Sayaji Hotels Director Discussions


TO,

THE MEMBERS SAYAJI HOTELS LIMITED

The Board of Directors of your Company, with extensive gratification is presenting the 41st Annual Report of your Company for the year ended 31st March, 2024.

FINANCIAL HIGHLIGHTS

The financial performance on the basis of Standalone & Consolidated Financial Statements for the year ended 31st March, 2024 is summarized as below:

Standalone (Rs. In Lakhs)

Consolidated (Rs. In Lakhs)

Particulars Current

Financial

Year

31.03.2024

Previous

Financial

Year

31.03.2023

(Restated)

Financial

Year

31.03.2024

Previous Financial Year

31.03.2023

(Restated)

Revenue from Operations 11,176.32 11,498.21 11,176.32 11,498.21
Other Income 469.96 2,675.48 486.08 315.68
Total income 11,646.28 14,173.69 11,662.40 11,813.89
Total Operating Expenditure 7,459.16 8,184.62 7,460.20 8,185.45
Profit/(loss) before Depreciation, Finance costs, Exceptional items and tax expense 4,187.12 5,989.07 4,202.20 3,628.44
Less:

Depreciation/Amortization/Impairment

1,143.38 1,011.37 1,143.38 1,011.37
Profit/(Loss) before Finance cost, Exceptional items and Tax Expense 3,043.74 4,977.70 3,058.82 2,617.07
Less: Finance Costs 737.69 775.61 738.75 788.62
Profit/(loss) before Exceptional items and Tax Expense 2,306.05 4,202.09 2,320.07 1,828.45
Add/(less): Exceptional items
Profit /(Loss) before Tax Expense and Share of Profit/(Loss) of the Associates 2,306.05 4,202.09 2,320.07 1,828.45
Share of Profit/(Loss) of the Associates

-

-

(398.21) 506.55
Profit /(Loss) before Tax Expense 2,306.05 4,202.09 1,921.86 2,335.00
Less: Tax Expense - Current & Deferred 484.64 1,262.67 488.20 1,281.55
Profit/ (loss) for the year (1) 1,821.41 2,939.42 1,433.66 1,053.45
Other Comprehensive Income/(loss)(2) (31.57) 1.05 (58.30) (21.19)
Total (1+2) 1,789.84 2,940.47 1,375.36 1,032.26

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 2023-24 as well as the future outlook.

DIVIDEND

In order to conserve cash and ensure liquidity for the operations in the coming years, directors have considered it prudent to not propose any dividend on the shares of the Company for the Financial Year ended on 31st March, 2024.

TRANSFER TO RESERVES

During the year under review, the Board of Directors has decided to retain the entire amount of profit for FY 2023-24 appearing in the statement of profit and loss.

CAPITAL STRUCTURE

As on the financial year ended 31st March, 2024, the:

• Authorized Share Capital

The authorized share capital of the Company is Rs. 32,10,00,000 (Rupees Thirty-Two Crores Ten Lakhs Only) divided into 3,21,00,000 Equity Shares of Rs. 10/- each.

• Paid Up Share Capital

The paid-up equity share capital of the Company is Rs. 17,51,79,770 (Rupees Seventeen Crores Fifty-One Lakhs Seventy-Nine Thousand Seven Hundred and Seventy Only) divided into 1,75,17,977 Equity Shares of Rs. 10/- each.

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

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

The Company has redeemed its Unlisted 10% Cumulative Redeemable Preference Shares of Rs. 100/- each and has extinguished the ISINs related to such Preference Shares.

DEPOSITS FROM PUBLIC

During the year, your Company did not accept 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.

LOAN FROM DIRECTORS

During the year under review the Company has not received any amount as loan from director of the Company.

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

In terms of Section 131 of the Act, the Financial Statements and Boards Report are in compliance with the provisions of Section 129 or Section 134 of the Act and that no revision has been made during any of the three preceding financial years.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

Provisions of Section 186 of the Act 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, except as provided in the financial statements of the Company.

UPGRADATION AND ADDITIONS

M/s. Sayaji Hotels Limited has signed and entered into 24 (Twenty-Four) Management and Lease Agreements for the expansion of its Brand by having new properties in Following places:

Brand Name Place State

Sayaji

Udaipur Rajasthan
Tadoba Maharashtra
Gwalior Madhya Pradesh
Khandala Maharashtra
Lonavala Maharashtra
Raipur Chhattisgarh

Effotel by Sayaji

Goa Goa
Taloja Maharashtra
Pithampur Madhya Pradesh
Sangli Maharashtra
Junagadh Gujarat

Enrise by Sayaji

Amravati Maharashtra
Kevadiya Gujarat
Dahisar Maharashtra
Latur Maharashtra
Bhuj Gujarat
Lonavala Maharashtra
Hoshangabad Madhya Pradesh
Sawer Madhya Pradesh
Dwarka Gujarat
Ujjain Madhya Pradesh
Gandhidham Gujarat
Solapur Maharashtra
Gulbarga Karnataka

This expansion plan will lead to an addition of around 1692 new rooms into the portfolio. It aims at strengthening and increasing presence on PAN India basis.

COMPOSITE SCHEME OF AMALGAMATION AND ARRANGEMENT

The Honble National Company Law Tribunal, Chennai Bench through its order dated July 11, 2023 has approved the Composite Scheme of Amalgamation and Arrangement between Sayaji Hotels Limited (“Demerged Company” or “SHL”), Ahilya Hotels Limited (“Transferor Company 1”), Sayaji Hotels (Indore) Limited (Formerly known as Sayaji Hotels (Vadodara) Limited) (“Resulting Company 1” or “SHIL”), Sayaji Hotels (Pune) Limited (“Resulting Company 2 ” or “SHPL”) and Sayaji Hotels Management Limited (“Transferor Company 2”) and their respective Shareholders and Creditors under the provisions of Sections 230 to 232 read with Section 52 and 66 and other applicable provisions of the Companies Act, 2013.

Upon the Composite Scheme becoming effective and with effect from the Appointed Date, all the Demerged Undertakings of the Demerged Company, together with all its properties, assets, rights, benefits and interest therein, stood transferred to and vested in the Resulting Companies.

Both the Resulting Companies, i.e., “Sayaji Hotels (Indore) Limited” and “Sayaji Hotels (Pune) Limited” strategically transformed into a Listed Company through the Scheme of Arrangement and “Sayaji Hotels (Indore) Limited” obtained trading approval on 11th January, 2024 and subsequently listing its shares on the Bombay Stock Exchange on January 15th, 2024 and “Sayaji Hotels (Pune) Limited” obtained the trading approval on 24th January, 2024 and subsequently listing its shares on the Bombay Stock Exchange on 29th January, 2024.

Both the Transferor Companies, i.e., Ahilya Hotels Limited (“Transferor Company 1”) and Sayaji Hotels Management Limited (“Transferor Company 2”) amalgamated into the Sayaji Hotels Limited (“Demerged Company” or “SHL”).

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://savaiihotels.com/images/pdf/policies/policv-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.

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.

SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES

As on 31st March, 2024, your Company has 1 (One) Wholly-Owned Subsidiary and 1 (One) Associate Company which are here as under:

Wholly Owned Subsidiary Company Associate Company
Sayaji Housekeeping Services Limited Barbeque-Nation Hospitality Limited

In accordance with Section 129(3) of the Act read with Rule 8(1) of Companies (Accounts) Rules, 2014, the Consolidated Financial Statements of the Company and its subsidiary and associate have been prepared by the Company and a separate statement containing the salient features of the financial statement of its subsidiary and associate company in form AOC-1 is attached as ‘Annexure - 1 to this Annual Report.

In terms of provisions of Section 136 of the Act, separate audited accounts of the subsidiary company shall be available on Companys website https://savaiihotels.com/investors/. The Company will make available physical copies of these documents upon request by any shareholder of the Company interested in obtaining the same and are available for inspection by any Member of the Company at the Registered Office of the Company.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Board of Directors formulated a Corporate Social Responsibility (CSR) Policy for your Company pursuant to the provisions of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, (including any statutory modification(s) or re-enactment(s) thereof for the time being in force), on the recommendations of the Board of Directors of the 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://sayaiihotels.com/images/pdf/policies/Corporate Social Responsibility Policy.pdf.

In the Financial Year 2022-23, the average net profit of the Company exceeded the limits as mentioned under Section 135 of the Companies Act, 2013, i.e., net profit of Rs. 5 Crores (Rupees Five Crores Only) and thus the provisions of Corporate Social Responsibility (CSR) becomes applicable on the Company for the Financial Year 2023-24 for the very first time.

Therefore, the Company has made expenditure of Rs. 49,83,431/-, i.e., two percent of the average net profits of the Company made during the three immediately preceding financial years in the trusts Palghar Memon Welfare Trust and Jan Jagrati Sevarth Sansthan as per the provisions of the Act and CSR Rules made thereunder through cheques dated 30th March, 2024 amounting to Rs. 10,00,000/- and Rs.

39,83,431/- respectively before 31st March, 2024. Furthermore, the detailed information is provided in Annexure - 2 attached with the report in accordance with Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014.

Since, the amount to be spent on CSR activities does not exceed Rs. 50,00,000/- (Rupees Fifty Lakhs Only), the Company is not required to constitute the CSR Committee and thus the functions of such Committee provided under Section 135 are discharged by the Board of Directors of the Company.

PROHIBITION OF INSIDER TRADING

The Company had 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 SEBI (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://savaiihotels.com/images/pdf/Annexure 1 Code of Conduct.pd f,https://savaiihotels.com/images /pdf/Annexure 2 Code of Fair Disclosure.pdf.

BOARD OF DIRECTORS AND OTHER KEY MANAGERIAL PERSONNEL

As at 31st March, 2024, the composition of the Board of Directors was in accordance with the provisions of Section 149 of the Act and Regulation 17 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, with an optimum combination of Executive, Non-Executive and Independent Directors.

As on the date of this Annual Report, the Board of Directors of the Company consists of 6 members. The Board consists of Managing Director, Whole time Director, 2 Independent Directors and 2 Additional Directors and Key Managerial Personnel, the details of which are as under:

Name Designation
Mr. Abhay Chintaman Chaudhari Independent Director, Chairperson
Mr. Raoof Razak Dhanani Managing Director
Mrs. Suchitra Dhanani Whole Time Director
Mrs. Isha Garg Independent Director
Mr. Nimesh Kumar Gandhi Additional - Independent Director
Mr. Mohammed Yusuf Abdul Razak Dhanani Additional - Non Executive Director
Mr. Sandesh Khandelwal Chief Financial Officer
Mr. Ankur Bindal Company Secretary and Compliance Officer

CHANGES IN THE COMPOSITION OF BOARD OF DIRECTORS

During the year under review, Mr. Thottappully Narayanan Unni (DIN: 00079237), Independent Director, Chairman of Company ceased to be Chairman and Independent Director of the Company with effect from 31st March, 2024 and Mr. Abhay Chintaman Chaudhari was appointed as Chairman of the Board as well as of the Audit Committee, the Stakeholders Relationship Committee and the Independent Directors Committee.

Further, Mr. Nimesh Kumar Gandhi was appointed as an Additional Director - Independent Category w.e.f. 29th March, 2024 and Mr. Mohammed Yusuf Abdul Razak Dhanani was appointed as an Additional Director - Non-Executive Category w.e.f. 29th March, 2024 during the year under review.

Furthermore, the first term of Mr. Saquib Salim Agboatwala (DIN: 06611659) as an Independent Director of the Company had expired on 13th February, 2024.

STATEMENT ON DECLARATION BY INDEPENDENT DIRECTORS

Pursuant to the provisions of Section 149 of the Companies Act, 2013, all the Independent Directors have submitted declarations that each of them meets the criteria of independence as provided in Section 149(6) of the Act along with Rules framed thereunder and Regulation 16(1)(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

In terms of Regulation 25(8) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”), they have confirmed that they are not aware of any circumstance or situation, which exist 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. Also pursuant to Rule 6(3) of Companies (Appointment and Qualification of Directors) Rules, 2014. they declared that the provisions of Sub-Rule (1) and Sub-Rule (2) of Rule 6 of the said rules has been complied with.

The Board of Directors, after considering due assessment of the veracity of the declaration submitted by the Independent Directors under sub section (6) of Section 149 of the Act read with sub-regulation (9) of Regulation 25 of the Listing Regulations, was of the opinion that all the Independent Directors meet the criteria of independence and have adequate expertise, integrity, proficiency and experience for discharging their duties.

FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTOR

Your Company believes that a Board which is well familiarized with the Company and its affairs, can contribute significantly to effectively discharge its role of trusteeship in a manner that fulfils stakeholders aspirations and societal expectations. In pursuit of this, the Directors of the Company are updated on changes/developments in the domestic/global corporate and industry scenario including those pertaining to statutes/legislations & economic environment and on matters significantly affecting the Company, to understand their roles and responsibilities, nature of the industry in which the Company operates, business model of the Company which enable them to take well informed and timely decisions.

All Independent Directors are taken through a detailed induction and familiarization programme when they join the Board of your Company and are provided with induction kits which, inter alia, include the Companys Memorandum and Articles of Association, Code of Conduct of Board of Directors, Code of Conduct for Prevention of Insider Trading and other relevant documents. Updates on relevant statutory changes are briefed to the Directors at their meeting.

Apart from the above, the Directors are also given an update on the environmental and social impact of the business, corporate governance, regulatory developments and investor relations matters.

Further, during the year, presentations were also made from time to time at the Board and its committee meetings, on regular intervals, covering the business and financial performance of the Company, business outlook and budget, expansion plans, succession plans etc. The details of familiarization programme attended by Independent Directors is available on the website at https://savaiihotels.com/images/familiarization%20programme%20for%20Independent%20directors.pdf.

SEPARATE MEETING OF INDEPENDENT DIRECTORS AND PERFORMANCE EVALUATION OF BOARD BY THEM

During the year under review, a separate meeting of Independent Directors was held on 29th day of March, 2024 without the presence of non-independent directors and members of the management pursuant to Schedule V of the Act and Regulation 25(3) and (4) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, details of which is present in the Corporate Governance Report forming part of this Annual Report.

RETIREMENT BY ROTATION

Mr. Raoof Razak Dhanani, Managing Director (DIN: 00174654) will retire by rotation at the ensuing Annual General Meeting (‘AGM) of your Company and being eligible, offers himself for re-appointment in accordance with the provisions of Section 152(6) of the Act read with Articles of Association of the Company.

The disclosure pertaining to the director being re-appointed as required pursuant to the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standards - 2 is given in the explanatory statement to the Notice convening the AGM, forming part of this Annual Report.

MEETINGS OF THE BOARD AND ITS EFFECTIVENESS

During the year under review, your Board has met Nine (9) 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.

Further, the Company for effectiveness of Board process has adopted the Governance Guidelines which inter alia, cover aspects related to composition and role of the Board, Chairman and Directors, Board diversity, definition of independence, Directors term, retirement age and Committees of the Board. It also covers aspects relating to nomination, appointment, induction and development of Directors, Directors remuneration, Code of Conduct, Board Effectiveness Review and mandates of Board Committees.

COMMITEES OF THE BOARD OF DIRECTORS

During the year under review, the Company has 6 (Six) Committees as mentioned below and details with respect to the compositions, charters and meetings held are given in detail in the Corporate Governance Report forming part of this Annual Report:

• Audit Committee

• Borrowing and Investment Committee

• Nomination and Remuneration Committee

• Stakeholders Relationship Committee

• Scheme Implementation Committee

• Independent Directors Committee

The details of Composition of the above-mentioned Committees are also available on the Companys website https://sayaiihotels.com/images/pdf/composition-various-committees/Committes%20of%20Board.pdf.

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 SEBI (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://sayaiihotels.com/images/pdf/policies/Nomination and Remuneration Policv.pdf.

AFFIRMATION ON COMPLIANCE WITH CODE OF CONDUCT OF THE COMPANY

Pursuant to Regulation 17 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, your Company has adopted a Code of Conduct for its employees including the Managing Director and Executive Directors and Senior Management. In addition, the Company has also adopted a Code of Conduct for its Non-Executive Directors and Independent Directors. These Codes are available on the Companys website at https://sayaiihotels.com/images/pdf/code-of-

conduct/Code of Conduct for Board and Senior Management 2.pdf.

All Directors and members of Senior Management have as on 31st March 2024, affirmed their compliance with:

• Code of Conduct for Board of Directors and Senior Management

Code for Independent Directors, as applicable.

The Company has obtained a Certificate from the Managing Director regarding compliance of the codes as stipulated above. The Certificate is appended as “Annexure - 3” to this Annual Report.

ANNUAL EVALUATION OF THE BOARD

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors of your Company has carried out a formal annual evaluation of the performance of the Board as a whole, its Committees and of individual directors through a structured questionnaire, prepared after taking into consideration the guidance note issued by SEBI and ICSI on Board evaluation, covering various aspects of the Boards functioning, Committee effectiveness, directors efficiency on individual basis etc.

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 security;

• Risk of deterioration of financial health and business interruption;

• Risk of inadequate compliance;

• Risk of Guest and Staff behavior; and

• Risk of impact on reputation and fraud.

Along with this Statutory as well as Internal Auditors report to the Audit Committee during their audit and highlight risks, if any, associated with organization and also suggest the appropriate measures, in consultation with the management and the Audit Committee, which can be taken by the Company in this regard. The Statutory Auditors also report to the Audit Committee of any instance of non-adherence to the procedures and manual which may increase the risk of frauds in the organization.

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://savaiihotels.com/images/pdf/policies/Risk Management Policy.pdf There has been no change in the policy during the year under review.

MATERIAL DEVELOPMENTS IN HUMAN RESOURCE AND REMUNERATION OF EMPLOYEES

Your Company firmly believes that a well-planned HRM program that is tailored to your organization and staff can actually improve your businesss bottom line.

Our teams are integral to our business. We have embraced a culture of excellence and meritocracy to nurture our people. We believe in selecting the right talent, training them and instilling in them the spirit of Sayajiians. We focus on developing the most superior workforce so that the organization and individual employees can accomplish their work goals in service to customers. We aim also at achieving advance flexibility, innovation, competitive advantage and improved business performance.

Sayaji follows a performance measuring tool like Balance Score Card (BSC) and 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 31st March, 2024 was 557 across all its hotel units. The information required under Section 197(12) of the Act, read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is furnished in the ‘Annexure - 4 to this Annual report.

Further, none of the employee in the Company falls under the provision of Section 197(12) of the Act and Rule 5(2) and 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

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 maintain ed 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 2023-24.

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, which are given here below:

Corporate Social Responsibility Policy

Familiarization Programme for Independent directors

Material Subsidiary Policy

Related Party Transaction Policy

Risk Management Policy

Nomination and Remuneration Policy

Policy for Determination of Materiality

• Policy for Preservation of the Documents and Archival of Documents

• Business Responsibility Policy

• Policy for Procedure of Inquiry in Case of Leak of Unpublished Price Sensitive Information (“UPSI”)

• Whistle Blower & Vigil Mechanism Policy

• Policy on Sexual Harassment

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://savaiihotels.com/investors/.

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, 2024, 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 profit of the Company at the end of the Financial Year 202324;

• 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 31st March, 2024 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-5 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 is 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://savaiihotels.com/images/pdf/Annexure 4 RPT 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

M/s Manish Joshi and Associates, Chartered Accountants (Firm Registration No: 011631C) were appointed with your approval as the Statutory Auditors of the Company for a period of 5 consecutive years at the 40th Annual General Meeting (AGM) of the Company held on 2nd day of November 2023 to hold the office till the conclusion of the AGM to be held in the Year 2028.

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 2023-24 whose report is attached separately to this report as “Annexure - 6” of this Report.

The Company has undertaken an audit for the year ended 31st March, 2024, 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://savaiihotels.com/investors/.

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 as the services of the Company are not covered under the said rules and limits.

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 SEBI (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. Manish Joshi and Associates, 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 - 7 to this Report.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has adopted a Whistle Blower Policy, as part of vigil mechanism in confirmation with Section 177(9) of the Companies Act, 2013 and Regulation 22 of SEBI (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.

The purpose of this policy is to provide a framework to protect employees wishing to raise a concern about serious irregularities within the Company. 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://sayaiihotels.com/images/pdf/whistle-blower-vigil- mechanism/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 SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Managements Discussion and Analy sis Report on Companys performance - industry trends and other material changes with respect to the

Company and its subsidiary, wherever applicable, forms part of this Annual Report. MD & CFO CERTIFICATION

In accordance with the provisions of Regulation 17(8) read with Part B of Schedule II of the SEBI (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 2023-24 which provides a true and fair view of the affairs of the Company and the said certificate dated 28th May, 2024 was placed before the Board in its meeting held on 28th May, 2024 and was reviewed and taken on record by the Board. The said Certificate is attached as “Annexure - 8” to this Annual Report. Since theres no CEO in the Company, therefore certificate is taken from MD and CFO of the Company.

CONSOLIDATED FINANCIAL STATEMENTS

Section 129(3) of the Companies Act, 2013, requires preparation of consolidated financial statements of the Company and of all the subsidiaries including associate company and joint venture businesses in the same form and manner as that of its own. In conformity with the above section and Indian Accounting Standards (Ind AS) notified under the Companies (Indian Accounting Standards) Rules, 2015 the Company has prepared Consolidated Financial Statements which are forming part of this Annual Report.

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 2023-24, 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 - 9” 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 2023-24 to which the financial statements relate and the date of this report.

DEMATERIALIZATION OF SHARES AND LIQUIDITY

The Companys shares are compulsorily traded in dematerialized form on Bombay Stock Exchange (BSE). 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 98.86% of the Companys equity share capital are dematerialized as on 31st March, 2024. Under the Depository System, the International Securities Identification Number (ISIN) allotted to the Companys Equity shares is INE318C01014.

PAYMENT OF LISTING FEE AND CUSTODIAL FEE

Your Company has paid both Annual Listing Fee and Annual Custodial Fee for the Financial Year 202324 to the BSE Limited and to the depositories, i.e., National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) respectively.

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 in future.

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

No application was filed for Corporate Insolvency Resolution Process, by any financial or operational creditor or by the Company itself under the IBC before the NCLT.

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.

GENERAL

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:

• Details relating to deposits covered under Chapter V of the Companies Act, 2013;

• Issue of Equity Shares with differential rights as to dividend, voting or otherwise;

• Issue of shares (including sweat equity shares) to employees of the Company under any scheme save and ESOS;

• No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Companys operations in future.

CERTIFICATE FROM PRACTICING COMPANY SECRETARY OF NONDISQUALIFICATION OF DIRECTORS

The Company has obtained a certificate dated 28th May, 2024 from M/s. Neelesh Gupta & Co., Practicing Company Secretaries in accordance with the provisions of Regulation 34(3) and Schedule V Para C Clause (10) (i) of LODR Regulations, 2015 confirming that none of the Directors on the Board of the Company have been debarred or disqualified from being appointed or continuing as Directors of Company by the Securities and Exchange Board of India (SEBI) and Ministry of Corporate Affairs (MCA) or any such statutory authority and the same is annexed hereto as ‘Annexure - 10.

WEB ADDRESS OF ANNUAL RETURN

Pursuant to the provisions of Section 92(3) and Section 134(3)(a), web address of the annual return as on 31st March, 2024 in form MGT-7 is https://savaiihotels.com/images/Form MGT 7 Website%20Updation,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 Company looks upon them as partners in its progress, it will be your Companys endeavor to build and nurture strong links with them based on mutuality of benefits, respect for and co-operation with each other, consistent with consumer interests.

Your Directors also take this opportunity to thank all Shareholders, Clients, Vendors, Banks, Government and Regulatory Authorities and Stock Exchanges for their continued support.

Place: Indore

Date: 28th May, 2024

Ab h ay C hitn aman Chau d hari

Chairman

DIN:06726836