Sayaji Hotels (Indore) Ltd Directors Report

To,

The Members

Sayaji Hotels (Indore) Limited

The Board of Directors of your Company, with extensive gratification is presenting the Seventh 7^th Directors Report of the Company for the Financial Year ended 31^st March, 2025.

FINANCIAL HIGHLIGHTS

The Companys financial performance on the basis of Audited Financial Statements for the

Financial Year 2024-25 is summarized below:

	Amount (INR In Lakhs)
Particulars	Current Financial	Previous Financial
	Year 31.03.2025	Year 31.03.2024
Revenue from Operations	10,567.72	9,617.13
Other Income	45.67	52.64
Total income	10,613.39	9,669.77
Total Operating Expenditure	7,987.31	7,662.11
Profit/(loss) before Depreciation, Finance costs, Exceptional items and tax expense	2,626.08	2,007.66
Less: Depreciation/Amortization/Impairment	664.92	644.69
Profit/(Loss) before Finance cost, Exceptional items and Tax Expense	1,961.16	1,362.97
Less: Finance Costs	618.76	429.64
Profit/(loss) before Exceptional items and Tax Expense	1,342.40	933.33
Add/(less): Exceptional items	-	-
Profit /(Loss) before Tax Expense and Share of Profit/(Loss) of the Associates	1,342.40	933.33
Share of Profit/(Loss) of the Associates	-	-
Profit /(Loss) before Tax Expense	1,342.40	933.33
Less: Tax Expense - Current & Deferred	285.29	214.92
Profit/ (loss) for the year (1)	1,057.11	718.41
Other Comprehensive Income/(loss)(2)	(20.12)	(23.49)
Total (1+2)	1,036.99	694.92

PERFORMANCE

The annexed Management Discussion and Analysis Report forms part of this report and covers, amongst other matters, the performance of the Company during the Financial Year 2024-25 as well as the future outlook.

CAPITAL STRUCTURE

As on the financial year ended on 31^st March, 2025, the:

• Authorized Share Capital

The Authorized Share Capital of the Company is INR 9,10,00,000/- (Indian Rupees Nine Crores Ten Lakhs Only) divided into 90,50,000 Equity Shares of INR 10/- (Indian Rupees Ten Only) each and 5,000 10% Cumulative Redeemable Preference shares of INR 100/- (Indian Rupees Hundred Only) each.

• Paid-Up Share Capital

The Paid up Equity Share capital as at 31^st March, 2025 stood at INR 3,04,66,050/- (Indian Rupees Three Crores Four Lakhs Sixty-Six Thousand Fifty Only) comprising of 30,46,605 Equity Shares of Face Value INR 10/- (Indian Rupees Ten Only) each.

During the year under review, the Company had not issued shares with differential voting right neither granted stock option nor sweat equity. Further the Company had not issued any debenture bonds and any nonconvertible securities.

The Companys equity shares are listed with the Bombay Stock Exchange i.e. BSE Limited.

REDEMPTION OF PREFERENCE SHARES

During the financial year the Company had redeemed the 8 (Eight) Unlisted 10% fully paid-up Cumulative Redeemable Preference Shares of INR. 100/- each (Indian Rupees One Hundred only) and has extinguished the ISINs related to such Preference Shares. As on financial year ended the issued and paid-up preference share capital of the Company is NIL.

DIVIDEND

During the year under review, Rs. 10/- per share was paid as dividend on 10% fully paid-up Cumulative Redeemable Preference Shares of the Company. The dividend for equity shares is not recommended by Board of Directors.

TRANSFER TO RESERVES

During the financial year the Company has transferred Rs. 1000/- (Rupees One Thousand only) to the Capital Redemption Reserve on the redemption of preference shares. Apart from that no other amount has been transferred to any reserves.

SHIFTING OF REGISTERED OFFICE

The Honble Regional Director (Southern Region), Chennai, Tamil Nadu vide order dated 18^th February, 2025 had approved the shifting of the registered office of the Company from the state of Tamil Nadu to the state of Madhya Pradesh (within the jurisdiction of Registrar of Companies, Gwalior)

The Honble Registrar of Companies vide its order dated 15^th April, 2025 issued Certificate of Registration of Regional Director order for Change of State pursuant to which, the Registered Office of the Company has shifted from F1 C3 Sivavel Apartment No. 2 Alagappa Nagar, Zamin Pallavaram, Keelakattalai, Kanchipuram, Tambaram, Chennai, Tamil Nadu- 600118 to H-1, Scheme no. 54, Vijay Nagar, Indore, Madhya Pradesh-452010.

Pursuant to the said certificate, the Corporate Identification Number ("CIN") of the Company has been changed from L55209TN2018PLC122598 to L55209MP2018PLC076125.

For this purpose, the company has altered the Clause II of Memorandum of Association of the Company.

The Clause II of Memorandum of Association of the Company has been altered as follows:

"The Registered Office of the Company will be situated in the State of Madhya Pradesh (within the jurisdiction of the Registrar of Companies, Gwalior)".

SHIFTING OF PLACE AT WHICH THE BOOKS OF ACCOUNT ARE MAINTAINED

During the year 2024-25 the place of maintain of Books of Account of the Company had shifted from Amber Convention Centre, Bypass Rd, Near Best Price, Hare Krishna Vihar, Nipania, Indore (MP)-452010 to H-1 Scheme No 54, Vijay Nagar Indore Madhya Pradesh 452010.

DEPOSITS FROM PUBLIC

During the year, your Company had not accepted any public deposits as provided under Chapter V of the Companies Act, 2013 ("Act") read with the rules made thereunder as such and no amount on account of principal or interest on public deposits was outstanding as on the date of the Balance Sheet.

DISCLOSURE OF UNSECURED LOAN RECEIVED FROM DIRECTORS

During the year under review, pursuant to Section 2(31) Read with Rule 2(1)(c)(viii) of Companies (Acceptance of Deposits) Rules, 2014, (including any statutory modification or re-enactment thereof for the time being in force), the Company had received unsecured loan from directors and the said transaction is exempted from the deposit rules as such.

REVISION IN FINANCIAL STATEMENTS OR BOARDS REPORT UNDER SECTION 131 (1) OF THE COMPANIES ACT, 2013

In terms of Section 131 of the Companies Act, 2013, the Financial Statements and Boards Report are in compliance with the provisions of Section 129 and Section 134 of the Act.

However, during the year Financial Year 2023-24, the figures of the previous financial year 2022 23 have been restated in accordance with the Scheme of Arrangement approved by the Honble National Company Law Tribunal (NCLT), Chennai, vide order dated July 11, 2023. The Scheme became effective on August 01, 2023 upon filing of the order with the Registrar of Companies.

The restatement has been made to give effect to the said Scheme and is not considered a revision under Section 131.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

Provisions of Section 186 of the Companies Act, 2013 for loans given, investments made or guarantees or security provided is not applicable on your Company, being in exempt list for providing infrastructural facilities in terms of Schedule VI of the Act.

PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

The Company has a policy and framework for employees to report sexual harassment cases at workplace and our process ensures complete anonymity and confidentiality of information. The said policy can be accessible through https://shilindore.com/wp-content/uploads/2025/08/Policy_on_Sexual_Harassment.pdf

The Company has zero tolerance towards sexual harassment at the workplace and towards this end, has adopted a policy in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder. All employees (permanent, contractual, temporary, trainees) are covered under the said policy. Internal Complaints Committees has also been set up to redress complaints received on sexual harassment. The Constitution of the said Committee is as follows-

S. No.	Name of Committee Member	Designation
1.	Ms. Sanjana Bhojwani	Presiding Officer
2.	Ms. Yasmeen Khan	NGO Member
3.	Ms. Dipti Kumari Sharma	Member
4.	Mr. Suresh Kumar	Member
5.	Ms. Ashwini Kulkarni	Member
6.	Mr. Prasant Tiwari	Member

During the year under review, the Company has not received any complaint of sexual harassment from the women employees of the Company and no complaint was pending at the end of the year. The details related to sexual harassment reported during the year are: -

a)	number of complaints of sexual harassment received in the year	Nil
b)	number of complaints disposed off during the year	Nil
c)	number of cases pending for more than ninety days	Nil

SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES

Your Company has no Associate, Joint Ventures or Subsidiaries.

PROHIBITION OF INSIDER TRADING

The Company has in place a mechanism to avoid Insider Trading and abusive self-dealing in the securities of the Company by the Directors of the Company and other designated persons.

For the above mentioned purpose, the Company has established systems and procedures to prohibit insider trading activity and has framed a Code of Conduct to Regulate, Monitor and Report trading by insiders and Code of Fair Practices and Procedures for disclosure of Unpublished Price Sensitive Information (UPSI) ("Code of Conduct") as per the requirements of Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 (PIT Regulations), which prohibits the Directors of the Company and other designated persons to deal in the securities of the Company on the basis of any UPSI, available to them by virtue of their position in the Company. The objective of this Code of Conduct is to prevent misuse of any UPSI and prohibit any insider trading activity, in order to protect the interest of the shareholders at large.

A report on compliance of Minimum Standards for Code of Conduct and details of violation are placed before the Board on annual basis.

The Code of conduct are available on the website of the Company at https://shilindore.com/wp-content/uploads/2025/05/Code_of_Conduct_to_Regulate_Monitor_and_Report-Trading_by_Insiders.pdf and https://shilindore.com/wp-content/uploads/2025/05/Code_of_Practices_and_Procedures_for_Fair_Disclosure_of_Unpu blished_Price_Sensitive_Information.pdf

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

As at 31^st March, 2025, the composition of the Board of Directors was in accordance with the provisions of Section 149 of the Act and Regulation 17 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, with an optimum combination of Executive, Non-Executive and Independent Directors.

S. No.	Name	Designation
1.	Mr. Thottappully Narayanan Unni	Independent Director, Chairman
2.	Mr. Raoof Razak Dhanani	Managing Director
3.	Mrs. Suchitra Dhanani	Non-Executive Director
4.	Mr. Abhay Chintaman Chaudhari	Independent Director
5.	Mr. Saquib Salim Agboatwala	Additional Non-Executive Independent Director
6.	Mrs. Preeti Gupta	Additional Non-Executive Independent Director
7.	Mr. Yash Agrawal	Chief Financial Officer
8.	Mr. Arpit Agrawal*	Company Secretary and Compliance Officer

As on 31^st March, 2025 the Board consisted of a Managing Director, a Non-Executive Director, Independent Directors and Key Managerial Personnel as under:

*Mr. Arpit Agrawal has tendered his resignation from the position of Company Secretary and Compliance Officer of the Company vide his resignation letter dated June 20, 2025.

• DIRECTORS LIABLE TO RETIRE BY ROTATION SEEKING RE-APPOINTMENT

Mrs. Suchitra Dhanani (DIN: 00712187) Non-executive Director of the company is liable to retire by rotation at the ensuing 7^th Annual General Meeting and being eligible offers himself for re-appointment. Your directors recommend passing necessary resolution as proposed in the Item No. 2 of the Notice of the Annual General Meeting. The disclosure pertaining to the director being re-appointed as required pursuant to the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standard 2 issued by the Institute of Company Secretaries of India is given in the explanatory statement to the Notice convening the AGM, forming part of this Annual Report.

• DISQUALIFICATION OF DIRECTORS

During the year declarations were received from the Directors of the Company pursuant to Section 164 of the Companies Act, 2013. Board appraised the same and found that none of the director is disqualified for holding office as director.

CHANGES IN THE COMPOSITION OF BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNELS

During the year under review, following changes were made in the Composition of Board of Directors and Key Managerial Personnels:

1. Mr. Mangesh Deshpande has resigned from the post of Company Secretary and Compliance Officer with effect from 11^th May, 2024.

2. Mr. Ashish Sonwani has been appointed as Company Secretary and Compliance Officer of the Company with effect from 15^th July, 2024 and subsequently resigned with effect from 1^st October, 2024.

3. Mr. Raoof Razak Dhanani (DIN: 00174654) has been appointed as Managing Director of the Company with effect from 24^th October, 2024.

4. Mr. Arpit Agrawal has been appointed as the Company Secretary and Compliance officer of the Company with effect from 24^th October, 2024.

5. Mr. Hamza Aziz Valiulla (DIN: 06994153), Whole -Time Director of the Company has resigned with effect from 11^th November, 2024.

6. Mr. Saquib Salim Agboatwala (DIN: 06611659) has been appointed as Additional Non-Executive Independent Director with effect from 27^th January, 2025.

7. Mrs. Preeti Gupta (DIN: 06537730) has been appointed as Additional Non-Executive Independent Director with effect from 27^th January, 2025.

After March 31^st, 2025 and till the date of this report following changes were made in the Composition of Board of Directors and Key Managerial Personnel:

1. Mr. Saquib Salim Agboatwala (DIN: 06611659) has been appointed as Non-Executive Independent Director of the Company for a period of 5 (Five) Years up to 25^th January, 2030.

2. Mrs. Preeti Gupta (DIN: 06537730) has been appointed as Non-Executive Independent Director of the Company for a period of 5 (Five) Years up to 25^th January, 2030.

3. Mr. Arpit Agrawal has resigned from the post of Company Secretary and Compliance Officer with effect from 20^th June, 2025.

4. Mr. Aaditya Kasera has been appointed as the Company Secretary and Compliance officer of the Company with effect from 12^th August, 2025.

STATEMENT OF DECLARATION BY INDEPENDENT DIRECTORS

All Independent Directors have given their declarations as required under Section 149(7) of the Companies Act, 2013 and Regulation 25(8) of SEBI Listing Regulations that they meet the criteria of independence as laid down under section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of SEBI Listing Regulations as amended from time to time along with a declaration of compliance of sub-rule (1) and sub- rule (2) of Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014. Further in terms of Regulation 25(8) of the SEBI Listing Regulations, the Independent Directors have confirmed that they are not aware of any circumstance or situation which exists or may be reasonably anticipated that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence and that they are independent of the Management. The Board of Directors of the Company have taken on record the declaration and confirmation submitted by the Independent Directors after undertaking due assessment of the veracity of the same. In terms of Section 150 of the Companies Act, 2013 read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, Independent Directors of the Company have confirmed that they have registered themselves with the databank maintained by The Indian Institute of Corporate Affairs ("IICA"). The Independent Directors, except who is exempt, have also cleared online proficiency self-assessment test conducted by the IICA within a period of 2 (two) years from the date of inclusion of their names in the data bank. The Board is of the opinion that the Independent Directors of the Company hold highest standards of integrity and possess requisite expertise and experience required to fulfil their duties as Independent Directors.

MEETINGS OF THE BOARD AND ITS EFFECTIVENESS

The Board meets at regular intervals to discuss and decide on business policy and strategy apart from other Board business. The notice of Board Meeting is given well in advance to all the Directors. The agenda of the Board/ Committee meetings are circulated at least 7 days prior to the date of the meeting. The agenda for the Board and Committee meetings include detailed notes on the items to be discussed at the meeting to enable the Directors to take an informed decision.

During the financial year under review, your Board has met 4 (Four) times and details of the composition of the Board and its Committees and of the meetings held and attendance of the Directors at such meetings are provided in the Corporate Governance Report.

COMMITEES OF THE BOARD OF DIRECTORS

The Company has various committees which have been constituted as a part of the good corporate governance practices and the same are in compliance with the requirements of the relevant provisions of applicable laws and statutes. Your Company has an adequately qualified and experienced Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee. The details with respect to the composition, powers, roles, terms of reference, meetings held and attendance of the Directors at such Meetings of the relevant Committees are given in the Report on Corporate Governance of the Company which forms part of this Annual Report.

POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION

In accordance with Section 178 of the Act with Rule 6 of Companies (Meetings of Board and its Powers) Rules, 2014 and Regulation 19 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has constituted a Nomination and Remuneration Committee ("NRC"), details of which has been disclosed in the Corporate Governance Report forming part of this Annual Report and your Company has also formulated a Nomination and Remuneration Policy ("NRC Policy") in accordance with Section 178(3) of the Companies Act, 2013 for appointment and remuneration of Directors, Key Managerial Personnel (KMP) and senior management personnel, salient features of which are hereunder:

NRC shall identify potential candidates who are qualified to become Directors and who may be appointed in senior management in accordance with the criteria laid down in the NRC Policy and to recommend the Board for their appointment and removal;

NRC shall formulate the criteria for determining qualifications, positive attributes and independence of a Director and recommend to the Board a NRC Policy, relating to the remuneration for the directors, key managerial personnel and other senior management person;

NRC shall carry out an annual evaluation process of the Board performance and its Committees;

NRC Policy contains provisions regarding retirement and the Board shall have the discretion in retain the Director, KMP, Senior Management Personnel in the same position/remuneration or otherwise even after attaining the retirement age, upon the recommendation of the NRC for the benefit of the Company;

NRC policy ensures that the level and composition of remuneration is reasonable and sufficient to attract, retain, motivate and promote talent to run the Company successfully and ensures long term sustainability of talented managerial persons and create competitive advantage;

NRC policy ensures relationship of remuneration to performance is clear and shall directly linked to their effort, performance, dedication and achievement relating to the Companys operations;

NRC shall recommend remuneration for KMP (except WTD/MD) and Senior Management Personnel on the basis of the role and position of the individual employee, including professional experience, responsibility, job complexity and market conditions.

As per Section 134(3) and 178(4) of the Act, the web link of Nomination and Remuneration Policy of the Company is https://shilindore.com/wp-content/uploads/2025/08/Nomination_and_Remuneration_Policy.pdf

ANNUAL EVALUATION OF THE BOARD

Pursuant to the provisions of the Companies Act, 2013 and SEBI (LODR) Regulations, the Board of Directors have carried out an annual performance evaluation of its own performance, its Committees, the Directors individually including Independent Directors (where in the concerned Director being evaluated did not participate) based on the criteria and framework adopted by the Board. The Directors were satisfied with the evaluation results, which reflected the overall engagement of the Individual Directors, the Board as a whole and its Committees with the Company. The Board approved the evaluation results as collated by Nomination and Remuneration Committee ("NRC").

PERFORMANCE EVALUATION CRITERIA FOR INDEPENDENT DIRECTORS:

The performance evaluation criteria for independent directors are determined by the Nomination and Remuneration committee. An indicative list of factors that may be evaluated include participation and contribution by a director, commitment, effective deployment of knowledge and expertise, effective management of relationship with stakeholders, integrity and maintenance of confidentiality and independence of behavior and judgments.

STATEMENT WITH REGARD TO INTEGRITY, EXPERTISE AND EXPERIENCE OF THE INDEPENDENT DIRECTOR APPOINTED DURING THE YEAR:

In the opinion of the Board, all our Independent Directors possess requisite qualifications, experience, expertise and hold high standards of integrity for the purpose of Rule 8(5) (iiia) of the Companies (Accounts) Rules, 2014.

MEETING OF THE INDEPENDENT DIRECTORS:

The Board considered and discussed the inputs received from the Directors. Also, the Independent Directors at their meeting held on 14^th January, 2025 reviewed the following: • Performance of Non-Independent Directors and the Board and the Committee as a whole.

• Performance of the Chairperson of the Company.

• Assessed the quality, quantity and timeliness of flow of information between the Companys management and the Board, which is necessary for the Board to effectively and reasonably perform their duties.

The Independent Directors has also expressed their satisfaction with overall functioning and implementations of their suggestions. The details of the said meeting are present in the Corporate Governance Report forming part of this Annual Report.

RISK MANAGEMENT

The Company has an effective system in place for identification of elements of risk which are associated with the accomplishment of objectives, operations, development, revenue and regulations in relation to the Company and appropriate measures are taken, wherever required, to mitigate such risks beforehand.

The Company has specifically identified following risks and also preparing mitigation plans for each risk identified:

Risk of business slowdown, inadequate growth and negative returns; Risk related to cyber-crime and data safety; Risk of Fire, Earthquake or other Natural Calamities; Risk of impact on reputation and fraud.

The Company has in place Risk Management Policy formulated in accordance with the provisions of Section 134(3)(n) of the Act, which is available at https://shilindore.com/wp-content/uploads/2025/08/Risk_Management_Policy.pdf

There has been no change in the policy during the year under review.

ADEQUACY OF INTERNAL FINANCIAL CONTROL SYSTEMS

The Company has established an adequate system of internal controls, with documented procedures covering all corporate functions and hotel operating units. Internal controls provide: reasonable assurance regarding the effectiveness and efficiency of operations; the adequacy of safeguards for assets; assurance regarding reliability of financial statements; the reliability of financial controls and compliance with applicable laws and regulations. The internal audit process provides a positive assurance to the Company about the internal financial control, it converges process framework, risk and control matrix and a scoring matrix, covering all critical and important functions inter-alia revenue management, hotel operations, purchase, finance, human resources and safety. It ensures that all the transactions are authorized, recorded and reported correctly and assets are safeguarded and protected against loss from unauthorized use or disposition.

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, the work performed by the Internal, Statutory and Secretarial Auditors and external consultants and the reviews performed by management and the relevant Board Committees, including the Audit Committee, the Board is of the opinion that the Companys internal financial controls were adequate and effective during Financial Year 2024-25.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

In the Financial Year 2023-24, the net profit of the Company exceeded the limits as prescribed under Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014 and thus the provisions of Corporate Social Responsibility (CSR) becomes applicable to the Company for the Financial Year 2024-25. The detailed information report on the CSR policy and the CSR initiatives taken during financial year 2024-25 is given in "Annexure-1".

The Board of Directors formulated a Corporate Social Responsibility (CSR) Policy for your Company. The policy encompasses the Companys philosophy for delineating its responsibility as a corporate citizen and lays down the guidelines and mechanism for undertaking socially useful programs for welfare & sustainable development of the community at large. CSR Policy is placed on the Companys website at https://shilindore.com/wp-content/uploads/2024/07/Corporate-Social-Responsibility-Policy.pdf

Pursuant to provisions of Section 135(9) of the Companies Act 2013, where the amount to be spent by a Company under sub-section (5) of Section 135 does not exceed Rs. 50 lakhs, the requirement under sub-section (1) of Section 135 of the Companies Act 2013, constitution of the Corporate Social Responsibility Committee shall not be applicable and the functions of such Committee provided under this section shall, in such cases, be discharged by the Board of Directors of such company. At present company is not required to constitute any CSR committee as amount to be spent in CSR is less than 50 Lakhs.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Act, the Directors of your Company, to the best of their knowledge and ability and based upon representations from the Management, hereby confirm that:

in the preparation of the annual financial statements for the year ended 31st March, 2025, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same;

they have selected such accounting policies in consultation with Statutory Auditors and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs and loss of the company at the end of the Financial Year 2024-25;

they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

they have prepared annual financial statements for year ended 31^st March, 2025 on a going concern basis;

they have laid down internal financial controls for your Company, which are adequate and operating effectively; and

they have been devised proper system to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

A statement to the effect is annexed here to as "Annexure-2" forming part of this Annual Report.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

All the contracts, arrangements or transactions entered into during the year under review by the Company with related parties were in ordinary course of business and on an arms length basis. Prior omnibus approval was obtained for related party transactions (RPTs) which are of a repetitive nature and entered in the Ordinary Course of Business and are at Arms Length.

A statement on RPTs specifying the details of the transactions, pursuant to each omnibus approval granted, has been placed on quarterly basis for review by the Audit Committee.

Since all the Related Party Transactions that were entered into during the financial year were on arms length basis and in ordinary course of business. Therefore, the provisions of Section 188 of the Act are not applicable. Thus, the disclosure in Form AOC-2 is not required. Further, there are no materially significant Related Party Transactions during the year under review made by the Company with its Promoters, Directors, Key Managerial Personnel or other designated persons, which may have a potential conflict with the interest of the Company at large.

As per the requirements of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, your Company has framed a policy on dealing with RPTs which can be accessed on the Companys website under the link: https://shilindore.com/wp-content/uploads/2025/05/Related_Party_Transaction_Policy.pdf This Policy intends to ensure that proper reporting, approval and disclosure processes are in place for all transactions with the Related Parties.

AUDITORS

• STATUTORY AUDITOR

The Auditors, M/s K.L. Vyas & Co., Chartered Accountants, (F.R.No.003289C) were appointed with your approval at the 6^th AGM held on 24^th June, 2024 for a second term of consecutive period of five years to hold the office till the conclusion of the 11^th AGM to be held in the Year 2029.

The Report given by the Auditors on the financial statements of the Company is part of this Annual Report. There has been no qualification, reservation, adverse remark or disclaimer given by the Auditors in their report. During the year under review, the Auditors had not reported any matter under Section 143(12) of the Companies Act, 2013.

• SECRETARIAL AUDITOR

The Board of Directors had appointed M/s Neelesh Gupta & Co., Practicing Company Secretaries (COP No. 6846) in accordance with provisions of Section 204 of the Companies Act, 2013 and Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 to conduct Secretarial Audit and Annual Secretarial Compliance Report for the financial year 2024-25 whose report is attached separately to this report as "Annexure-3" of this Report. Pursuant to Section 204 of the Companies Act, 2013 and Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 your directors recommended the name of CS Anuj Nema, Practicing Company Secretary (COP No. 20646) to be appointed as Secretarial Auditors for a term of five years from the conclusion of 7^th AGM till the conclusion of 12^th AGM to be held in the Year 2030. The appointment shall come into effect after obtaining shareholder approval at ensuing Annual General Meeting. The Company has undertaken an audit for the year ended 31^st March, 2025, pursuant to Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 for all applicable compliances as per the said Regulations. The Annual Secretarial Compliance Report duly signed by Mr. Neelesh Gupta, Practicing Company Secretary is available on the website of the Company at: https://shilindore.com/wp-content/uploads/2025/05/BSE_Intimation_Annual%20Secretarial%20Compliance%20Repo rt.pdf

• COST AUDITOR

The Company is not required to maintain cost records and conduct cost audit in accordance with Section 148(1) of the Act read with Rule 3 of the Companies (Cost Record and Audit) Rules, 2014.

CORPORATE GOVERNANCE

Your Company has been practicing the principles of good corporate governance and is committed to maintain high standards of the corporate ethics and professionalism. The tenets of inclusiveness and transparency are integral part of our corporate governance practices.

In compliance with the provisions of Regulations 34(3) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 a report on Corporate Governance is available as a separate section in this Annual Report.

A certificate pursuant to Para E Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, from M/s K. L Vyas and Company, Statutory Auditors of the Company regarding compliance of conditions of Corporate Governance as stipulated under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is attached as "Annexure 4" to this Report.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has adopted a Whistle Blower Policy, as part of vigil mechanism and has revised the Whistle Blower policy in the meeting of Board in confirmation with Section 177(9) of the Companies Act, 2013 and Regulation 22 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, to provide Directors and employees an avenue to lodge Complaints, in line with the commitment of Company to the highest possible standards of ethical, moral and legal business conduct and its commitment to open communication and to provide necessary safeguards for protection of employees from reprisals or victimization, for whistle-blowing in good faith.

It is affirmed that no personnel of the Company have been denied to access to the Chairman of Audit Committee. The details of the policy have been disclosed in the Corporate Governance Report, which forms a part of the Annual Report and is also available on https://shilindore.com/wp-content/uploads/2025/08/Whistle_Blower___Vigil_Mechanism_Policy.pdf

MANAGEMENT DISCUSSION & ANALYSIS

Pursuant to the provisions of Regulation 34(2)(e) read with Para B Schedule V of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Managements Discussion and Analysis Report on Companys performance industry trends and other material changes with respect to the Company and its subsidiaries, wherever applicable, forms part of this Annual Report.

MANAGING DIRECTOR & CHIEF FINANCIAL OFFICER CERTIFICATION

In terms of Regulation 17(8) read with Part B of Schedule II of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Managing Director and Chief Financial Officer of the Company have issued a certificate authenticating Financial Statements for the Financial Year 2024-25 which provides a true and fair view of the affairs of the Company and the said certificate dated 23^rd May, 2025 was placed before the Board in its meeting held on 23^rd May, 2025 and was reviewed and taken on record by the Board. The said Certificate is attached as "Annexure-5" to this Annual Report. Since theres no Chief Executive Officer in the Company, therefore certificate is taken from

Managing Director and Chief Financial Officer of the Company.

STATEMENT BY THE COMPANY WITH RESPECT TO THE COMPLIANCE OF THE PROVISIONS RELATING TO THE MATERNITY BENEFIT ACT 1961

Your Company is in compliance with all the relevant provisions relating to the Maternity Benefit Act 1961. The company ensures that all applicable rights and benefits under the Act are provided to eligible female employees in accordance with the statutory guidelines.

RATIO OF THE REMUNERATION OF EACH DIRECTOR TO THE MEDIAN EMPLOYEES REMUNERATION AND PARTICULARS OF EMPLOYEES

The Company firmly believes that a well-planned Human Resource Management program that is tailored to your organization and staff can actually improve your businesss bottom line.

Our Company follows a performance measuring tool like Key Performance Indicators (KPI), applicable depending on their position in the organization, by which periodical evaluation of the employees performance is done based on their area of working. This also encourage them to work hard and efficiently at all levels of work. The Company has total number of permanent employees on roll as at 31^st March, 2025 were 556.

The Board of Directors affirms that the remuneration paid to Directors, senior management and other employees is in accordance with the remuneration policy of the Company. The Disclosure required under Section 197(12) of the Companies Act, 2013 read with the Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended up to date, is annexed as "Annexure- 6" and forms an integral part of the Board Report. None of the employee of the company is drawing more than Rs. 102.00 Lakhs per annum or Rs.8.50 Lakhs per month for the part of the year, during the year under review. Therefore, Particulars of the employees as required under Section 197 of Companies Act, 2013 read with rule 5(2) & rule 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are not applicable during the year under review. Details of top ten employees in terms of the remuneration and employees in receipt of remuneration as prescribed under rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, containing details prescribed under rule 5(3) of the said rules, will be made available to any member on request, as per provisions of section 136(1) of the Act.

DEMATERIALIZATION OF SHARES AND LIQUIDITY

The Companys shares are compulsorily traded in dematerialized form on BSE Limited. The Company have connectivity with the depositories viz. National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL), as prescribed by the Securities and Exchange Board of India. Equity shares of the Company representing 100% of the Companys equity share capital are dematerialized as on 31^st March, 2025. Under the Depository System, the International Securities Identification Number (ISIN) allotted to the Companys shares is INE07G501017.

PAYMENT OF LISTING FEE AND CUSTODIAL FEE

Your Company has paid both Annual Listing Fee and Annual Custodial Fee for the Financial Year 2024-25 and 2025-26 to the BSE Limited and to the depositorys i.e. National Securities and Depositories Limited (NSDL) and Central Depository Services (India) Limited (CDSL) respectively.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGOES

Your Company is continuously striving towards conservation of energy across all its units and has also earned foreign currency in Financial Year 2024-25, complete details with regard to Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and outgo in accordance with the provisions of Section 134 (3)(m) of the Companies Act 2013 read with Rule 8(3) of Companies (Accounts) Rules, 2014 has been disclosed in "Annexure-7" to this Annual Report.

COMPLIANCE WITH SECRETARIAL STANDARDS

During the year under review, the Company has complied with Secretarial Standards on Board meeting and General meeting, as applicable on the Company, issued by Institute of Company Secretaries of India.

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

There have been no material changes and commitments, affecting the financial position of the Company which occurred between the end of the financial year 2024-25 to which the financial statements relate and the date of this report.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS, COURTS AND TRIBUNALS

No significant and material order has been passed by the regulators, courts, tribunals impacting the going concern status and Companys operations.

DISCLOSURE OF PROCEEDINGS PENDING OR APPLICATION MADE UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016

No application was filed for corporate insolvency resolution process, by a financial or operational creditor or by the Company itself under the Insolvency and Bankruptcy Code before the National Company Law Tribunal.

DISCLOSURE OF REASON FOR DIFFERENCE BETWEEN VALUATION DONE AT THE TIME OF TAKING LOAN FROM BANK AND AT THE TIME OF ONE-TIME SETTLEMENT

There were no instances of one-time settlement with any Bank of Financial Institution.

OPEN OFFER MADE UNDER SEBI (SUBSTANTIAL ACQUISITION OF SHARES AND TAKEOVERS) REGULATIONS, 2011

Century 21 Officespace Private Limited ("Acquirer") along with persons acting in concert ("PAC"), namely Century 21 Town Planners Private Limited ("PAC 1"), M.P. Entertainment and Developers Private Limited ("PAC 2") and Print Solutions Private Limited ("PAC 3") (PAC 1, PAC 2 and PAC 3 are jointly referred to as the "PACs") have announced an Open Offer for acquisition of upto 7,92,118 fully paid-up Equity Shares of Rs. 10/- each from the shareholders of Sayaji Hotels (Indore) Limited ("Target Company"), representing 26% of its

Total Share Capital, at a price of Rs. 1,250/- per Equity Share ("Offer Price") aggregating to total consideration of Rs. 99,01,47,500/- (Rupees ninety-nine crore one lakh forty-seven thousand five hundred only) payable in ‘cash ("Offer").

The Public Announcement was made for Open Offer (the "Offer") for acquisition of up to 7,92,118 (Seven lakh ninety-two thousand one hundred and eighteen only) fully paid up Equity Shares of Rs. 10 each (the "Equity Shares") of Sayaji Hotels (Indore) Limited (the "Target Company") representing 26.00% of the Equity Share Capital of the Company with an intention to acquire control of the Target Company pursuant to and in compliance with Regulation 3(1) and 4 read with Regulations 13(2)(a) and 15(1) of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011.

In connection with the Open Offer, below mentioned documents are issued by the Manager to the Offer i.e. Systematix Corporate Services Limited on behalf of the Acquirer and the PACs and the same are duly filed with the BSE by the company

• Public Announcement dated 28^th March, 2025

• Detailed Public Statement dated 7^th April, 2025

• The Draft Letter of Offer dated 16^th April, 2025

• Corrigendum to the Detailed Public Statement dated 11^th July, 2025

• The Letter of Offer dated 16^th July, 2025.

• Recommendation of Committee of Independent Director on Open Offer Approved in their meeting held on 18^th July,2025 and Newspaper Publication of Recommendation dated 21^th July, 2025

• Pre-Offer Public Announcement dated 24^th July, 2025.

CODE OF CONDUCT

Regulation 17(5) of the SEBI Listing Regulations, 2015 requires listed companies to lay down a Code of Conduct for its Directors and senior management, incorporating duties of Directors as laid down in the Companies Act, 2013. The Company has adopted Code of Conduct for all Directors and Senior Management of the Company and the same has been hosted on the website of the company at https://shilindore.com/wp-content/uploads/2025/05/Code_of_Conduct_for_Board_and_Senior_Management.pdf All Directors and Senior Management personnel have affirmed compliance with the Code for 2024-25. Declaration on adherence to the code of conduct is annexed as "Annexure-8."

FAMILIARIZATION PROGRAMME OF INDEPENDENT DIRECTORS

Your Company has familiarized the Independent Directors, with regard to their roles, rights, responsibilities, nature of the industry in which your Company operates, the business model of your Company etc. The Familiarization Programme was imparted to the Independent Directors during the meetings of the Board of Directors. The Familiarization Programme for Independent Directors is uploaded on the website of your Company, and is accessible at: https://shilindore.com/wp-content/uploads/2025/01/Familiarization_programme_for_Independent_directors.pdf

POLICIES

The Company has adopted various policies under the Companies Act, 2013, SEBI (Prohibition of Insider Trading) Regulations, 2015, SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and other applicable laws.

All the policies are amended as required from time to time and are available at the Companys website under Investors head which can be accessed through link: https://shilindore.com/investors/#1707317270710-2719f301-7f97

WEB ADDRESS OF ANNUAL RETURN

Pursuant to Section 92(3) and Section 134 (3) (a) of the Companies Act, 2013, web address of the annual return as on 31st March, 2025 in form MGT-7 is https://shilindore.com/wp-content/uploads/2025/08/To_be_uploaded_soon.pdf

ACKNOWLEDGEMENT AND APPRECIATION

Your Directors place on record their deep appreciation to employees at all levels for their hard work, dedication and commitment. The enthusiasm and unstinting efforts of the employees have enabled the Company to remain a fighter during this unfavorable time.

The Board places on record its appreciation for the support and co-operation your Company has been receiving from its suppliers, distributors, retailers, vendors and others associates. Your Directors also take this opportunity to thank all Shareholders, Clients, Vendors, Banks, Government and Regulatory Authorities and Stock Exchanges for their continued support.

For and on behalf of Board of Directors	Sd/-	Sd/-
	Mr. Thottappully Narayanan Unni	Raoof Razak Dhanani
Date: 12th August, 2025	Chairman and Independent Director	Managing Director
Place: Indore	DIN: 00079237	DIN: 00174654