order to conserve the Companys reserves and maintain financial flexibility to support ongoing and future business operations, the Board of Directors has decided not to recommend any dividend for the financial year 2025 26. This decision has been taken in the long-term interest of the Company, with a focus on strengthening the financial position, supporting growth initiatives, and ensuring adequate liquidity to meet operational and strategic requirements.

TRANSFER TO RESERVES:

During the financial year 2025 26, the Company has transferred a sum of 288.33 lakhs to the

General Reserves maintained by the Company. This transfer reflects the Companys continued commitment to strengthening its financial foundation and ensuring long-term sustainability. The reserves will serve as a vital resource to support future business expansion, meet unforeseen contingencies, and enhance the Companys overall financial stability.

MATERIAL CHANGES AFFECTING THE FINANCIAL POSITION BETWEEN THE END OF THE FINANCIAL YEAR AND THE DATE OF THE REPORT

There are no material change and commitments which effect the Financial position of the Company.

NATURE OF BUSINESS:

The Company is principally engaged in the business of to construct, own, buy, sell, promote, conduct, and manage and also to carry on business of establishing and/or running hotels, motels, resorts, clubs, restaurants, cafes, bars, road houses, holiday camps, amusement parks, recreation centres, convention centre.

There has been no change in nature of business of the Company during the financial year.

SHARE CAPITAL:

During the year under review, the capital structure of the Company is as follows:

The Total Authorised Share Capital of the Company is Rs. 20,00,00,000/- (Rupees Twenty Crores only) divided as follows:

Equity share capital: 1,99,90,000 Equity shares of Rs. 10 each amounting to Rs. 19,99,00,000.

Preference Share Capital: 1,000 Equity shares of Rs. 100 each amounting to Rs. 1,00,000.

SUBSIDIARY COMPANY, JOINT VENTURES AND ASSOCIATE COMPANIES:

As on 31st March, 2026 the Company does not have any Subsidiary Company.

However, Company has entered into a Joint Venture for operation of Saj in the Forest, Pench with Shankar Lal Pradhan and SKS Farms & Hotels Private Limited for commencement of resort operations.

Company has one Associate Company My Own rooms dot in Private Limited.

DETAILS OF DEPOSITS COVERED UNDER CHAPTER V OF COMPANIES ACT, 2013:

Your Company has not accepted any xed deposits from the public under Chapter V (Acceptance of Deposits by Companies) of the Companies Act, 2013 and is therefore not required to furnish information in respect of outstanding deposits under and Companies (Acceptance of Deposits) Rules, 2014.

ANNUAL RETURN:

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on 31^st March, 2026 is available on the Companys website at www.sajresort.com

BOARD OF DIRECTORS

COMPOSITION:

The Board comprises of 7 (Seven) Directors, of which 3 (Three) are Independent Directors.

During the Financial year, the composition of the Board and category of Directors is as follows:

Sr. No Name	Other listed entities where directors of the Company	Designation
1 Karna Kartik Timbadia		Managing Director
2 Rahul M Timbadia	La Tim Metal & Industries Ltd	Chairman (Executive Director)
3 Kartik M Timbadia	La Tim Metal & Industries Ltd	Director
4 *Parth Rahul Timbadia	-	Director
4 Biren Kishorechandra Parekh	-	Non-Executive and Independent Director
5 Dhruti Kashyap Shah	-	Non-Executive and Independent Director
6 Arun Manohar Wadhwa	-	Non-Executive and Independent Director

CHANGES IN DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Pursuant to Section 152(6) of the Companies Act, 2013, and provisions of Articles of Association of the Company, Mr. Rahul Maganlal Timbadia (DIN: 00691457) retires by rotation and being eligible, offer himself for reappointment. Your directors recommend the same at the ensuing Annual General Meeting.

During the year, following persons have been appointed by the Board of the Company:

1) Mr. Parth Rahul Timbadia (DIN: 00472975) was appointed as an Additional Director (Non-Executive) of the Company by the Board of Directors at its meeting held on 14th November, 2024, and his term of office as an Additional Director was up to the date of the Annual General Meeting held on 22nd December, 2025. The Members, at the said Annual General Meeting, approved his appointment as a Director (Non-Executive) of the Company.

2) Mr. Arun Manohar Wadhwa (DIN: 06891570) was appointed as an Additional Director (Non-Executive & Independent) of the Company by the Board of Directors at its meeting held on 14th November, 2024, and his term of office as an Additional Director was up to the date of the Annual General Meeting held on 22nd December, 2025. The Members, at the said Annual General Meeting, approved his appointment as a Director (Non-Executive & Independent) of the Company.

INDEPENDENT DIRECTORS:

The Company has received declarations from all the Independent Directors under Section 149(7) of the Companies Act, 2013 confirming that they meet the criteria of independence as prescribed thereunder. The Independent Directors have complied with the Code for Independent Directors prescribed under Schedule IV to the Companies Act, 2013. Further, the familiarization program for Independent Directors is also available on website of the Company.

The performance evaluation of the Independent Directors was completed. The performance evaluation of the Chairman and Non Independent Director was also carried out by the Independent Directors.

The Board of Directors expressed their satisfaction with the evaluation process.

MEETING OF INDEPENDENT DIRECTORS

Independent Directors held a separate meeting as on February 10, 2026 in compliance with the requirements of Section 149(8) read with Schedule IV of the Act and Regulation 25 (3) of the Listing Regulations.

STATEMENT OF COMPLIANCE WITH SECRETARIAL STANDARDS:

Your directors confirm that the Company has complied with applicable secretarial standards.

NUMBER OF MEETINGS OF THE BOARD:

The Board of Directors of the Company met at regular intervals during the year to discuss on the past and prospective business of the Company. The Board met 7 (Seven) times during the financial years on the following dates:

Sr. No. Date	No. of Directors Eligible to attend the meeting.	No. of Directors attended.
1 28-05-2025	7	7
2 12-08-2025	7	7
3 14-11-2025	7	7
4 26-11-2025	7	7
5 29-11-2025	7	7
6 24-12-2025	7	7
7 10-02-2026	7	7

AUDIT COMMITTEE:

The Audit Committee of Directors was constituted pursuant to the provisions of Section 177 of the Companies Act, 2013. The composition of the Audit Committee is in conformity with the provisions of the said section and Regulation 18 of the SEBI (LODR) Regulations, 2015.

Ccomposition of Audit Committee:

Sr. No Name	DIN	Chairperson/Member
1. Biren Kishore Parekh	10354396	Chairperson
2. Dhruti Kashyap Shah	10568762	Member
3. Kartik Maganlal Timbadia	00473057	Member

The Committee met 4 times during the year on following dates:

Sr. No.	Date
1	28-05-2025
2	12-08-2025
3	14-11-2025
4	10-02-2026

During the year under review, the Board of Directors of the Company had accepted all the recommendations of the Committee.

NOMINATION AND REMUNERATION COMMITTEE:

The Nomination and Remuneration Committee (NRC) of Directors was constituted by the Board of the Company in accordance with the requirements of Section 178 of the Companies Act, 2013 and Regulation 19 of the SEBI (LODR) Regulations, 2015.

The Board of Directors has framed a policy which lays down a framework in relation to remuneration of Directors, Key Managerial Personnel and Senior Management of the Company. This policy also lays down criteria for selection and appointment of Board Members. The Nomination and Remuneration Policy of the Company is available on the website of the Company www.sajresort.in

The Nomination and Remuneration Committee comprises of:

Sr. No Name	DIN	Chairperson/Member
1 Biren Kishore Parekh	10354396	Chairperson
2 Dhruti Kashyap Shah	10568762	Member
3 Parth Timbadia	00472975	Member

The Committee met 3 times during the year on following dates:

Sr. No.	Date
1	28-05-2025
2	26-11-2025
3	24-12-2025

STAKEHOLDERS RELATIONSHIP COMMITTEE:

Pursuant to Section 178 of the Companies Act, 2013 and the Regulation 20 of the SEBI (LODR) Regulations, 2015, the Board of Directors of the Company has re-constituted the Stakeholders Relationship Committee.

The Stakeholders Relationship Committee comprises of:

Sr. No Name	DIN	Chairperson/Member
1 Biren Kishore Parekh	10354396	Chairperson
2 Dhruti Kashyap Shah	10568762	Member
3 Parth Timbadia	00472975	Member

During the year under review, the Committee met once on 28^th May, 2025 and was attended by all the members.

POLICY OF DIRECTORS APPOINTMENT AND REMUNERATION:

The Company strives to maintain an appropriate combination of executive, non-executive and Independent Directors. In order to ensure diversity, standardize the process of selection of an individual at the Board or senior management level and pursuant to the provisions of Section 178 of the Act read with Regulation 19 of the Listing Regulations, the Company has formulated and adopted a policy on Nomination, Remuneration and Board Diversity. The said Policy governs the appointment and remuneration of directors, senior management and Key Managerial Personnel and also lays down the criteria for determining qualifications, positive attributes, independence of a director and other matters. The Nomination and Remuneration Policy are available on the website of the Company www.sajresort.com

FORMAL ANNUAL EVALUATION OF BOARD, COMMITTEE AND INDIVIDUAL DIRECTORS:

The Company with the approval of its Nomination and Remuneration Committee has put in place an evaluation framework for formal evaluation of performance of the Board, its committees and the individual Directors. The evaluation was done through questionnaires, receipt of regular inputs and information, functioning, performance and structure of Board Committees, ethics and values, skill set, knowledge and expertise of Directors, leadership etc. The evaluation criteria for the Directors were based on their participation, contribution and offering guidance to and understanding of the areas which are relevant to them in their capacity as members of the Board.

STATUTORY AUDITOR AND AUDIT REPORT:

There is no audit qualification or observation on the financial statements of Company, by the statutory auditors for the year under review. M/s. DHIRUBHAI SHAH & CO. LLP. (Firm Registration No.: 102511W/W100298) the Statutory Auditors of the Company, were appointed at 43rd Annual General Meeting until the conclusion of 48^th Annual General Meeting of Company in terms of the provisions of Section 139 of the Companies Act, 2013.

There is no audit qualification or observation on the financial statements of Company, by the statutory auditors for the year under review.

SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT:

Pursuant to Section 204 of the Companies Act, 2013, the Company has appointed M/s. Gajab Maheshwari and Associates, Practicing Company Secretaries as its Secretarial Auditors to conduct the Secretarial Audit of the Company for the Financial Year 2025 26. The Company has provided all the assistance and facilities to the Secretarial Auditor for conducting their audit. The report of Secretarial Auditor for the FY 2025-26 is annexed to this report as Annexure "A".

COST RECORD:

The provision of cost audit as per section 148 is not applicable on the Company.

ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS:

The Internal Financial Controls with reference to financial statements as designed and implemented by the Company are adequate as per the nature of the business and the size of its operation.

During the year under review, no material or serious observation has been received from the Internal Auditors of the Company for inefficiency or inadequacy of such controls.

REPORTING OF FRAUDS:

There was no instance of fraud during the year under review, which are required by the Statutory Auditors to report to the Audit Committee and / or Board under Section 143(12) of the Companies Act, 2013 and the rules made thereunder.

DIRECTORS RESPONSIBILITY STATEMENT:

Your Directors in terms of Section 134(5) of the Companys Act, 2013 confirm that:

a) All applicable Accounting Standards have been followed in the preparations of the annual accounts with proper explanation relating to material departures;

b) they have selected such Accounting Policies and applied them consistently, made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the statement of affairs of the Company as of 31.03.2026 and of the profit of the Company for that period;

c) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provision of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) The Annual Accounts have been prepared on a going concern basis as stated in the notes on accounts;

e) The Company follows stringent internal financial controls and that such internal controls are adequate and are operating adequately;

f) There is proper system devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

DISCLOSURES AS PER SECTION 134(3)(m) OF THE COMPANIES ACT, 2013 FOR CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO:

A). ENERGY CONSERVATION & TECHNOLOGY ABSORPTION:

Your Company is not engaged in any manufacturing activity and thus its operations are not energy intensive. However adequate measures are always taken to ensure optimum utilization and maximum possible saving of energy. Since the Company is not engaged in any manufacturing, the information in connection with technology absorption is NIL.

B] FOREIGN EXCHANGE EARNINGS AND OUTGO:

Foreign Exchange Earnings: Nil

Foreign Exchange Outgo: Rs. Nil

VIGIL MECHANISM:

The Company has implemented a Whistle Blower Policy pursuant to which Whistle Blowers can raise and report genuine concerns relating to reportable matters such as breach of code of conduct, fraud, employee misconduct, misappropriation of funds, health and safety matters etc. the mechanism provides for adequate safeguards against victimization of Whistle Blower who avail of such mechanism and provides for direct access to the chairman of the Audit Committee. The functioning of the Whistle Blower policy is being reviewed by the Audit Committee from time to time. None of the Whistle Blower has been denied access to the Audit Committee of the Board. During the year no such instance took place.

CORPORATE SOCIAL RESPONSIBILITY POLICY:

The Company has been carrying out various Corporate Social Responsibility (CSR) activities in the areas of education, health, water, sanitation etc. These activities are carried out in terms of

Section 135 read with Schedule VII of the Companies Act, 2013 and Companies {Corporate Social Responsibility Policy) Rules, 2014.

The Annual Report on CSR Activities undertaken by the Company is annexed herewith as Annexure "B". The CSR Policy is available on Companys website www.sajresort.com

RISK MANAGEMENT:

The Board of Directors is overall responsible for identifying, evaluating, mitigating and managing all significant kinds of risks faced by the Company. The Board approved Risk Management policy, which acts as an overarching statement of intent and establishes the guiding principles by which key risks are managed in the Company. The Board itself monitors and reviews the risks which have potential bearing on the performance of the Company and in the opinion of the Board there is no risk faced by the Company which threatens its existence.

PARTICULARS OF EMPLOYEES:

In terms of the provisions of Section 197 (12) of the Companies Act, 2013 read with the Rule 5(2) of the Companies (Appointment and Remuneration) Rules, 2014, as amended from time to time, the Company is required to disclose the ratio of the remuneration of each director to the median employees remuneration and such other details are given as Annexure "C".

CORPORATE GOVERNANCE REPORT:

In terms of the provisions of regulation 15 (2) b of Securities and Exchange Board of India (Listing Obligation and Disclosure Requirements) Regulation, 2015 the compliance with Corporate Governance provisions as specified is not applicable during the year 2025-26.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The Management Discussion and Analysis Report is attached herewith as Annexure "D".

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF ACT:

During the financial year under review, the Company has not granted any loans or provided any guarantees falling under the provisions of Section 186 of the Companies Act, 2013. All investments made by the Company during the year were within the limits prescribed under the said Section.

During the year under review there were no loans and guarantees. All the investments were within the limits as set under Section 186.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

All the transactions entered during the financial year 2025-26 were in ordinary course of business and on arms length basis. There are no materially significant related party transactions entered by the Company which may have potential conflict with the interest of the Company.

There are no such details which are required to be disclosed in terms of provisions of Section 188(1) of the Companies Act, 2013, accordingly the requirement to disclose in Form AOC 2 is not required

MATERIAL ORDERS OF JUDICIAL BODIES / REGULATORS:

No material orders were passed by any Judicial Bodies or Regulator against the Company.

IBC CODE & ONE TIME SETTLEMENT:

There is no proceeding pending against the company under the Insolvency and Bankruptcy code, 2016 (IBC Code). There has not been any instance of one-time settlement of the company with any bank or financial institution.

INFORMATION REQUIRED UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013:

Companys commitment towards creating a respectful workplace that is free from any form of harassment and discrimination is exemplified by its ‘zero-tolerance approach towards any act of sexual harassment. The Company has a comprehensive policy which is in compliance with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 which is available at the website of the Company www.sajresort.com. A group level Internal Complaints Committee ("ICC") has been constituted as per procedure prescribed in the law. All such investigations are conducted as per the tenets of the law and the

Companys policy. The list of ICC members has been prominently displayed in the office. Following are the details of sexual harassment cases for financial year 2025-26:

Number of complaints filed during the financial year	NIL
Number of complaints disposed off during the financial year	NIL
Number of complaints pending as at the end of the financial year	NIL

OTHER DISCLOSURES:

Your Directors state that no disclosure or reporting is required in respect of the following items, as there were no transactions on these items during the year under review:

No material changes and commitments were affecting the financial position of the Company between the end of the financial year (March 31, 2026) and the date of the Report

During the Financial Year 2025-26, the trading of securities was not suspended.

The Company, during the Financial Year 2025-26, has not issued any debt instruments or has not taken Fixed Deposits or has not mobilized funds under any scheme or proposal. Hence, no credit ratings were obtained.

The Company has complied with statutory compliances and no penalty or stricture is imposed on the Company by the Stock Exchanges or Securities and Exchange Board of India (SEBI) or any other statutory authority on any matter related to the capital markets during the last three years.

No proceedings are made or pending under the Insolvency and Bankruptcy Code, 2016 and there is no instance of onetime settlement with any Bank or Financial Institution

The Board of Directors affirms that the Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India (SS1 and SS2) relating to Meetings of the Board, its Committees and Annual General Meetings.

The Company has complied with the provisions relating to the Maternity Benefits Act, 1961

ACKNOWLEDGEMENTS:

Your Directors take this opportunity to express and place on record their appreciation for the continued support, cooperation, trust and assistance extended by shareholders, employees, customers, principals, vendors, agents, bankers, financial institutions, suppliers, distributors and other stakeholders of the Company.

For and on Behalf of the Board of Directors
SAJ HOTELS LIMITED
KARNA KARTIK TIMBADIA	KARTIK MAGANLAL TIMBADIA
Managing Director	Director
DIN:01753308	DIN:00473057
Place: Mumbai
Date: 03/09/2026