Your Directors have the pleasure of presenting the 53rd Annual
Report of the Company together with the Audited Financial
Statements for the financial year ended March 31,2025.

Financial Highlights

The financial performance of your Company, for the year ended
March 31,2025, is summarised below; ? in lakh

Performance and state of Company's affairs

The Company achieved revenue of ? 5961.36 lakh as compared
to ? 6512.59 lakh in the previous year. Earnings before Interest,
Depreciation, Tax and Amortization (EBIDTA) were ? 2451.10 lakh
as compared to ? 3134.16 lakh last year. The Net Profit is ? 1399.68
lakh as compared to ? 2054.19 lakh last year.

Future Prospects

Indian tourism and hospitality industry is emerging as the one of
the key growth drivers amongst service sectors in India. Further,
massive development of infrastructure and improved connectivity
is likely to result in an exponential growth of tourism industry.
The Company's cash reserves are very strong and is presently
looking at opportunities to expand by way of both greenfield
projects as well as acquiring existing properties on lease. Your
directors are confident of achieving higher topline and bottom¬
line in the coming years.

Change in the nature of Business

During the year under review, there has been no change in the
nature of the business of the Company.

Dividend

Your directors are pleased to recommend a dividend of 40%
(? 0.80 per equity share of? 2 each) on the capital comprising of
5,12,60,000 equity shares of ? 2 each for the year 2024-25.

The Dividend if approved by the shareholders will amount to
? 410.08 lakh.

The dividend pay-out is in accordance with the Dividend
Distribution Policy of the Company which is uploaded on the
Company's website at https://www.sinclairsindia.com/investor/
Dolicies/Dividend-Distribution-Policv.Ddf

Transfer to Reserves

Yourdirectorsdonot propose transferring any amountto reserves
for the financial year 2024-25.

Share Capital

There is no change in the Share Capital during the year under
review. The Company has not issued any shares with differential
voting rights, stock options or sweat equity shares.

Directors and Key Managerial Personnel

The details of the Directors and Key Managerial Personnel of the

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Ms. Pramina Suchanti (DIN: 00273736) Director retires by rotation
at the forthcoming Annual General Meeting and being eligible,
offer herself for reappointment. The Directors recommend
re-appointment of Ms. Pramina Suchanti to the Board. The notice
convening the 53rd AGM to be held on August 6,2025, sets out
the details.

Further, during the year under review, Mr. Vivek Goenka
(DIN: 00042285), was appointed as an Independent Director with
effect from November 08,2024, for a term of five years which was
approved by the shareholders through postal ballot held on January
20,2025.

Ms Kumkum Gupta ceased to be a Director from November 09,
2024 in view of completion of her 2nd tenure as Independent
Director. The Board wishes to record its appreciation of the guidance
provided by Ms Gupta during her tenure as Independent Director
of the Company.

Directors' Qualification Certificate

In accordance with Regulation 34(3) read with Schedule V Para-C
Sub clause 10(i) of the Securities Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015, a

Certificate from Mr. Arup Kumar Roy, Practicing Company Secretary
dated May 20, 2025 certifying that none of the directors on the
board of the Company have been debarred or disqualified from
being appointed or continuing as directors of the Companies by
SEBI/ Ministry of Corporate Affairs or any such statutory Authority
is attached as Annexure to the Corporate Governance Report.

Declaration by Independent Directors

Declaration by Independent Directors that they meet the criteria
of independence as provided in sub-section (6) of Section 149 of
the Companies Act, 2013 has been received from all the
Independent Directors.

Meeting of Board of Directors

Five (5) Board Meetings were held during the financial year ended
on March 31,2025. The details of the board meetings, their dates,
and the attendance of the directors are given in the Corporate
Governance Report.

Board Evaluation

Pursuant to the provisions of the Companies Act, 2013 and other
applicable provisions, the review of Non-Independent Directors
and the Board as a whole and its Committees were undertaken in
separate meetings of Independent Directors on January 31,2025
and March 27,2025, withoutthe attendance of Non-Independent
Directors and members of the management. At the meeting, the
performance of the Chairman was reviewed. The meeting also
assessed the quality, quantity and timeliness of the flow of
information required for the Board to perform its duties properly.
The Board of Directors separately evaluated the performance of
each of the Independent Director. The concerned Independent
Director did not participate in the meeting. The Directors have
expressed their satisfaction with the evaluation process.

Based on the findings from the evaluation process, the Board will
continue to review its procedures and effectiveness in the financial
year ahead with a view to following the highest standards of
corporate governance.

Familiarisation Programme for Independent Directors

The details of the familiarisation programme for Independent
Directors undertaken by the Company during the year under
review is available on the Company's investor information website
and a web link of the same is given in the Corporate Governance
Report.

Audit Committee

In accordance with Section 177 ofthe Companies Act, 2013, and
Rules made thereunder and Regulation 18 of SEBI (Listing
Obligations Disclosure Requirements) Regulations 2015, the
Company has duly constituted the Audit Committee, details of
which are disclosed in the Corporate Governance Report forming
part of this Annual Report.

Nomination and Remuneration Committee

In accordance with Section 178 of Companies Act, 2013 read with
Rule 6 of Companies (Meetings of Board and its Powers) Rules,
2014 and Regulation 19 of SEBI (Listing Obligations Disclosure
Requirements) Regulations 2015, the Company has constituted a
Nomination and Remuneration Committee, details of which are
disclosed in the Corporate Governance Report forming part of this
Annual Report.

Stakeholders'Relationship Committee

In accordance with Section 178 ofthe Companies Act, 2013 read
with Rule 6 of Companies (Meetings of Board and its Powers) Rules,
2014 and Regulation 20 of SEBI (Listing Obligations Disclosure
Requirements) Regulations 2015, the Company has constituted a
Stakeholders' Relationship Committee, details of which are
disclosed in the Corporate Governance Report forming part of this
Annual Report.

Auditor(s) and their reports

(i) Statutory Auditor

The Shareholders at their 51st Annual General Meeting (AGM)held
on July 17,2023, had approved the re-appointment of M/s B S R
&Co. LLP, Chartered Accountants (Firm Registration No. 101248W/
W-100022) as Statutory Auditors ofthe Company, to hold office
from the conclusion ofthe 51st AGM up to the conclusion ofthe
56th AGM.

The Statutory Auditors' Report on the financial statements ofthe
Company for the financial year ended on March 31,2025, forms
part of this Annual Report. The notes on financial statements
referred to in the Auditors' Report are self-explanatory and,
therefore, do not require further clarification. There are no
qualifications, adverse remarks or disclaimer made by the Auditors
in their Report, and hence, no explanation or comments of the
board are required.

(ii) Secretarial Audit

In terms of Section 204 ofthe Companies Act, 2013, read with the
Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, Mr. Arup Kumar Roy, Practicing Company
Secretary, had been appointed as Secretarial Auditor of the
Company in Board Meeting held on May 21,2024, to conduct
secretarial audit for the financial year 2024-25.

The report ofthe Secretarial Auditor for the year ended March 31,
2025, in Form MR-3 is given as Annexure 1 to this report. Further,
Mr. Arup Kumar Roy, Secretarial Auditor has issued Secretarial
Compliance Report for the year ended March 31,2025, confirming
compliance of SEBI Regulations / guidelines / circulars issued
thereunder and as applicable to the Company. There is no
qualification, adverse remark or disclaimer made by the Secretarial
Auditor in their Report and hence, no explanation or comments
ofthe board are required.

Board of Directors at its meeting held on May 20, 2025, has
approved the appointment of Mr. Arup Kumar Roy, Company
Secretary in Practice (C. P. No: 9597) as Secretarial Auditor ofthe
Company for a period of five consecutive years commencing from
Financial year (FY) 2025-26 till FY 2029-2030, subject to the approval
ofthe shareholders on the Company at the ensuing Annual General
Meeting. The details pertaining to this is given in the notice of
AGM.

(Mi) Internal Audit

The Company had appointed M/s. Mookherjee Biswas & Pathak,
Chartered Accountants, as its Internal Auditor.The Internal Audit
team is submitting their report regularly to the Audit Committee.

Vigil Mechanism

Pursuant to the provisions of Section 177(9) & (10) ofthe Companies
Act, 2013 read with Regulation 22 ofthe SEBI (LODR) Regulation,
2015, a Vigil Mechanism for directors and employees to report
genuine concerns has been established. The Policy is available on
the Investor Information website ofthe Company at
www.sinclairsindia.com/investor/Viqil Mechanism.pdf

During the year ended March 31,2025, no com plaints were received
under the Policy.

Risk Management Policy

The policy on risk management is not applicable to the Company.

Disclosures of transactions of the listed entity with any person
or entity belonging to the Promoter/Promoter Group

During thefinancial year 2024-25, no such transaction took place
with any person or entity belonging to promoter/ promoter group.

Business Responsibility and Sustainability Reporting

The Business Responsibility and Sustainability Report is not
applicable to the Company for the period under review.

Internal Financial Control

Your Company has adequate internal control system, which is
commensurate with the size, scale and complexity of its operations.
Your Company has designed and implemented a process driven
framework for Internal Financial Controls (IFC) within the meaning
of the explanation of Section 134(5) of the Act, SEBI Regulations,
2015 and other relevant statutes applicable to your Company.

Your Company has a process in place to continuously monitor
existing controls and identify gaps and implement new and / or
improved controls wherever the effect of such gaps would have
a material effect on your Company's operations.

A report on the internal financial controls of the Company, as
required under clause (i) of sub-section 3 of section 143 of the
Companies Act, 2013, issued by M/s. B S R & Co. LLP, Chartered
Accountants (ICAI Firm Registration No. 101248W/W-100022),
forms part of Independent Auditor's Report and the same is self¬
explanatory.

Significant and material orders passed by the regulators,
courts, and tribunals impacting the going concern status and
the Company's operations in the future

During the period under review, no significant material order has
been passed by any Regulators/Courts/Tribunals impacting the
going concern status and the Company's operations in future.

Company's Policy on Directors' Appointment and
Remuneration and Senior Management Appointment and
Remuneration

In accordance with Section 178 of the Companies Act 2013 read
with Regulation 19(4) ofthe SEBI (Listing Obligation and Disclosures
Requirement) Regulations 2015, the Company's Nomination and
Remuneration Committee has formulated a policy on Appointment
and Remuneration of Directors, Key Managerial Personnel and
Senior Management.The policy has been uploaded on the investor
information website at www.sinclairsindia.com/investor/policies/
Policy-on-Direct or-Appointment-and-Remuneration-and-Senior-
Manaqement-Appointment-and-Remuneration.pdf

Directors' Responsibility Statement

Pursuanttothe requirements of Section 134(5) ofthe Companies
Act, 2013, we hereby state and confirm that

i) In the preparation ofthe annual financial statements for the
financial year ended March 31,2025, the applicable accounting
standards have been followed;

ii) The Directors have selected such accounting policies and
applied them consistently and made judgments and estimates
that are reasonable and prudent so as to give a fair view ofthe

state of affairs of the Compa ny and of the profit for the year
ended March 31,2025;

iii) The Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance
with the provisions of Companies Act, 2013 for safeguarding
the assets ofthe Company and preventing and detecting fraud
and other irregularities;

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

v) The Directors have laid down internal financial controls which
are being followed by the Company and that such internal
financial controls are adequate and are operating effectively;
and

vi) The Directors have devised proper system to ensure compliance
with the provisions of all applicable laws and that such systems
were adequate and operating effectively.

Reporting of Fraud by Auditors

During the year under review, the Auditors have not reported any
instance of fraud committed in the Company by its Officers or
Employees, to the Audit Committee or to the Board of Directors
under Section 143(12) ofthe Companies Act, 2013.

Managerial Remuneration

The information required pursuant to Section 197(12) read with
Rule 5(1) of the Companies (Appointment and Remuneration of
Managerial Personnel) Amendment Rules, 2016 in respect of
employees ofthe Company is attached as Annexure 2 and forms
part ofthe Directors' Report. There are no employees who are in
receipt of remuneration in excess ofthe limit specified under Rule
5 (2) and 5 (3) ofthe Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2016.

Particulars of Conservation of Energy, Technology Absorption,
Foreign Exchange Earnings and Outgo

The operations of your company do not require energy
consumption of any significant level. The company does not use
any imported technology. Therefore, information regarding
conservation of energy and technology absorption as required
under Section 134(3) (m) ofthe Companies Act, 2013 read with
Rule 8 ofthe Companies (Accounts) Rules, 2014 is not applicable.

During the year, your Company earned ? 10.95 lakh in foreign
exchange (previous year ? 2.01 lakh). There was expenditure in
foreign currency of? 6.57 lakh (previous year ? 7.19 lakh).

Transfer to Investor Education and Protection Fund

Pursuant to Section 124 ofthe Companies Act 2013, and Investor
Education and Protection Fund Authority (Accounting, Audit,
Transfer and Refund) Rules, 2016, as amended, the amount of
dividend remaining unpaid or undaimed for a period of seven
years from the due date is required to be transferred to the Investor
Education and Protection Fund (IEPF). During the year under review,
the Company had transferred on November 13,2024 ? 181,9527-
being the unpaid and unclaimed dividend amount pertaining to
the Dividend for the financial year 2016-2017.

In terms of the provisions of Section 124(6) ofthe Companies Act,
2013 and Investor Education and Protection Fund Authority
(Accounting, Audit,Transferand Refund) Amendment Rules, 2017,
the Company is required to transfer the shares in respect of which
dividend remains unpaid and unclaimed for a period of seven
consecutive years to the Investor Education and Protection Fund
(IEPF) Suspense Account. Accordingly, during the year under review,

8045 equity shares have been transferred to IEPF on December 5,
2024, after giving individual notices to concerned shareholders
and advertisements in newspapers.

Thelistofshareholderswhosedividend remain unpaid/undaimed
till date of previous Annual General Meeting held on July 18,2024
have been uploaded in the Company's Investor Information website

at www.sinclairsindia.com/invest or-information.php#unclaime d-
dividend

Shareholders are requested to check their unpaid dividend from
this list and contact the Registrars and Share Transfer Agents to
obtain duplicate dividend warrants.

Corporate Social Responsibility (CSR)

The key philosophy of the CSR initiative undertaken by the
Company is to contribute in the areas of education and healthcare
of the underprivileged, irrespective of caste and creed. The CSR
policy as approved by the Board is available on the Company's
investor information website atwww.sinclairsindia.com/investor/
Dolicies/Policv-CorDorate-Social-ResDonsibilitv.Ddf Disclosures as
required under Rule 9 of the Companies (Corporate Social
Responsibility) Rules, 2014 are given in Annexure 3 to this report.

Particulars of Loans, Guarantees or Investments

There are no loans, guarantees, or investments made by the
Company covered under the provision of Section 186 of the
Companies Act, 2013.

Public Deposits

During the year under review, the Company has not accepted any
deposit from the public.

Related Party Transactions

The contracts, arrangements or transactions entered with related
parties during financial year 2024-25 were at an arm’s length basis
and were in the ordinary course of business. There were no
materially significant related party transactions with the Promoters,
Directors, Management or their relatives, which could have had a
potential conflict with the interests of the Company. The policy on
related party transactions as approved by the Board is available
on the Company's website at www.sinclairsindia.com/investor/
policies/Policv-Partv-Transaction.pdf No Material related party
transactions as per the materiality threshold of Regulation 23 of
SEBI (Listing Obligations & Disclosure Requirements) Regulations
2015, were entered during theyear bytheCompany. Accordingly,
the disclosure of transactions as required under Section 134(3)(h)
of the Act, in Form AOC-2, is not applicable.

Corporate Governance

The Company has complied with all the corporate governance
requirements under SEBI (Listing Obligation and Disclosure
Requirements) Regulations, 2015. A detailed report on the
Corporate Governance for the financial year 2024-25 together with
Certificate from Practising Company Secretary, confirming
compliance with the conditions of Corporate Governance is given
as Annexure 4 to this report.

Secretarial Standards

The Company is in compliance with the mandatory applicable
Secretarial Standards issued by the institute of Company Secretaries
of India and approved by the Central Government under Section
118(10) of the Act.

Management Discussion and Analysis Report

The Management Discussion and Analysis Report for the year

under review, as per Regulation 34 of SEBI (Listing Obligation and
Disclosure Requirements) Regulations, 2015 is annexed to this
report.

Listing

Your Company's equity shares are listed on BSE Limited (BSE),
National Stock Exchange of India Limited (NSE) and Calcutta Stock
Exchange (CSE) during the financial year under review.

Listing and trading of equity shares of the Company has
commenced at National Stock Exchange of India Limited (NSE)
from April 10,2024.

The Annual listing fees for financial year 2025-26 have been paid
to all the stock exchanges.

Annual Return

In accordance with provisions of Sections 92(3) and 134(3)(a) of
the Companies Act, 2013, a copy of Annual Return is available on
the Company's website at https://www.sinclairsindia.com/investor-
information.php#annual-return.

CEO and CFO certification

Pursuant to Regulation 17(8) of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, the CEO and CFO
certification as specified in Part B of Schedule II thereof is annexed
to the Corporate Governance Report.

Disclosures under Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013

In accordance with the provisions of Sexual Harassment of Women
at Workplace (Prevention, Prohibition and Redressal) Act, 2013
and the Rules thereunder, your Company has adopted a “Policy
on Prevention of Sexual Harassment at Workplace"to provide equal
employment opportunity and is committed to provide a work
environment that ensures every woman employee is treated with
dignity and respect and afforded equitable treatment.

The Company has complied with the Information required under
Sexual Harassment of Women at Workplace (Prevention, Prohibition
& Redressal) Act, 2013. Further, the details of complaint(s) under
the'Policy on Prevention of Sexual HarassmentofWomen'ofthe
Company during the financial year 2024-25 have been provided
in the Corporate Governance Report.

The company has complied with the rules under Maternity Benefit
(Amendment) Act, 2017, wherever applicable.

Material Changes and Commitments

There have been no material changes or commitments affecting
thefinancial position of the Company since thee lose ofthefinancial
year, i.e., since March 31,2025, and to the date of this report.

Acknowledgements

The Directors place on record their appreciation for the
co-operation extended by the Government of West Bengal,
Andaman & Nicobar Islands Administration, Government of Tamil
Nadu, Government of Sikkim, Government of Rajasthan and other
authorities, and look forward to their continued support.

The Directors thankthe shareholders for their confidence and the
employees for their dedicated service. We thank our guests, vendors
and bankers for their continued support during the year.

For and on behalf of the Board

147 Block G New Alipore Navin Suchanti

Kolkata 700053 Chairman

May 20,2025 DIN: 00273663