Sayaji Hotels Ltd Directors Report

TO,

THE MEMBERS SAYAJI HOTELS LIMITED

The Board of Directors of your Company, with extensive gratification is presenting the 42nd Annual Report of your Company along with the Audited Financial Statements for the financial year ended 31st March, 2025.

FINANCIAL HIGHLIGHTS

The financial performance on the basis of Standalone & Consolidated Financial Statements for the financial year ended 31st March, 2025 is summarized as below:

	Standalone		Consolidated
	(Rs. In Lakhs)		(Rs. In Lakhs)
Particulars	Current Financial Year 31.03.2025	Previous Financial Year	Current Financial Year 31.03.2025	Previous Financial Year
		31.03.2024		31.03.2024
Revenue from Operations	13,827.62	11,176.32	13,827.62	11,176.32
Other Income	323.19	469.96	339.73	486.08
Total income	14,150.81	11,646.28	14,167.35	11,662.40
Total Operating Expenditure	10,264.88	7,459.16	10,265.86	7,460.20
Profit/(loss) before Depreciation, Finance costs, Exceptional items and tax expense	3,885.93	4,187.12	3,901.49	4,202.20
Less: Depreciation/Amortization/Impairment	1,529.55	1,143.38	1,529.55	1,143.38
Profit/(Loss) before Finance cost, Exceptional items and Tax Expense	2,356.38	3,043.74	2,371.94	3,058.82
Less: Finance Costs	1,045.55	737.69	1,045.67	738.75
Profit/(loss) before Exceptional items and Tax Expense	1,310.83	2,306.05	1,326.27	2,320.07
Add/(less): Exceptional items			-
Profit /(Loss) before Tax Expense and Share of Profit/(Loss) of the Associates	1,310.83	2,306.05	1,326.27	2,320.07
Share of Profit/ (Loss) of the Associates	.	.	(824.98)	(398.21)
Profit /(Loss) before Tax Expense	1,310.83	2,306.05	501.29	1,921.86
Less: Tax Expense - Current & Deferred	289.82	484.64	293.76	488.20
Profit/ (loss) for the year (1)	1,021.01	1,821.41	207.53	1,433.66
Other Comprehensive Income/(loss)(2)	(31.03)	(31.57)	(70.52)	(58.30)
Total (1+2)	989.98	1,789.84	137.01	1,375.36

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 31st March, 2025, 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 non-convertible securities.

The Companys equity shares are listed with the Bombay Stock Exchange Limited having SCRIP Code: "SAYAJIHOTL" and ISIN: "INE318C01014"

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, 2025.

TRANSFER TO RESERVES

During the year under review, the Board of Directors has decided to retain the entire amount of profit for the Financial Year 2024-25 appearing in the statement of profit and loss.

PROPOSED RIGHTS ISSUE OF EQUITY SHARES

The Board of Directors of the Company at its meeting no. 04/2024-25 held on Tuesday, 14th January, 2025 had approved the proposal of fund raising by way of Rights Issue of Equity Shares for an amount not exceeding Rs. 50 Crores (Rupees Fifty Crores Only) for long term expansion plans of the Company. The Company is under the process of completing necessary formalities and compliances which are required for the proposed rights issue of equity shares. The public disclosure of the same has been duly given at the Stock Exchange, i.e., Bombay Stock Exchange and is also available on the website of the Company at www.sayaiihotels.com.

The Board had constituted the Rights Issue Committee on the aforesaid meeting consisting of three members which are as mentioned below to carry out all the activities and do all such acts, deeds and things as may be necessary for the conduct of Rights Issue.

Sr. No.	Name of the Director	Designation	Category
1.	Mr. Abhay Chintaman Chaudhari	Chairman	Non-Executive Independent Director
2.	Mr. Raoof Razak Dhanani	Member	Managing Director
3.	Mr. Sandesh Khandelwal	Member	Chief Financial Officer

RECLASSIFICATION OF PROMOTERS FROM "PROMOTER AND PROMOTER GROUP CATEGORY TO PUBLIC CATEGORY"

The Company has made the application and submissions to Bombay Stock Exchange on 9th December, 2022 for obtaining the approval for reclassification of Mr. Kayum Razak Dhanani and Mrs. Bipasha Dhanani from Promoter and Promoter Group category to Public Category. The Bombay Stock Exchange vide its letter LIST/COMP/ AS/1545/2024-25 dated 7th January, 2025 has approved the said application for reclassification. The disclosure dated 7th January, 2025 with respect to the aforesaid re- classification has been duly given to the stakeholders and is also available on the website of the Company, i.e., www.savajihotels.com. The summary of the Shareholding Pre-Reclassification & Post-Reclassification is as follows:

Quarter	Promoter Holding		Public Holding
	Shares Held	Percentage	Shares Held	Percentage
Pre- Reclassification	1,31,29,590	74.95	43,88,387	25.05
Post- Reclassification	1,15,33,542	65.84	59,84,435	34.16

SHIFTING OF REGISTERED OFFICE

During the financial year under review, the Registered Office of the Company has been shifted from State of Tamil Nadu to the State of Gujarat (within the jurisdiction of Registrar of

Companies, Ahmedabad) vide the order of Honble Regional Director, Southern Region, Chennai, Tamil Nadu dated 18th February, 2025. All the compliances post to the order of Honble Regional Director has been duly complied with.

Further during the current financial year, Company has duly received the Certificate of Registration of Regional Director order for Change of State dated 6th May, 2025 from ROC, Ahmedabad.

Further The disclosure dated 21st February, 2025 and 6th May, 2025 with respect to the aforesaid change of registered address of the company has been duly given to the Designated Stock Exchange i.e. BSE Limited and is also available on the website of the Company, i.e., www.sayajihotels.com.

SHIFTING OF THE PLACE WHERE THE BOOKS OF ACCOUNTS ARE MAINTAINED

During the year under review, the Board of Directors approved the shifting of the place where the books of account and other relevant books and papers of the Company are maintained from Amber Convention Centre, Bypass Road Near Best Price, Hare Krishna Vihar, Nipania, Indore, Madhya Pradesh, India, 452010 to H/1, Scheme, No. 54, Vijay Nagar, Indore, Madhya Pradesh - 452010 India with effect from 13th August, 2024, in accordance with the provisions of Section 128 of the Companies Act, 2013.

The Company has filed the necessary intimation with the Registrar of Companies in Form AOC-

5.

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 financial year under review, the Company availed loans from its Directors, a substantial portion of which was repaid within the same period. However, as on March 31, 2025, an outstanding amount of ?28,07,157 remains payable to the Directors.

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.

OVERVIEW OF EXISTING HOTELS AND UPCOMING PROJECTS

The Sayaji Group has a strong Pan-India presence across its three brands Sayaji & Sayaji Resorts & Spa, Effotel, and Enrise - with a robust portfolio of operational and upcoming properties. Effotel and Enrise operate as integral brands under the Sayaji Group, contributing significantly to its diversified hospitality portfolio and nationwide footprint.

Under the Sayaji & Sayaji Resorts & Spa brand, there are 10 operating hotels spread across prime cities including Udaipur, Gwalior, Indore, Raipur, Kolhapur, Vadodara, Jamnagar, Pune and Rajkot, with 6 more hotels in the pipeline.

The Effotel brand operates 7 hotels located in Dehradun, Indore, Bhopal, Navi Mumbai, Vadodara, Pune, and Goa, with 2 new projects planned. The Enrise brand has the largest operational footprint with 14 hotels in cities such as Nagpur, Gwalior, Indore, Bhopal, Aurangabad, Rewa, Pune, Harda, Kevadiya, Nashik, Ahmednagar, Neemuch, Vidisha, and Dwarka, and 15 more hotels under development.

This diverse network and ambitious expansion strategy underline the Groups commitment to strengthening its presence in key business and leisure destinations across India.

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/investor/images/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 Committee has also been set up to redress complaints received on sexual harassment. Further the constitution of POSH Committee are as follows:

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

Further, the Company has complied with the provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

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

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

The Company declares that it has duly complied with the provisions of the Maternity Benefit Act, 1961. All eligible women employees have been extended the statutory benefits prescribed under the Act, including paid maternity leave, continuity of salary and service during the leave period, and post-maternity support such as nursing breaks and flexible return-to-work options, as applicable. The Company remains committed to fostering an inclusive and supportive work environment that upholds the rights and welfare of its women employees in accordance with applicable laws.

SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES

As on 31st March, 2025, 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: / /sayaiihotels.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://savaiihotels.com/investor/images/Corporate Social Responsibility Policy 2025.pdf

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.

Accordingly, the Company had complied with the requirement of CSR expenditure of two percent of the average net profits of the Company made during the three immediately preceding financial years amounting to Rs. 86,67,855.61/- (Rupees Eighty-Six Lakhs Sixty-Seven Thousand Eight Hundred and Fifty-Five and Sixty-One Paise Only). The Company has made expenditure of Rs. 86,68,000/- (Rupees Eighty-Six Lakhs and Sixty-Eight Thousand Only) in the Raginiben Bipinchandra Seva Karya Trust as per the provisions of the Act and CSR Rules made thereunder during the financial year 2024-25. 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.

The Company has also constituted the CSR Committee pursuant to the provisions of Section 135 of the Companies Act, 2013, consisting of three directors, out of which two of the directors are Non- Executive Independent Directors of the Company. The composition of the Committee is mentioned below and is also available on the website of the Company at Committees of Board SHL.pdf (sayajihotels.com)

Sr. No.	Name of the Director	Designation	Category
1.	Mrs. Isha Garg	Chairperson	Non-Executive Independent Director
2.	Mr. Raoof Razak Dhanani	Member	Managing Director
3.	Mr. Nimesh Kumar Gandhi	Member	Non-Executive Independe nt Director

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 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 following Code of conduct are available on the website of the Company at below respective destinations:

• Code of Practices and Procedures for fair disclosure of Unpublished Price Sensitive Information-

https://savaiihotels.com/investor/images/Code of Practices and Procedure for Fair Disclosure of Unpublishe Price Sensitive Information 2025.pdf

• Code of Conduct to regulate, monitor and report trading by insiders- https://savajihotels.com/investor/images/Code of Conduct to Regulate Monitor and Report Trading by Insiders under SEBI PIT Regulations 2015 2025.pdf

• Policy for procedure of inquiry in case of leak of Unpublished Price Sensitive Information ("UPSI")

Policy for Procedure of Inquiry in Case of Leak of UPSI.pdf (sayajihotels.com)

BOARD OF DIRECTORS AND OTHER KEY MANAGERIAL PERSONNEL

As at 31st March, 2025, the composition of the Board of Directors is in compliance 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.

As on the date of this Annual Report, The Board of Directors of the Company consists of 7 members, including 1 Managing Director, 1 Whole-Time Director, 4 Non-Executive Independent Directors (of which 1 is a Non-Executive Woman Independent Director), and 1 Non-Executive Non-Independent Director. In addition, the Company has 2 Key Managerial Personnel, the details of which are as under:

Sr. No.	Name	Designation
1.	Mr. Abhay Chintaman Chaudhari	Non-Executive Independent Director, Chairperson
2.	Mr. Raoof Razak Dhanani	Managing Director
3.	Mrs. Suchitra Dhanani	Whole-Time Director
4.	Mrs. Isha Garg	Non-Executive Women Independent Director
5.	Mr. Nimesh Kumar Gandhi	Non-Executive Independent Director
6.	Mr. Saquib Salim Agboatwala	Non-Executive Independent Director
7.	Mr. Mohammed Yusuf Abdul Razak Dhanani	Non-Executive Non-Independent Director
8.	Mr. Sandesh Khandelwal	Chief Financial Officer
9.	Mr. Ankur Bindal*	Company Secretary and Compliance Officer

*Mr. Ankur Bindal has tendered his resignation from the position of Company Secretary and Compliance Officer of the Company vide his resignation letter dated July 15, 2025. The resignation shall be effective from September 15, 2025.

CHANGES IN THE COMPOSITION OF BOARD OF DIRECTORS

During the year under review, the following changes were made in the composition of the Board of Directors of the Company:

1) Mr. Saquib Salim Agboatwala (DIN: 06611659) was appointed for a second term as the Non-Executive Independent Director of the Company with effect from 27th June, 2024 to hold office upto 31st May, 2028.

2) Mr. Nimesh Kumar Gandhi (DIN: 10516536) was appointed as the Non-Executive Independent Director with effect from 29th March, 2024 to hold office for a term upto 28th March, 2029.

3) Mr. Mohammed Yusuf Abdul Razak Dhanani (DIN: 10550544) was appointed as the NonExecutive Non-Independent Director on the Board of the Company with effect from 29th March, 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 the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. In terms of Regulation 25(8) of the Securities and Exchange Board of India (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://sayaiihotels.com/investor/images/Familiarization%20programme%20for%20Indepe ndent%20directors.pdf.

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

During the year under review, the separate meetings of Independent Directors were held on Thursday, 6th day of February, 2025 without the presence of Non-Independent Directors and Members of the management pursuant to Schedule V of the Companies Act, 2013 and Regulation 25(3) and (4) of the Securities and Exchange Board of India (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

For the financial year under review, Mrs. Suchitra Dhanani, Whole-Time Director (DIN: 00712187) will retire by rotation at the ensuing Annual General Meeting (AGM) of your Company and being eligible, offers herself 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 Securities and Exchange Board of India (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 Six (6) times pursuant to the provisions of the Companies Act, 2013 and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 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 8 (Eight) 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

• Nomination and Remuneration Committee

• Stakeholders Relationship Committee

• Corporate Social Responsibility Committee

• Borrowing and Investment Committee

• Scheme Implementation Committee*

• Independent Directors Committee

• Rights Issue Committee

*Scheme Implementation Committee has been dissolved w.e.f. May 30, 2025.

The details of Composition of the above-mentioned Committees are also available on the Companys website

https:/ / sayaiihotels.com/investor/images/pdf/composition-various committees/Committees%20of%20Board SHL.pdf

POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION

In accordance with Section 178 of the Companies Act, 2013 with Rule 6 of Companies (Meetings of Board and its Powers) Rules, 2014 and Regulation 19 of the 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://savaiihotels.com/investor/images/Nomination and Remuneration Policy.pdf

AFFIRMATION ON COMPLIANCE WITH CODE OF CONDUCT OF THE COMPANY

Pursuant to Regulation 17 of the Securities and Exchange Board of India (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 NonExecutive Directors and Independent Directors. These Codes are available on the Companys website at-

https://sayaiihotels.com/investor/images/Code of Conduct for Board of Director and Se nior Management 2025.pdf

All Directors and members of Senior Management have as on 31st March, 2025 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.

FORMAL ANNUAL EVALUATION OF THE BOARD

Pursuant to the provisions of the Companies Act, 2013 and Securities and Exchange Board of India (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 in its meeting dated 6th February, 2025 through a structured questionnaire, prepared after taking into consideration the guidance note issued by Securities and Exchange Board of India (SEBI) and Institute of Company Secretaries of India (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://sayajihotels.com/investor/images/Risk Managment 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, 2025 was 740 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.

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 202425.

POLICIES

The Company has adopted various policies under the Companies Act, 2013, the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, the Securities and Exchange Board of India (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:/ / sayaiihotels.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, 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 iudgments 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 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 31st 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-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 Securities and Exchange Board of India (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://sayaiihotels.com/investor/images/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

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 Nilesh Gupta & Company, Practicing Company Secretaries (COP No. 6846) in accordance with provisions of Section 204 of the Companies Act, 2013 and Regulation 24A of the Securities and Exchange Board of India (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-6" of this Report.

The Company has undertaken an audit for the year ended 31st March, 2025, pursuant to Regulation 24A of the Securities and Exchange Board of India (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 Gup ta, Practicing Company Secretary is available on the website of the Company at https:/ / sayajihotels.com/investors.

Further, pursuant to the provisions of Section 204 of the Companies Act, 2013 and Regulation 24A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 your directors recommended the name of M/s Nilesh Gupta & Company, Company Secretaries (COP: 6846 and Membership No: 6381) to be appointed as the Secretarial Auditor to hold office for a period of 5 (five) years, i.e., one term of five consecutive years, effecting from the conclusion of 42nd Annual General Meeting till the conclusion of 47th Annual General Meeting of the Company to be held in the year 2030.

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 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 the Securities and Exchange Board of India (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 Securities and Exchange Board of India (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 the 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.

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/investors

MANAGEMENT DISCUSSION & ANALYSIS REPORT

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 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 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 30th May, 2025 was placed before the Board in its meeting held on 30th May, 2025 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 ioint 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 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-9" to this Annual Report.

COMPLIANCE WITH SECRETARIAL STANDARDS

During the year under review, the Company has complied with Secretarial Standards on Boa rd Meeting, Committee Meetings 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.

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 98.88% of the Companys equity share capital are dematerialized as on 31st March, 2025. 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 2024-25 and FY 2025-26 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 other significant or material order has been passed by any Regulator, Court, or Tribunal which may impact the Companys going concern status and its future operations.

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 and Employee Stock Option Scheme (ESOS);

WEB ADDRESS OF ANNUAL RETURN

Pursuant to Section 92(3) read with section 134(3)(a) of the Companies Act, 2013, copies of the Annual Returns of the Company prepared in Form MGT-7 in accordance with Section 92(1) of the Companies Act, 2013 read with Rule 11 of the Companies (Management and Administration) Rules, 2014 are placed on the website of the Company and is accessible at the web-link: https://sayajihotels.com/investor/images/Annual Return 2024-25.pdf

ACKNOWLEDGEMENT AND APPRECIATION

The Board of Directors expresses its sincere gratitude to all employees across the organization for their unwavering dedication, resilience, and performance throughout the year. Their commitment and adaptability in the face of evolving challenges have been instrumental in driving the Company forward and laying the foundation for sustainable growth.

We also extend our heartfelt appreciation to all our stakeholders · suppliers, distributors, retailers, vendors, service providers, and other business partners · whose collaboration and consistent support have played a critical role in achieving our operational objectives. We remain committed to strengthening these relationships through transparency, shared goals, and mutual growth.

The Board further acknowledges the continued trust and confidence of our valued shareholders, esteemed clients, financial institutions, regulatory authorities, stock exchanges, and government bodies. Your enduring support empowers us to pursue excellence, explore new opportunities, and create long-term value for all stakeholders.

As we move ahead into the new financial year, we remain focused on innovation, operational efficiency, and responsible governance to ensure continued progress in an ever-changing business environment.

	For and on behalf of the Board of Directors
	For Sayaji Hotels Limited
	Sd/-	Sd/-
Place: Indore	Abhay Chitnaman Chaudhari	Rao o f Razak Dhanani
Date: 13th August, 2025	Chairman	Managing Director
	DIN: 06726836	DIN: 001746554