Sheraton Properties & Finance Ltd Directors Report

The net worth of the Company stands at 22,746.45 Lakhs as of March 31, 2025, against 18,539.02 Lakhs as of March 31, 2024.

The summarized financial results of the Company for the year ended March 31, 2025, as compared with the previous financial year, are as under:

The income generated in respect of Financial Year ended March31, 2025 was Rs. 904.77 lakhs as against the income of Rs. 2,513.83 lakhs generated for the Financial Year ended 31st March 2024. Profit after tax for the Financial Year ended 31st March 2025 stood at Rs. 640.68 lakhs as against the profit after tax of Rs. 1,868.50 lakhs generated during the Financial Year ended 31st March 2024.

The Directors are hopeful of a better performance in the upcoming years.

During the year under review, there was no change in the capital structure of the Company and the authorized and paid-up share capital as on 31st March, 2025 stands as follows:

The Authorized Share Capital of the Company is Rs. 1,25,00,000/- (Rupees One Crore Twenty-Five Lakhs Only) divided into 12,50,000 (Twelve-Lakh Fifty Thousand Only) Equity Shares of Rs. 10/- (Rupees Ten Only) each.

The Paid-up Share Capital of the Company is Rs. 1,20,00,000/- (Rupees One Crore Twenty Lakhs Only) divided into 12,00,000 (Twelve Lakh) Equity Shares of Rs. 10/- (Rupees Ten Only) each.

To conserve resources for future growth plans, the Board does not recommend any dividend on equity shares.

The Board of Directors of your Company has decided not to transfer any amount to the Reserves for the year under review.

The Company does not have any Holding, Subsidiary and Associate Companies as on March 31, 2025.

As detailed in the financial statements of the Company, there have been no material changes or commitments that would affect the financial position of the Company from the end of the fiscal year in question to the date of this report, except as disclosed therein. This statement attests to the stability and continuity of our financial operations.

There were no changes in the Directors during the year under review.

Mr. Aditya Srivastava (DIN: 07250865) and Mr. Dipesh Sanghvi (DIN: 07274074) ceased to be the Directors of the Company upon completion of their second term as Independent Directors with effect from the end of day on August 30, 2025. Your Directors wish to place on record their appreciation for the contributions made by Mr. Aditya Srivastava and Mr. Dipesh Sanghvi during their tenure as the Independent Directors of the Company.

The Board of Directors of the Company, at their meeting held on August 29, 2025 pursuant to the recommendation of the Nomination and Remuneration Committee, appointed Mr. Nilesh Sheth (DIN: 09356319) as the Independent Director of the Company, for a period of five years with effect from August 29, 2025. The said appointment is subject to the approval of the Members of the Company at the ensuing Annual General Meeting.

The Board of Directors of the Company, at their meeting held on August 31, 2025 pursuant to the recommendation of the Nomination and Remuneration Committee, appointed Mrs. Mansi Srivastava (DIN: 09045444) as the Independent Director of the Company, for a period of five years with effect from August 31, 2025. The said appointment is subject to the approval of the Members of the Company at the ensuing Annual General Meeting.

The Board is of the opinion that the Independent Directors of the Company have fulfilled the conditions as specified in SEBI Listing Regulations, and are independent of the management and possess requisite qualifications, experience, proficiency and expertise and the Board has recommended their appointment to the Shareholders.

In accordance with the provisions of Section 152 of the Act and in terms of the Articles of Association of the Company, Mr. Jayesh Babulal Bhansali, Non- Executive Non-Independent Director (DIN: 01062853) retires by rotation at the ensuing Annual General Meeting (“AGM”) of the Company and being eligible, offers himself for re-appointment.

The relevant resolution proposing his re-appointment has been included in the Notice of the ensuing Annual General Meeting for the approval of the Shareholders thereon.

All independent directors of the Company have submitted the requisite declarations confirming their ongoing compliance with the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the SEBI (LODR) Regulations, 2015 Furthermore, they have affirmed their adherence to the Code of Conduct outlined in Schedule IV of the Act.

10. Meetings of the Board:

The Board of Directors met five (5) times during the financial year ended March 31, 2025, wherein all Board Members were present, in accordance with the provisions of the Act and Rules made thereunder on the following dates:

May 21, 2024 August 13, 2024 August 26, 2024 November 13, 2024 February 7, 2025

Proper notices were given and the proceedings were appropriately recorded in the Minutes, which were signed & maintained in the Minutes book.

The details of the Committee meetings held during the year have been provided in the Corporate Governance report which forms part of the Annual report.

11. Auditors and Reports:

The matters related to Auditors and their Reports are as under:

(i) Statutory Auditors & their report:

M/s. B. L. Dasharda & Associates, Chartered Accountants, Mumbai (FRN112615W) were appointed as Statutory Auditors of the Company at the 37th AGM held on 29th September, 2022 to hold office up to the conclusion of 42nd AGM on the remuneration to be determined by the Board of Directors.

The Report given by the Statutory Auditors on the financial statements of the Company does not contain any qualification, reservations or adverse remarks made by the Auditor in their report. The Notes to the Accounts referred to in the Auditors Report are self-explanatory and therefore do not call for any further clarifications under Section 134(3)(f) of the Act. Further, pursuant to Section 143(12) of the Act, the Statutory Auditors of the Company have not reported any instances of frauds committed in the Company by its officers or employees.

(ii) Secretarial Auditors & their report:

In compliance with Section 204 of the Companies Act, 2013 and its corresponding rules, M/s. Rathi and Associates, Company Secretaries, were appointed to perform the Secretarial Audit of the Company for the financial year under review. The Secretarial Audit Report does not have any qualification and is attached herewith as Annexure-I.

12. Policy on Directors Appointment and Remuneration including Criteria for Determining Qualifications, Positive Attributes, Independence of a Director:

The Board, on the recommendation of the Nomination and Remuneration Committee, has formulated a policy on Directors appointment and remuneration including criteria for determining qualifications, positive attributes and independence of directors. The policy is available on the Companys website www.sheratonproperties.in.

13. Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo:

a. Energy Conservation and Technology Absorption:

The Company does not carry any manufacturing activity. Hence, the particulars required to be furnished in the Directors Report under section 134(3)(m) of the Act read with Rule 8(3)(A) and (B) of the Companies (Accounts) Rules, 2014 relating to energy conservation and technology absorption are not applicable to the Company. However, regular efforts are made to adopt appropriate energy conservation measures and technology absorption methods. b. Foreign Exchange earnings and outgo:

The earnings in foreign currency for the FY 2024-25 is NIL and the total expenditure incurred in foreign currency is NIL as per the audited financials.

14. Directors Responsibility Statement:

In terms of Section 134(5) of the Companies Act, 2013, in relation to the audited financial statements of the Company for the year ended March 31, 2025, the Board of Directors hereby confirm that:

a. in the preparation of the annual accounts, the applicable accounting standards had been followed and there were no material departures from the same; b. the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the March 31, 2025 and of the profit of the Company for that year; c. the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; d. the Directors had prepared the annual accounts on a going concern basis; and e. the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

15. Compliance with Secretarial Standards:

The Company has complied with the applicable Secretarial Standards viz. SS-1 i.e., Secretarial Standard on Board Meetings and SS-2 i.e., Secretarial Standard on General Meetings during the year under review.

16. Deposits:

The Company has not accepted or renewed any amount falling within the purview of provisions of Section 73 of the Companies Act 2013 (“the Act”) read with the Companies (Acceptance of Deposit) Rules, 2014 during the year under review. Hence, the requirement for furnishing of details of deposits which are not in compliance with the Chapter V of the Act is not applicable.

17. Annual Return:

In accordance with Section 92(3) and Section 134(3) (a) of the Companies Act, together with Rule 12 of the Companies (Management and Administration) Rules, 2014, we are pleased to announce that the Annual Return (MGT-7) of the Company as of March 31, 2025, is now accessible on our website www.sheratonproperties.in.

Stakeholders are invited to review the document. This initiative is part of our ongoing commitment to ensure transparency and ease of access to our corporate disclosures.

18. Vigil Mechanism/ Whistle Blower Policy:

The Company believes in conducting its affairs in a fair and transparent manner by adopting highest standards of professionalism, honesty, integrity and ethical behavior. Pursuant to Section 177(9) of the Act read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 and Regulation 22 of the Listing Regulations, the Board of Directors implemented a vigil mechanism through the adoption of Whistle Blower/Vigil Mechanism Policy. The above policy is available on the Companys website on www.sheratonproperties.in.

19. Corporate Social Responsibility:

The provision of Section 135 of the Act, related to Corporate Social Responsibility of the Act read with Companies (Corporate Social Responsibility Policy) Rules, 2014 are not applicable to the Company. Hence no disclosure with respect to CSR is required to be made by the Company.

20. Corporate Governance:

The Company believes in adopting the best corporate governance practices. The report on Corporate Governance as stipulated under Regulation 34(3) read with Schedule V of the Listing Regulations and the certificate from a Practicing Company Secretary regarding compliance with Corporate Governance norms, form part of this report and are attached asAnnexure-II and Annexure-III, respectively.

21. Particulars of contracts or arrangements with related parties:

The Company has established a comprehensive Policy on Related Party Transactions (RPT Policy), which has been approved by the Board of Directors.

No contracts or arrangements with related party were entered into by the Company pursuant to the provisions of Section 188 of the Companies Act, 2013 during the year under review Accordingly, disclosure in Form AOC-2 is not required to be given.

Additionally, comprehensive disclosures on related party transactions as required under IND AS-24 and Schedule V of the SEBI (LODR) Regulations, 2015 including the names of the related parties and specifics of the transactions, are provided in the financial statements. Members seeking further details are encouraged to refer to the notes accompanying the Standalone Financial Statements.

22. Internal Financial Controls:

Adequate internal control systems commensurate with the nature of the Companys business and size and complexity of its operations are in place and have been operating satisfactorily. Internal control systems comprising of policies and procedures are designed to ensure reliability of financial reporting, timely feedback on achievement of operational and strategic goals, compliance with policies, procedure, applicable laws and regulations and that all assets and resources are acquired economically, used efficiently and adequately protected.

23. Risk Management Policy and Adequacy of Internal Controls:

The Board of Directors of the Company has designed Risk Management Policy/ procedure and Guidelines to avoid events, situations or circumstances which may lead to negative consequences on the Companys businesses, and define a structured approach to manage uncertainty and to make use of these in their decision making.

24. Particulars of Loans, Guarantees, Investments and Securities:

The Company did not give any guarantee or security during the financial year ended March 31, 2025.

The details of loans and Investments covered under the provisions of Section 186 of the Act read with the Companies (Meetings of Board and its Powers) Rules, 2014 are given in the Note 4 and 22 to the Financial Statements.

25. Prevention of Sexual Harassment of Women at Workplace:

The Company has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace and has also established an Internal Complaints Committee, as stipulated by the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules thereunder. During the year under review, no complaints in relation to such harassment at workplace have been reported.

26. Compliance of the provisions relating to Maternity Benefit Act, 1961:

The Company is in compliance with the provisions relating to Maternity Benefit Act, 1961.

27. Disclosure under Section 197(12) of the Companies Act, 2013 and other Disclosures as per Rule 5 of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014:

The disclosure pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is not applicable to the Company.

28. Disclosure Under Section 43(A)(ii) of the Act:

The Company has not issued any shares with differential rights and hence no information as per provisions of Section 43(a)(ii) of the Act read with Rule 4(4) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

29. Disclosure Under Section 54(1)(D) of the Act:

The Company has not issued any sweat equity shares during the year under review and hence no information as per provisions of Section 54(1)(d) of the Act read with Rule 8(13) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

30. Disclosure Under Section 67(3) of the Act:

During the year under review, there were no instances of non-exercising of voting rights in respect of shares purchased directly by employees under a scheme pursuant to Section 67(3) of the Act read with Rule 16(4) of Companies (Share Capital and Debentures) Rules, 2014 is furnished.

31. General:

Your Directors state that no disclosure or reporting is required in respect of the following items during the year under review:

There were no changes in the nature of the business, ensuring consistency in our operations and strategic focus.

The financial statements of the Company remained unaltered, reflecting our commitment to transparency and accuracy in financial reporting.

There was no transfer of unpaid and unclaimed amount to Investor Education and Protection Fund (IEPF) during the year under review.

No significant and material orders have been passed by the Regulators or Courts or Tribunals against the Company which impacts the going concern status and Companys operations in future.

The requirements for maintaining cost records and undergoing cost audits, as prescribed under Section 148(1) of the Companies Act, 2013, were not applicable to our business activities, aligning with our regulatory obligations.

There were no applications made or proceedings pending under the Insolvency and Bankruptcy Code, 2016, underscoring our financial resilience.

The Company did not enter into any one-time settlements with banks or financial institutions regarding any loans, demonstrating prudent financial management and stable creditor relations.

32. Acknowledgements and Appreciation:

The Board of Directors of the Company acknowledge with gratitude the support received from shareholders, bankers, customers, suppliers, business partners, regulatory and government authorities. The Directors recognize and appreciate the efforts of all employees that ensured accelerated growth in a challenging business environment.

For and on behalf of the Board of Directors