Sayaji Hotels (Indore) Ltd Directors Report

TO, THE MEMBERS

SAYAJI HOTELS (INDORE) LIMITED

The Board of Directors of your Company, with extensive gratification is presenting the 6^th Directors Report of your Company for the Financial Year ended 31^st March, 2024.

FINANCIAL HIGHLIGHTS

The Companys financial performance on the basis of Standalone Financial Statements for the financial year 2023-24 is summarized below:

	Amount
	(INR In Lakhs)
Particulars	Current	Previous
	Financial Year	Financial Year
	31.03.2024	31.03.2023*
Revenue from Operations	9,610.45	9,922.58
Other Income	59.32	60.07
Total income	9,669.77	9,982.65
Total Operating Expenditure	7,662.11	7,619.39
Profit/(loss) before Depreciation, Finance costs, Exceptional items and tax expense	2,007.66	2,363.26
Less: Depreciation/Amortization/Impairment	644.69	645.91
Profit/(Loss) before Finance cost, Exceptional items and Tax Expense	1,362.97	1,717.35
Less: Finance Costs	429.64	318.35
Profit/(loss) before Exceptional items and Tax Expense	933.33	1399.00
Add/(less): Exceptional items	-	-
Profit /(Loss) before Tax Expense and Share of Profit/(Loss) of the Associates	933.33	1399.00
Share of Profit/(Loss) of the Associates	-	-
Profit /(Loss) before Tax Expense	933.33	1399.00
Less: Tax Expense - Current & Deferred	214.92	359.31
Profit/ (loss) for the year (1)	718.41	1039.69
Other Comprehensive Income/(loss)(2)	(23.49)	(10.75)
Total (1+2)	694.92	1028.94

PERFORMANCE

The annexed Management Discussion and Analysis Report forms part of this report and covers, amongst other matters, the performance of the Company during the Financial Year 2023-24 as well as the future outlook.

DIVIDEND

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. 3rd Day of June, 2024.

TRANSFER TO RESERVES

During the year under review, the Board of Directors have decided to distribute dividend on Unlisted 10% Cumulative Redeemable Preference shares of the Company and then to redeem the same from the net profit of the Company instead of transferring it to the reserves.

LISTING INFORMATION

The Trading in the Equity Shares of the Company has commenced with effect from Monday, 15^th January 2024 with the information as mentioned below:

• Scrip code of the Company "544080"

• ISIN of the Company "INE0MGS01014"

• Scrip ID "SHILINDORE"

CAPITAL STRUCTURE

The Paid up Equity Share capital as at 31^st 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-1"), Sayaji Hotels (Indore) Limited (Formerly known as Sayaji Hotels (Vadodara) Limited) ("Resulting Company 1" or "SHIL"), Sayaji Hotels (Pune) Limited ("Resulting Company 2" or "SHPL") and Sayaji Hotels

Management Limited ("Transferor Company-2") and their respective shareholders and Creditors under the provisions of sections 230 to 232, read with section 52 and 66 and other applicable provisions of the Companies Act, 2013.

The Scheme became effective on August 01, 2023 ("Effective Date").

Upon the Composite Scheme becoming effective and with effect from the Appointed Date i.e. 1^st April,

2022, 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 (Indore) 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 received the trading approval on 11^th January, 2024, subsequently listing its shares on the Stock Exchange on January 15^th, 2024.

DEPOSITS FROM PUBLIC

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

LOAN FROM DIRECTORS

During the year under review the Company has received unsecured loans from directors of the Company which is in compliance of Rule 2(C) (vii) of the Companies (Acceptance of Deposit) Rules, 2014 and the said transaction is exempted from the deposit rules as such.

CORPORATE SOCIAL RESPONSIBILITY

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.

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 31st March, 2025.

However, since 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.

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

PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

The Company has a policy and framework for employees to report sexual harassment cases at workplace and our process ensures complete anonymity and confidentiality of information. The said policy can be accessible through https://shilindore.com/wp-content/uploads/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. During the year under review, the Company has not received any complaint of sexual harassment from the women employees of the Company and no complaint was pending at the end of the year.

SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES

Your Company has no Associate, Join Ventures or Subsidiaries.

APPLICABILITY OF CORPORATE SOCIAL RESPONSIBILITY

The Board of Directors of your company hereby confirms that the Company does not meet the criteria under Section 135(1), therefore the Company does not attract obligation of Corporate Social Responsibility under Section 135(5) of the Act for Financial Year 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://shilindore.com/wp-content/uploads/2024/01/13.-Code-of-Conduct-to-regulate-Moniter-and-report-trading-by-insiders-1.pdf and https://shilindore.com/wp-content/uploads/2024/01/12.-Code-of-Practices-and-Procedures-for-Fair-Disclosure-of-UPSI.pdf

BOARD OF DIRECTORS AND OTHER KEY MANAGERIAL PERSONNEL

As at 31^st March, 2024, the composition of the Board of Directors was in accordance with the provisions of Section 149 of the Act and Regulation 17 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, with an optimum combination of Executive, Non-Executive and Independent Directors. As on the date of this Annual Report, the Board of Directors of the Company consists of 5 members. The Board consists of Whole Time Director and 2 Independent Directors and Key Managerial personnel as under:

Sr. No.	Name	Designation
1.	Mr. Thottappully Narayanan Unni	Independent Director, Chairman
2.	Mr. Raoof Razak Dhanani	Non-Executive Director
3.	Mrs. Suchitra Dhanani	Non-Executive Director
4	Mr. Hamza Aziz Valiulla	Whole-time director
4.	Mr. Abhay Chintaman Chaudhari	Independent Director
5.	Mr. Yash Agrawal	Chief Financial Officer
6.	Mr. Mangesh Deshpande*	Company Secretary and Compliance Officer

* Mr. Mangesh Deshpande has resigned from the post of Company Secretary and Compliance Officer of the Company w.e.f 11^th May, 2024.

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

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

1. Thottappully Narayanan Unni (DIN: 00079237) and Mr. Abhay Chintaman Chaudhari (DIN: 06726836), who were appointed by the board as Additional Directors (Independent and Non-Executive Category) dated 8^th July, 2023, have been appointed as Independent Directors in the Annual General Meeting held on 10th July, 2023.

2. Mr. Hamza Aziz Valiulla (DIN: 06994153) who was appointed by the board as an Additional Director (Whole -Time Director) dated 8^th July, 2023, has been appointed as Whole -Time Director of the Company in Annual General Meeting held on 10^th July, 2023.

3. Mr. Mangesh Deshpande has been appointed as the Company Secretary and Compliance officer of the Company w.e.f 27^th May, 2023.

4. Mr. Rizwan Rafique Shaikh (DIN: 05294138) has resigned from the post of Non- Executive Director of the Company w.e.f 8^th July, 2023

5. Mr. Yash Agrawal has been appointed as the Chief Financial officer of the Company w.e.f 28^th August, 2023.

After March 31^st, 2024 and till the date of this report following changes were made in the Composition of Board of Directors and Key Managerial Personnel:

1. Mr. Mangesh Deshpande, Company Secretary and Compliance officer of the Company has resigned from the company w.e.f 11^th May, 2024.

STATEMENT OF DECLARATION BY INDEPENDENT DIRECTORS

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

In terms of Regulation 25(8) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, 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 SEBI (Listing Obligations and Disclosure Requirements), 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://shilindore.com/wp-content/uploads/2024/02/5.-Familiarization_programme_for_Independent_directors.pdf.

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

During the year under review, a separate meeting of Independent Directors was held on 9^th February,

2024 without the presence of non-independent directors and members of the management pursuant to Schedule V of the Act and Regulation 25(3) and (4) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, details of which is present in the Corporate Governance Report forming part of this Annual Report.

RETIREMENT BY ROTATION

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

Company.

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

MEETINGS OF THE BOARD AND ITS EFFECTIVENESS

During the financial year under review, your Board has met Nine (9) times and details of the composition of the Board and its Committees and of the meetings held and attendance of the Directors at such meetings are provided in the Corporate Governance Report.

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

COMMITEES OF THE BOARD OF DIRECTORS

During the year under review, the Company has 3 (Three) Committees as mentioned below and details with respect to the composition, charters and meeting 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

The details of Composition of the above-mentioned Committees are also available on the Companys website https://shilindore.com/wp-content/uploads/2024/02/COMMITTEES-OF-BOARD_SHIL.pdf

POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION

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

Managerial Personnel (KMP) and senior management personnel, salient features of which are hereunder:

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

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

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

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

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

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

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

As per Section 134(3) and 178(4) of the Act, the web link of Nomination and Remuneration Policy of the Company is https://shilindore.com/wp-content/uploads/2024/01/8.-Nomination_and_Remuneration_Policy.pdf

AFFIRMATION ON COMPLIANCE WITH CODE OF CONDUCT OF THE COMPANY

Pursuant to Regulation 17 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, your Company has adopted a Code of Conduct for its employees including the Whole Time Director and Executive Directors and Senior Management. In addition, the Company has also adopted a Code of Conduct for its Non-Executive Directors and Independent Directors. These Codes are available on the Companys website at https://shilindore.com/wp-content/uploads/2024/01/14.-Code_of_Conduct_for_Board_and_Senior_Management.pdf All Directors and members of Senior Management have as on 31^st March 2024, affirmed their compliance with:

• Code of Conduct for Board of Directors and Senior Management

• Code for Independent Directors, as applicable.

The Company has obtained a Certificate from the Whole Time Director regarding compliances of the codes as stipulated above. The Certificate is appended as "Annexure – 1" to this Annual Report.

ANNUAL EVALUATION OF THE BOARD

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

RISK MANAGEMENT

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

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

• Risk of business slowdown, inadequate growth and negative returns;

• Risk related to cyber-crime and data safety;

• Risk of Fire, Earthquake or other Natural Calamities;

• Risk of inadequate compliance;

• Risk of Guest and Staff accident;

• 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://shilindore.com/wp-content/uploads/2024/01/7.-Risk-Management-Policy.pdf

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

MATERIAL DEVELOPMENTS IN HUMAN RESOURCE AND REMUNERATION OF EMPLOYEES

Your Company firmly believes that a well-planned Human Resource Management 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 Employees. 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.

Our Company follows a performance measuring tool like Key Performance Indicators (KPI), applicable depending on their position in the organization, by which periodical evaluation of the employees performance is done based on their area of working. This also encourage them to work hard and efficiently at all levels of work.

The Company has total number of permanent employees on roll as at 31^st March, 2024 were 598.

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 – 2 to this Annual report.

Further, none of the employee in the Company falls under the provision of Section 197 (12) of the Companies Act, 2013 and Rule 5 (2) and 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

ADEQUACY OF INTERNAL FINANCIAL CONTROL SYSTEMS

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

• reasonable assurance regarding the effectiveness and efficiency of operations; • the adequacy of safeguards for assets; • assurance regarding reliability of financial statements; • the reliability of financial controls and compliance with applicable laws and regulations.

The internal audit process provides a positive assurance to the Company about the internal financial control, it converges process framework, risk and control matrix and a scoring matrix, covering all critical and important functions inter-alia revenue management, hotel operations, purchase, finance, human resources and safety. It ensures that all the transactions are authorized, recorded and reported correctly and assets are safeguarded and protected against loss from unauthorized use or disposition.

Based on the framework of internal financial controls and compliance systems established and 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 2023-24.

POLICIES

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

• Corporate Social Responsibility Policy

• Familiarization Programme for Independent directors

• Material Subsidiary Policy

• Related Party Transaction Policy

• Risk Management Policy

• Nomination and Remuneration Policy

• Policy for determination of materiality

• Policy for Preservation of the Documents and Archival of Documents

• Business Responsibility Policy

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

• Whistle Blower & Vigil Mechanism Policy

• Policy on Sexual Harassment

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

DIRECTORS RESPONSIBILITY STATEMENT

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

• in the preparation of the annual financial statements for the year ended 31st March, 2024, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same; • they have selected such accounting policies in consultation with Statutory Auditors and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs and loss of the company at the end of the Financial Year 2023-24;

• they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the

Company and for preventing and detecting fraud and other irregularities;

• they have prepared annual financial statements for year ended 31st March, 2024 on a going concern basis; • they have laid down internal financial controls for your Company, which are adequate and operating effectively; and

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

A statement to the effect is annexed here to as ‘Annexure-3 forming part of this Annual Report.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

All the contracts, arrangements or transactions entered into during the year under review by the Company with related parties were in ordinary course of business and on an arms length basis. Prior omnibus approval is obtained for related party transactions (RPTs) which are of a repetitive nature and entered in the Ordinary Course of Business and are at Arms Length. A statement on RPTs specifying the details of the transactions, pursuant to each omnibus approval granted, has been placed on quarterly basis for review by the Audit Committee.

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

As per the requirements of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, your Company has framed a policy on dealing with RPTs which can be accessed on the Companys website under the link: https://shilindore.com/wp-content/uploads/2024/01/2.-Related_Party_Transaction_Policy.pdf. This Policy intends to ensure that proper reporting, approval and disclosure processes are in place for all transactions with the Related

Parties.

AUDITORS

STATUTORY AUDITOR

The Auditors, M/s K.L. Vyas & Co., Chartered Accountants, (F.R.No.003289C) were appointed with your approval at the 1^st AGM held on 30^th September, 2019, to hold the office till the conclusion of the 6^th

AGM to be held in the Financial year 2023-24. The tenure of their appointment shall expire on the conclusion of this Annual General Meeting.

Further, the Board of Directors has received willingness from M/s. K. L. Vyas & Co, Chartered Accountant (Firm Registration No. 003289C) to work as a statutory auditor of the Company for further term of 5 yea rs. They have also confirmed their eligibility under section 141(3) of the Companies Act, 2013. Your directors recommended the name of M/s K.L. Vyas & Co. to re-appoint as a statutory auditor of the Company for further term of 5 years from the conclusion of 6^th AGM till the conclusion of 11^th AGM to be held on 2029.

The Report given by the Auditors on the financial statements of the Company is part of this Annual Report. There has been no qualification, reservation, adverse remark or disclaimer given by the Auditors in their report. However, the Auditors have emphasized on below mentioned matter; a. We draw attention to Note No.41.I.iii of the financial statements in respect of the leasehold land of Indore hotel, Indore Development Authority (IDA) has cancelled the lease vide order dated 20th Dec. 2017. Company had challenged the said order before Honble High Court, Indore bench. Honble High Court Single Bench has decided the matter against Company vide their order dated 16th July 2018. However, Company has filed revision Writ Appeal before Division Bench of Honble High Court, Indore bench. Meanwhile, the Madhya Pradesh Government has framed rules for mitigation of lease terms/compounding and further amended the said rules on 9th April 2021 due to which company also became eligible under the said rules to apply for compounding/ mitigation and hence company applied to IDA for compounding of alleged violations of the lease deed. On 8th March 2022, High Court, Indore bench admitted the Writ Appeal and further directed IDA to decide the compounding application of the company. Personal hearing has been done on 29th March 2022 before the IDA regarding the compounding application and order is awaited. IDA has also filed an application before the Competent Authority under The Public Premises (Eviction) Act for eviction of the Company from said premises. High Court has granted stay on the passing of any order under the said eviction proceedings. In view of the matter being disputed and stay granted in eviction proceedings, the company continues to prepare the accounts on a going concern basis.

Our opinion on the financial statements is not modified in respect of above matter. b. We draw attention to 41.I.iii, the Indore hotel has been demerged from Sayaji Hotels Limited to Sayaji Hotels (Indore) Limited, but in view of the ongoing litigation regarding cancellation of lease, the Company has not yet applied for change of name in the records of IDA and mutation of the property in the records of Registrar of Properties. Hence, stamp duty payable has not been adjudicated and not provided in books of accounts & the same will be accounted by the management in the year in which such cost is incurred. Our opinion is not modified in respect of this matter.

During the year under review, the Auditors had not reported any matter under Section 143 (12) of the Companies Act, 2013.

SECRETARIAL AUDITOR

The Board of Directors had appointed M/s Neelesh Gupta & Co., Practicing Company Secretaries (COP No. 6846) in accordance with provisions of Section 204 of the Companies Act, 2013 and Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 to conduct Secretarial Audit and Annual Secretarial Compliance Report for the financial year 2023-24 whose report is attached separately to this report as "Annexure 4" of this Report.

The Company has undertaken an audit for the year ended 31st March, 2024, pursuant to Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 for all applicable compliances as per the said Regulations. The Annual Secretarial Compliance Report duly signed by Mr. Neelesh Gupta, Practicing Company Secretary is available on the website of the Company at https://shilindore.com/investors/

COST AUDITOR

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

CORPORATE GOVERNANCE

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

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

A certificate pursuant to Para E Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, from M/s K. L Vyas and Company, Statutory Auditors of the Co mpany regarding compliance of conditions of Corporate Governance as stipulated under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is attached as ‘Annexure - 5 to this Report.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

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

The purpose of this policy is to provide a framework to protect employees wishing to raise a concern about serious irregularities within the Company. It is affirmed that no personnel of the Company have been denied to access to the Chairman of Audit Committee.

The details of the policy have been disclosed in the Corporate Governance Report, which forms a part of the Annual Report and is also available on https://shilindore.com/wp-content/uploads/2024/01/10.-Whistle-Blower-Vigil-Mechanism-Policy.pdf

MANAGEMENT DISCUSSION & ANALYSIS

Pursuant to the provisions of Regulation 34(2)(e) read with Para B Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Managements Discussion and 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.

WHOLE TIME DIRECTOR & CHIEF FINANCIAL OFFICER 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 18^th May, 2024 was placed before the Board in its meeting held on 18^th May, 2024 and was reviewed and taken on record by the Board. The said Certificate is attached as "Annexure - 6" to this Annual Report. Since theres no Chief Executive Officer in the Company, therefore certificate is taken from Whole Time Director and Chief Financial Officer of the Company.

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

Your Company is continuously striving towards conservation of energy across all its units and has also earned foreign currency in Financial Year 2023-24, complete details with regard to Conservation of

Energy, Technology Absorption, Foreign Exchange Earnings and outgo in accordance with the provisions of Section 134 (3)(m) of the Companies Act 2013 read with Rule 8(3) of Companies (Accounts) Rules, 2014 has been disclosed in "Annexure 7" to this Annual Report.

COMPLIANCE WITH SECRETARIAL STANDARDS

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

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

There have been no material changes and commitments, affecting the financial position of the Company which occurred between the end of the financial year 2023-24 to which the financial statements relate and the date of this report except the approval of scheme of amalgamation and demerger as specified above in this report and approved by Honble NCLT, Chennai Bench. Pursuant to the Scheme, the entire Indore business of the Company which includes and consists of (a) 5-Star hotel at Vijay Nagar, Indore consisting of centrally air-conditioned rooms, restaurants, banquet halls, banquet gardens, plaza shops, arcade shops and club with sports facilities built on land taken on lease from Indore Development Authority and (b) Amber Convention Centre at Bypass Road, Nipania, Indore consisting of centrally air-conditioned hall with partition, banquet garden & rooms built on leasehold land will be segregated and be run by the Sayaji Hotels (Indore) Limited ("Resulting Company").

DEMATERIALIZATION OF SHARES AND LIQUIDITY

The Companys shares are compulsorily traded in dematerialized form on 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 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 INE0MGS01014.

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 2023-24 to the Stock Exchange i.e. BSE Limited and to the depositorys i.e. National Securities and Depositories Limited (NSDL) and Central Depository Services (India) Limited (CDSL) respectively.

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

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

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

No application was filed for corporate insolvency resolution process, by a financial or operational creditor or by the Company itself under the IBC before the NCLT.

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

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

GENERAL

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

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

• Issue of Equity Shares with differential rights as to dividend, voting or otherwise; • Issue of shares (including sweat equity shares) to employees of the Company under any scheme save and ESOS; • No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Companys operations in future.

CERTIFICATE FROM PRACTISING COMPANY SECRETARY OF NON-DISQUALIFICATION OF DIRECTORS

The Company has obtained a certificate dated 18^th May, 2024 from M/s Neelesh Gupta & Co., Practicing Company Secretaries, under Regulation 34(3) and Schedule V Para C Clause (10) (i) of LODR Regulations, 2015 confirming that none of the Directors on the Board of the Company have been debarred or disqualified from being appointed or continuing as Directors of Company by the Securities and Exchange

Board of India (SEBI) and Ministry of Cor porate Affairs (MCA) or any such statutory authority and the same is annexed hereto as ‘Annexure – 8.

WEB ADDRESS OF ANNUAL RETURN

Pursuant to Section 92(3) and Section 134 (3) (a), web address of the annual return as on 31st March, 2024 in form MGT-7 is https://shilindore.com/wp-content/uploads/2024/05/Year-2023-24.pdf

ACKNOWLEDGEMENT AND APPRECIATION

Your Directors place on record their deep appreciation to employees at all levels for their hard work, dedication and commitment. The enthusiasm and unstinting efforts of the employees have enabled the Company to remain a fighter during this unfavorable time. The Board places on record its appreciation for the support and co-operation your Company has been receiving from its suppliers, distributors, retailers, vendors and others associates. Your Company looks upon them as partners in its progress, it will be your Companys endeavor to build and nurture strong links with them based on mutuality of benefits, respect for and co-operation with each other, consistent with consumer interests.

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

	For and on behalf of the Board
Place: Indore	Thottappully Narayanan Unni
Date: 18.05.2024	Chairman
	DIN: 00079237