Sayaji Hotels (Pune) Ltd Directors Report

TO,

THE MEMBERS

SAYAJI HOTELS (PUNE) LIMITED

The Board of Directors of the Company has the pleasure in presenting the Sixth(6^th) Annual Report of the Company for the Financial Year ended March 31, 2024.

FINANCIAL HIGHLIGHTS

The financial performance on the basis of Standalone & Consolidated Financial Statements for the Financial year 2023-2024 is summarized as below:

(? in Lakhs )

	Standalone (Rs. In Lakhs)		Consolidated (Rs. In Lakhs)
Particulars	Current Financial Year 31.03.2024	*Previous Financial Year 31.03.2023	Current Financial Year 31.03.2024	*Previous Financial Year 31.03.2023
Revenue from Operations	7,046.70	6,568.35	7,046.70	6,568.35
Other Income	81.72	16.34	81.72	16.34
Total income	7,128.42	6,584.69	7,128.42	6,584.69
Total Operating Expenditure	4,640.03	4,283.03	4,650.90	4,283.03
Profit/(loss) before Depreciation, Finance costs, Exceptional items and tax expense	2,488.39	2,301.66	2,477.52	2,301.66
Less: Depreciation/Amortization/Impairment	281.64	360.21	281.64	360.21
Profit/(Loss) before Finance cost, Exceptional items and Tax Expense	2,206.75	1,941.45	2,195.88	1,941.45
Less: Finance Costs	13.01	72.24	16.39	72.24
Profit/(loss) before Exceptional items and Tax Expense	2,193.74	1,869.21	2,179.49	1,869.21
Add/(less): Exceptional items	-	-	-	-
Profit /(Loss) before Tax Expense and Share of Profit/(Loss) of the Associates	2193.74	1,869.21	2,179.49	1,869.21
Share of Profit/(Loss) of the Associates	-	-	-	-
Profit /(Loss) before Tax Expense	2,193.74	1,869.21	2,179.49	1,869.21
Less: Tax Expense - Current & Deferred	530.06	487.96	521.94	487.96
Profit/ (loss) for the year (1)	1,663.68	1,381.25	1,657.55	1,381.25
Other Comprehensive Income/(loss)(2)	(5.61)	(14.28)	(5.61)	(14.28)
Total (1+2)	1658.07	1,366.97	1,651.94	1,366.97

* The Previous Financial year 31^st March, 2023 data of the Company has been restated pursuant to the Scheme of Arrangement between the Company and Sayaji Hotels Limited and others

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.

CAPITAL STRUCTURE

The Paid up Equity Share capital as at 31st March, 2024 stood at INR 3,04,66,050/- (Indian Rupees Three Crores Four Lakhs Sixty-Six Thousand Fifty Only) comprising of 30,46,605 Equity Shares of Face Value INR 10/- (Indian Rupees Ten Only) each.

Further pursuant to the Scheme the authorized share capital of the Company has been increased from INR 10,00,000/- (Indian Rupees Ten Lakhs Only) comprising of 50,000 Equity Shares of INR 10/- (Indian Rupees Ten Only) each and 5,000 10% Cumulative Redeemable Preference Shares of INR 100/- (Indian Rupees Hundred Only) each to INR 9,10,00,000/- (Indian Rupees Nine Crores Ten Lakhs Only) divided into 90,50,000 Equity Shares of INR 10/- (Indian Rupees Ten Only) each and 5,000 10% Cumulative Redeemable Preference shares of INR 100/- (Indian Rupees Hundred Only) each.

Post effectiveness of the Scheme, the said paid-up share capital was cancelled and 30,46,605 equity shares of INR 10/- (Indian Rupees Ten Only) each and 8 10% Cumulative Redeemable Preference Shares of INR 100/- (Indian Rupees Hundred Only) each, fully paid up were issued and allotted to the shareholders of Sayaji Hotels Limited.

COMPOSITE SCHEME OF AMALGAMATION AND ARRANGEMENT

The Honble National Company Law Tribunal, Chennai Bench through an order dated July 11, 2023 has approved the composite scheme of amalgamation & arrangement between Sayaji Hotels Limited (“Demerged Company” or “SHL”), Ahilya Hotels Limited (“Transferor Company”), 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”) 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.

The Scheme became effective on August 01, 2023 (“Effective Date”) being the date on which the order was filed with the Registrar of Companies by the Transferor Companies, Transferee Company, Demerged Company and Resulting Companies. Accordingly, in accordance with the Scheme, our Company has allotted 30,46,605 Equity Shares of ? 10 each to the shareholders of Sayaji Hotels Limited on September 6, 2023 based on the record date, being September 5, 2023 in the ratio of 4:23 and 8 (Eight) 10% Cumulative Redeemable Preference Shares of ? 100 each to the shareholders of Sayaji Hotels Limited on September 6, 2023 based on the record date, being September 5, 2023 in the ratio of 1:1,25,000 and the paid-up share capital (prior to effective date) of 50,000 Equity Shares having face value of ? 10 each of our Company was cancelled/extinguished and the respective share certificates have been defaced.

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

Upon segregation of Demerged Undertaking, Sayaji Hotels (Pune) Limited shall achieve higher long-term financial returns, increased competitive strength, cost reduction and efficiencies, productivity gains and logistics advantages, thereby significantly contributing to future growth in their respective business verticals.

The Company strategically transformed into a Listed Company through the Scheme of Arrangement and listing its shares on the Stock Exchange on 29^th January, 2024.

LISTING INFORMATION

The Trading in the Equity Shares of the Company has commenced with effect from Monday, 29th January 2024 at Bombay Stock Exchange (BSE Limited) with the information as mentioned below:

• Scrip code of the Company “544090”

• ISIN of the Company “INE07G501017”

• Scrip ID “SHPLPUNE”

DIVIDEND

During the year under review, the Board of Directors of the Company have decided to distribute dividend on Unlisted 10% Cumulative Redeemable Preference Shares of the Company of INR 100/- (Indian Rupees One Hundred Only) each and same shall be paid to all the preference shareholders whose names appear in the Register of Members as on the record date i.e. 21^st Day of June, 2024.

TRANSFER TO RESERVES

The Company has not transferred any amount to the reserve during the financial year 2023-24 ANNUAL RETURN

As provided under Sections 92(3) and 134(3)(a) of the Act, read with Rule 12 of the Companies (Management and Administration) Rules, 2014, as amended from time to time, the draft Annual Return of your Company in Form MGT-7 for the Financial Year 2024 is hosted on the website of your Company at https://shplpune.com/wp-content/uploads/2024/06/Year-2023-2024.pdf.

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.

NUMBER OF MEETINGS OF THE BOARD, ITS COMMITTEE AND AGM

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

The details of the number of meetings of the Board and its Committees held during the Financial Year 2023-24 forms part of the Corporate Governance Report. Further, Annual General Meeting of the Company for Financial year 2022-2023 was held on Monday 10^th July, 2023.

DEPOSITS

Your Company has not accepted deposit from the public falling within the ambit of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014 and there were no remaining unclaimed deposits as on 31st March, 2024. Further, the Company has not accepted any deposit or loans in contravention of the provisions of the Chapter V of the Companies Act, 2013 and the Rules made there under

DISCLOSURE OF UNSECURED LOAN RECEIVED FROM DIRECTORS

Pursuant to Section 2(31) Read with Rule 2(1)(c)(viii) of Companies (Acceptance of Deposits) Rules, 2014, (including any statutory modification or re-enactment thereof for the time being in force), the Company had not received any unsecured loan from directors during the financial year.

SUBSIDIARIES, ASSOCIATE AND JOINT VENTURES OF THE COMPANY

The Company is having one Wholly Owned Subsidiary Company named Super Civiltech Private Limited (CIN: U70100MP2015PTC033751). Further, the Company does not have any associate or joint venture company at the beginning or closing or any time during the year 2023-2024. There are no companies which become/ceased to be subsidiaries during the year of your Company.

A separate statement containing salient features of the Financial Statement of the Subsidiary in the prescribed Form AOC-1 are annexed to this Report as Annexure-A and hence is not repeated here for sake of brevity.

In accordance with fourth proviso of Section 136(1) of the Companies Act, 2013, the Annual Report of the Company, containing therein its standalone and the consolidated financial statements has been placed on the website of the Company www.shplpune.com . Further, as per fifth proviso of the said section, audited annual accounts of the subsidiary company have also been placed on the website of the Company https://shplpune.com/investors/. There has been no material change in the nature of the business of the subsidiary company.

In terms of Section 136 of the Companies Act, 2013 (‘the Act), Financial Statement of the subsidiary company is not required to be sent to the members of the Company. The Company shall provide a copy of the annual accounts of its subsidiary company to the members of the Company on their request. The annual accounts of its subsidiary company will also be kept open for inspection at the registered office of the Company during business hours.

CONSOLIDATED FINANCIAL STATEMENTS

Your Directors have pleasure in enclosing the Consolidated Financial Statements pursuant to the requirement of Section 129 of the Companies Act, 2013 and Regulation 33 and Regulation 34 of the SEBI Listing Regulations, read with other applicable provisions and prepared in accordance with applicable IND AS, for financial year ended March 31, 2024. The Consolidated Financial Statements form part of this Annual Report.

A Report on the performance and financial position of the subsidiary company included in the Consolidated Financial Statements and their contribution to the overall performance of the Company is provided in Form AOC-1 and forms integral part of this Annual Report

DETAILS OF BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

The composition of the Board of Directors and Key Managerial Personnel (“KMP”) of the Company is in accordance with the provision of Section 149, 203 of the Companies Act, 2013 and Regulation 17 of the SEBI Listing Regulations, with an appropriate combination of Executive, Non-Executive and Independent Directors.

The details of the Directors and KMP of the Company as on March 31, 2024, are given herein below:

1) Mr. Abhay Chintaman Chaudhari (DIN: 06726836), Chairman and Independent Director

2) Mr. Thottappully Narayanan Unni (DIN: 00079237), Independent Director

3) Mr. Zuber Yusuf Dhanani (DIN: 08097604), Whole-Time Director

4) Mr. Raoof Razak Dhanani (DIN: 00174654), Non-Executive Director

5) Mrs. Suchitra Dhanani (DIN: 00712187), Non-Executive Director

6) Mrs. Arpita Jain, Chief Financial Officer

7) Ms. kamya Jain, Company Secretary

* Mr. Zuber Yusuf Dhanani was designated as Whole-Time Director from Non- Executive Director of the Company by resolution of the Board of Directors w.e.f 10^th July, 2023.

The Board members are highly qualified with the strong varied experience in the relevant field of the business activities of the Company which plays significant roles for the business policy and decision making process and provide guidance to the executive management to discharge their functions effectively

• CHANGES IN BOARD OF DIRECTORS/KMPs

During the financial year 2023-24 following changes have been made in the composition of Board of Directors and KMPs of the company:

1. Mr. Abhay Chintaman Chaudhari (DIN: 06726836) and Mr. Thottappully Narayanan Unni (DIN: 00079237) was appointed as Additional Director and Non-Executive Independent Director of the company by the Board of Directors w.e.f. 08^th July, 2023 at the board meeting held on 08^th July, 2023 which were subsequently confirmed by the members in their 05^th Annual General Meeting held on 10^th July, 2023.

2. Board of Director in their meeting held on 08^th July, 2023 change the designation of Mr. Zuber Yusuf Dhanani (DIN: 08097604) from Non- Executive Director to Whole Time Director of the Company which were subsequently confirmed by the members in their 05^th Annual General Meeting held on 10^th July, 2023.

3. Mrs. Arpita Jain was appointed as a Chief Financial Officer of the Company by the Board of Directors w. e. f. 28^th August, 2023 at the board meeting held on 28^th August, 2023.

4. Board of Director in their meeting held on 27^th May, 2023 appoint Ms. Kamya Jain as a Company Secretary and Compliance Officer of the company with effect from 27^th May, 2023. However, during the current financial year 2024-25 Ms. Kamya Jain was resigned from the post of Company Secretary and Compliance Officer of the Company w. e. f. 03^rd April, 2024.

Further During the Current Financial Year 2024-25 Board of Director in their meeting held on 29^th May, 2024 appoint Ms. Kajal Jain as a Company Secretary and Compliance Officer of the company with effect from 29^th May, 2024 in place of Ms. Kamya Jain.

• DIRECTORS LIABLE TO RETIRE BY ROTATION SEEKING RE-APPOINTMENT

Mr. Zuber Yusuf Dhanani (DIN: 08097604) Whole- Time Director of the company is liable to retire by rotation at the ensuing 6^th Annual General Meeting and being eligible offers himself for re-appointment. Your directors recommend passing necessary resolution as proposed in the Item No. 5 of the Notice of the Annual General Meeting

• DISQUALIFICATIONS OF DIRECTORS

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

STATEMENT OF DECLARATION BY INDEPENDENT DIRECTORS

All Independent Directors have given their declarations as required under Section 149(7) of the Companies Act, 2013 and Regulation 25(8) of SEBI Listing Regulations that they meet the criteria of independence as laid down under section 149(6) of the Companies Act, 2013 and

Regulation 16(1)(b) of SEBI Listing Regulations as amended from time to time along with a declaration of compliance of sub-rule (1) and sub- rule (2) of Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014.

Further in terms of Regulation 25(8) of the SEBI Listing Regulations, the Independent Directors have confirmed that they are not aware of any circumstance or situation which exists or may be reasonably anticipated that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence and that they are independent of the Management. The Board of Directors of the Company have taken on record the declaration and confirmation submitted by the Independent Directors after undertaking due assessment of the veracity of the same.

In terms of Section 150 of the Companies Act, 2013 read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, Independent Directors of the Company have confirmed that they have registered themselves with the databank maintained by The Indian Institute of Corporate Affairs (“IICA”). The Independent Directors, except who is exempt, have also cleared online proficiency self-assessment test conducted by the IICA within a period of 2 (two) years from the date of inclusion of their names in the data bank.

The Board is of the opinion that the Independent Directors of the Company hold highest standards of integrity and possess requisite expertise and experience required to fulfill their duties as Independent Directors.

DIRECTORS RESPONSIBILITY STATEMENT

Based on the framework and testing of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory, and secretarial auditors and external agencies, including audit of internal financial controls over financial reporting by the Statutory Auditors 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 the financial year 2023-2024.

Pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, confirm that: -

a) in the preparation of the accounts for the Financial Year ended 31^st March, 2024, the applicable Accounting Standards have been followed along with proper explanation relating to material departures;

b) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent in order to give a true and fair view of the state of affairs of your Company at the end of the Financial Year and of the profit of your Company for the Financial Year ended 31^st March, 2024;

c) the Directors have taken proper and sufficient care to the best of their knowledge and ability for the maintenance of adequate accounting records in accordance with the provisions of the Act, for safeguarding the assets of your Company and for preventing and detecting fraud and other irregularities;

d) the Directors have prepared the annual accounts on a going concern basis;

e) the Directors have laid down internal financial controls for your Company which it believes are adequate and are operating effectively; and

f) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and such systems are adequate and are operating effectively.

A statement to the effect is annexed here to as ‘ Annexure-B forming part of this Annual Report. COMMITTEES OF THE BOARD OF DIRECTORS

The Company has various committees which have been constituted as a part of the good corporate governance practices and the same are in compliance with the requirements of the relevant provisions of applicable laws and statutes. Your Company has an adequately qualified and experienced Audit Committee with Mr. Abhay Chintaman Chaudhari (DIN: 06726836) Chairman, Mr. Thottappully Narayanan Unni (DIN: 00079237) and Mr. Raoof Razak Dhanani (DIN: 00174654) Members of the Committee.

The other Committees of the Board are:

(a) Nomination and Remuneration Committee

(b) Stakeholders Relationship Committee

The details with respect to the composition, powers, roles, terms of reference, meetings held and attendance of the Directors at such Meetings of the relevant Committees are given in the Report on Corporate Governance of the Company which forms part of this Annual Report.

POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION

In accordance with Section 178 of the Act with Rule 6 of Companies (Meetings of Board and its Powers) Rules, 2014 and Regulation 19 of 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://shplpune.com/wp-content/uploads/2024/01/8.- Nomination and Remuneration Policy.pdf.

FAMILIARIZATION PROGRAMME OF INDEPENDENT DIRECTORS

Your Company has familiarised the Independent Directors, with regard to their roles, rights, responsibilities, nature of the industry in which your Company operates, the business model of your Company etc. The Familiarisation Programme was imparted to the Independent Directors during the meetings of the Board of Directors.

The Familiarisation Programme for Independent Directors is uploaded on the website of your Company, and is accessible at: https://shplpune.com/wp-content/uploads/2024/02/5.-

Familiarization programme for Independent directors.pdf

MEETING OF INDEPENDENT DIRECTORS

The Independent Directors met once during the year under review. The meeting was conducted on 09^th February, 2024 in an informal manner without the presence of the Chairman, WholeTime Director and Non-Executive Non Independent Directors of the Company.

STATEMENT INDICATING THE MANNER IN WHICH FORMAL ANNUAL EVALUATION HAS BEEN MADE BY THE BOARD OF ITS OWN PERFORMANCE, ITS DIRECTORS, AND THAT OF ITS COMMITTEES.

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

The Board considered and discussed the inputs received from the Directors. Also, the Independent Directors at their meeting held on 09^th February, 2024 reviewed the following:

• Performance of Non-Independent Directors and the Board and the Committee as a whole

• Performance of the Chairperson of the Company.

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

The Independent Directors has also expressed their satisfaction with overall functioning and implementations of their suggestions

Performance Evaluation Criteria for Independent Directors:

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

Statement with regard to integrity, expertise and experience of the independent director appointed during the year.

During the year under review, the Board has appointed Mr. Abhay Chintaman Chaudhari (DIN: 06726836) and Mr. Thottappully Narayanan Unni (DIN: 00079237) as Independent Director in the Company, w.e.f. 10^th July, 2023 to 09th July, 2028. Further, in the opinion of the Board, all our Independent Directors possess requisite qualifications, experience, expertise and hold high standards of integrity for the purpose of Rule 8(5)(iiia) of the Companies (Accounts) Rules, 2014.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS U/S 186 OF THE COMPANIES ACT 2013

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.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTY

In line of the requirements of the Companies Act, 2013 and the SEBI Listing Regulations, the Company has developed a Policy on dealing with related party transactions, Standard Operating Procedures for purpose of identification and monitoring of such transactions.

The policy of RPT is available on the Companys website https://shplpune.com/wp- content/uploads/2024/01/2.-Related Party Transaction Policy.pdf

During the year under review, all related party transactions entered into by the Company, were approved by the Audit Committee and were at arms length and in the ordinary course of business. Prior omnibus approval is obtained for related party transactions which are of repetitive nature and entered in the ordinary course of business and on an arms length basis. There was no

material related party contracts entered into by the Company during the year under review. Accordingly, the disclosure of related party transactions as required under Section 134(3)(h) of the Act in Form AOC-2 is not applicable to the Company for FY 2023-24 and hence does not form part of this report.

Details of related party transactions entered into by the Company, in terms of Companies Act, 2013 and IndAS-24 have been disclosed in the notes to the financial statement forming part of this Annual Report 2023-24.

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://shplpune.com/wp- content/uploads/2024/01/12.-Code-of-Conduct-to-regulate-Moniter-and-report-trading-by insiders.pdf. and https://shplpune.com/wp-content/uploads/2024/01/11.-Code-of-Practices-and- Procedures-for-Fair-Disclosure-of-UPSI.pdf.

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

The particulars in respect of conservation of energy, technology absorption and foreign exchange earnings and outgo, as required under sub-section (3)(m) of Section 134 of the Companies Act, 2013 read with Rule (8)(3) of the Companies (Accounts) Rules, 2014 are given as under:

(A) Conservation of Energy:

i) The steps taken or impact on conservation of energy: - Considering the nature of activities in which the Company operates, energy consumption is in accordance to the normal business practices and does not require any specific installations.

ii) the steps taken by the company for utilizing alternate sources of energy: - The Company has used alternate source of energy, whenever and to the extent possible

iii) The capital investment on energy conservation equipments: - Nil

(B) Technology Absorption:

(i) The efforts made towards technology absorption: The business activities of the Company are not specific to any technology requirements.

(ii) The benefits derived like product improvement, cost reduction, product development or import substitution: Not Applicable.

(iii) In case of imported technology (imported during the last three years reckoned from the beginning of the Financial Year): - The Company has neither purchased within India nor imported any technology.

(iv) The expenditure incurred on Research and Development: - The Company has not incurred any expenditure on Research and Development during the year under review.

(C) Foreign exchange earnings and Outgo:

(Rs. In Lakhs)

Particulars	2023-24
Foreign Exchange Earnings: (Amount in lacs )	437.2
Foreign Exchange Outgo: (Amount in lacs )	6.93

STATEMENT IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROL WITH REFERENCE TO THE FINANCIAL STATEMENTS

The Company has established an adequate system of internal financial controls, with documented procedures covering all corporate functions and hotel operating units. Internal financial 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 202324.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

In view of the net worth, profits and turnover, the Company does not fall under the provisions of the Section 135 of the Companies Act, 2013 and the rules made there under in financial year 2023-24. Hence the obligations under Section 135 of the Companies Act, 2013 are not applicable to the Company.

However, during the Financial Year 2023-24 the net profit of the company exceeds the limit prescribed under the Section 135 of the Companies Act, 2013 due to which the CSR is applicable to the Company for current Financial Year 2024-25 and the company has to fulfil its CSR obligation on or before 31^st March, 2025.

The amount to be spend by the Company does not exceed Fifty Lakhs, the requirement under sub-section (1) of Section 135 of the Companies Act, 2013 for constitution of the Corporate Social Responsibility Committee is not applicable to the Company.

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

The Board of Directors affirms that the remuneration paid to Directors, senior management and other employees is in accordance with the remuneration policy of the Company.

The Disclosure required under Section 197(12) of the Companies Act, 2013 read with the Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended up to date, is annexed as Annexure-C and forms an integral part of the Board Report.

None of the employee of the company is drawing more than Rs. 102.00 Lakhs per annum or Rs.8.50 Lakhs per month for the part of the year, during the year under review. Therefore, Particulars of the employees as required under Section 197 of Companies Act, 2013 read with rule 5(2) & rule 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are not applicable during the year under review.

Details of top ten employees in terms of the remuneration and employees in receipt of remuneration as prescribed under rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, containing details prescribed under rule 5(3) of the said rules, will be made available to any member on request, as per provisions of section 136(1) of the Act.

Pursuant to Section 197(14) of the Companies Act, 2013 the Whole Time Director of the Company does not receive any remuneration or commission from any of its subsidiaries.

REPORT ON 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.

As per Regulation 34(3) read with Schedule V of the SEBI Listing Regulations, a separate section on “Corporate Governance Practices” followed by the Company together with a certificate from the Statutory Auditors of the Company confirming compliance with the conditions of the Corporate Governance, forms part of the Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

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 Analysis Report on Companys performance - industry trends and other material changes with respect to the Company and its subsidiaries, wherever applicable, forms part of this Annual Report.

VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Company has a robust vigil mechanism through its Whistle Blower Policy approved and adopted by Board of Directors of the Company in compliance with the provisions of Section 177(9) and (10) of the Companies Act, 2013 and Regulation 22 of the SEBI Listing Regulations. The Policy also provides adequate protection to the Directors and employees who report unethical practices and irregularities from any victimization on raising of concerns of any violations of legal or regulatory requirements, incorrect or misrepresentation of any financial statements and reports, etc.

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 Vigil Mechanism/Whistle Blower Policy of the Company can be accessed on the Companys website at the https://shplpune.com/wp-content/uploads/2024/01/10.-Whistle-Blower-Vigil- Mechanism-Policy.pdf

During the year under review no protected disclosure from any Whistle Blower was received by the designated officer under the Vigil Mechanism.

AUDITORS

(A) STATUTORY AUDITORS:

Members are aware that M/s K.L. Vyas & Co., Chartered Accountants, (F.R. No. 003289C), the Statutory Auditors of the company who were appointed at the 1st Annual General Meeting (AGM) of the Company for a period of 5 years, retires at the ensuing 06th Annual General Meeting.

On the recommendation of Audit Committee, the Board has recommended to re-appoint M/s. K.L. Vyas & Co, Chartered Accountants, Indore, as the statutory auditors of the company for a second term of 5 years from the conclusion of 06th Annual General Meeting till the conclusion of the 11th Annual General Meeting to be held in the calendar year 2029. M/s. K.L. Vyas & Co, given eligibility certificate that they are in compliance with the conditions provided in Section 139(1) read with Section 141 of the Companies Act, 2013.

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. Further, the auditors have not found any fraud as required to be reported by them under Section 143(12) of the Companies Act, 2013 to the Central Government during the year 2023-24.

(B) SECRETARIAL AUDITORS:

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 -D” of this Report.

There is no qualification, reservation or adverse remark or disclaimer in Secretarial Audit 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, Practising Company Secretary is available on the website of the Company at https://shplpune.com/.

(C) COST AUDITOR AND RECORDS:

Pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014, amended time to time, the provision regarding Cost Audit and Records was not applicable to the Company during the year 2023-24.

WTD & CFO CERTIFICATION

In terms of Regulation 17(8) read with Part B of Schedule II of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Whole-Time 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 29th May, 2024 was placed before the Board in its meeting held on 29th May, 2024 and was reviewed and taken on record by the Board. The said Certificate forms part of this Annual Report. Since theres no CEO in the Company, therefore certificate is taken from WTD and CFO of the Company.

CODE OF CONDUCT

Regulation 17(5) of the SEBI Listing Regulations, 2015 requires listed companies to lay down a Code of Conduct for its Directors and senior management, incorporating duties of Directors as laid down in the Companies Act, 2013. The Company has adopted Code of Conduct for all Directors and Senior Management of the Company and the same has been hosted on the website of the company at https://shplpune.com/wp-content/uploads/2024/01/13. -

Code of Conduct for Board and Senior Management.pdf. All Directors and Senior Management personnel have affirmed compliance with the Code for 2023-24. Declaration on adherence to the code of conduct is forming part of the Corporate Governance Report.

STATEMENT FOR RISK MANAGEMENT POLICY AND INTERNAL ADEQUACY

The Company has its Risk Management Policy which is reviewed by the Board of Directors of the Company and the Audit Committee of Company from time to time so that management controls the risk through a structured network. The main objective of this policy is to ensure sustainable business growth with stability and to promote a proactive approach in reporting,

evaluating and resolving risks associated with the business. In order to achieve the key objectives, the policy establishes a structured and methodical approach to risk management, in order to guide decisions on risk related issues. The Audit Committee has additional oversight in the area of financial risks and controls.

The major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. The Board is entrusted with the task of monitoring and reviewing the Risk Management Plan and procedures of the Company. This acts as a supplement to the Internal Control Mechanism and Audit function of the Company. 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://shplpune.com/wp-content/uploads/2024/01/7.- Risk-Management-Policy.pdf.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRING AFTER BALANCE SHEET DATE

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.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

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://shplpune.com/wp-content/uploads/2024/01/3.- Policy-on-Sexual-Harassment.pdf

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

There was no case of sexual harassment reported during the year under review. 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.

DEMATERIALIZATION OF SHARES AND LIQUIDITY

The Companys shares are compulsorily traded in dematerialized form on BSE Limited. The Company have connectivity with the depositories viz. National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL), as prescribed by the Securities and Exchange Board of India. Equity shares of the Company representing 100% of the Companys equity share capital are dematerialized as on 31st March, 2024. Under the Depository System, the International Securities Identification Number (ISIN) allotted to the Companys shares is INE07G501017.

Further your Company has also availed the D-Mat facility for the Preference Shareholders from NSDL and 100% of Preference Shares are held in dematerialized form.

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 to the BSE Limited and to the depositorys i.e. National Securities and Depositories Limited (NSDL) and Central Depository Services (India) Limited (CDSL) respectively.

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:

• 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

• 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://shplpune.com/.

COMPLIANCE OF SECRETARIAL STANDARD

Your Company is in compliance of with the applicable Secretarial Standards, issued by the Institute of Company Secretaries of India and approved by the Central Government under Section 118(10) of the Companies Act, 2013.

SIGNIFICANT OR MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS WHICH IMPACT THE GOING CONCERN STATUS AND THE COMPANYS OPERATION IN FUTURE

There are no significant material orders passed by the Regulators, Courts, Tribunals which would impact the going concern status of the Company and its future operations.

OTHER DISCLOSURES

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

> Company has not issued equity shares with differential rights as to dividend, voting or otherwise.

> As on 31st March 2024, none of the Directors of the company hold instruments convertible into equity shares of the Company.

> Company has not issued any Shares (including Sweat Equity Shares) to employees of the Company under any Scheme and also not made any Stock Option Schemes.

> Voting rights which are not directly exercised by the employees in respect of shares for the subscription/ purchase of which loan was given by the Company (as there is no scheme pursuant to which such persons can beneficially hold shares as envisaged under Section 67(3)(c) of the Companies Act, 2013).

> There has been no change in the nature of business of your Company.

> The Business Responsibility and Sustainability Report on the environmental, social and governance disclosures, as required under Regulation 34(2) of the SEBI Listing Regulations, is not applicable to your Company for the financial year ending 31st March, 2024.

> No application was made or any proceeding is pending under the Insolvency and Bankruptcy Code, 2016 during the year in respect of your Company.

> There was no one-time settlement of loan obtained from the Banks or Financial Institutions.

ACKNOWLEDGEMENT AND APPRECIATION

The Board of Directors of your Company wish to express their deep gratitude towards the valuable co-operation and support received from the various Ministries and Departments of Government of India, various State Governments, the Banks/Financial Institutions and shareholders. Further, the Board places its special appreciation for the cooperation and continued support extended by employees of the Company at all levels.

For and on behalf of Board of Directors

Date: 29th May, 2024	Abhay Chintaman Chaudhari	Raoof Razak Dhanani
Place: Indore	Chairman and Independent Director	Director
	DIN: 06726836	DIN: 00174654