The Board of Directors of your Company, with extensive gratification is presenting the
(Eighth) 8^th Director's Report of the Company for the Financial Year ended 31^st March, 2026.

FINANCIAL HIGHLIGHTS

The Company's financial performance on the basis of Audited Financial Statements for the
Financial Year 2025-26 is summarized below:

|change in the nature of business

During the financial year 2025-26, no material change occurred in the nature of business of the
Company. The Company continued to operate in the hospitality sector and carried on its
business activities in line with its existing objects and business model.

Financial performance

The Management Discussion and Analysis Report forms part of this Annual Report and
provides an overview amongst other matters and the Company's performance during the
Financial Year 2025-26 and future outlook for the Financial Year 2026-27.

Capital structure

As on the financial year ended on 31^st March, 2026, the:

• Authorized Share Capital

The Authorized Share Capital of the Company is 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.

• Paid-Up Share Capital

The Paid up Equity Share capital as at 31^st March, 2026 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.

During the year under review, the Company had not issued shares with differential voting
right neither granted stock option nor sweat equity. Further the Company had not issued any
debenture bonds and any non-convertible securities.

The Company's equity shares are listed with the Bombay Stock Exchange i.e. BSE Limited.

Dividend

During the year under review, your Company has declared an Interim Dividend at 8% of the
face value (i.e. Rs. 10/ - per share), i.e. Rs. 0.80 per equity share, amounting to an aggregate
outflow of approximately Rs. 24,37,284 to the Shareholders of the Company for the financial
year 2025-26.

The Interim Dividend declared by the Company was paid out of the profits of the Company
to those Members whose names appeared in the Register of Members of the Company as on
the record date, i.e., 20^th November, 2025, fixed for the purpose of payment of Interim
Dividend.

The dividend distribution reflects the Company's continued commitment towards rewarding
its shareholders and creating sustainable long-term value. It also signifies the management's

confidence in the Company's financial strength, operational stability, and future growth
prospects.

The summary of Interim Dividend paid during the Financial Year under review is provided
in the Corporate Governance Report, which forms part of this Annual Report.

The Board of Directors has not recommended any final dividend for the Financial Year ended
31^st March, 2026.

Transfer to reserves

During the year under review, the Board of Directors has decided not to transfer any amount
to the Reserves. Accordingly, the entire profit for the Financial Year 2025-26 has been retained.

Deposits from public

During the year under review, your Company had not accepted 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.

Disclosure of unsecured loan received from directors

During the year under review, 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 unsecured loan
from Directors during the period under review.

REVISION IN FINANCIAL STATEMENTS OR BOARDS REPORT UNDER SECTION
131 (1) OF THE COMPANIES ACT, 2013

During the year under review, no revision was made to the Financial Statements or the Board's
Report of the Company under the provisions of Section 131(1) of the Companies Act, 2013.

Particulars of loans, guarantees and investments

Provisions of Section 186 of the Companies Act, 2013 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.

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 Policy-on-Sexual-Harrasment.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. The Constitution of the said Committee is as follows-

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. The details related to sexual harassment reported during the year are: -

Subsidiaries, associates and joint ventures

Your Company has no Associate, Joint Ventures or Subsidiaries.

Prohibition of insider trading

The Company has in place a mechanism to avoid Insider Trading and abusive self-dealing in
the securities of the Company by the Directors of the Company and other designated persons.

For the above mentioned purpose, the Company has established systems and procedures to
prohibit insider trading activity and has framed a Code of Conduct to Regulate, Monitor and
Report trading by insiders and Code of Fair Practices and Procedures for disclosure of
Unpublished Price Sensitive Information (UPSI) ("Code of Conduct") as per the

requirements of Securities and Exchange Board of India (Prohibition of Insider Trading)
Regulations, 2015 (PIT Regulations), which prohibits the designated persons and connected
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/2026/06/Code of Conduct to Regulate Moniter and Report Trading b
y Insider.pdf

and
https://shilindore.com/wp- content/uploads/2026/06/

Code of Practices and Procedure for Fair Disclosure of UPSI-2.pdf

|board of directors and key managerial personnel

As at 31^st March, 2026, the composition of the Board of Directors was in accordance with the
provisions of Section 149 of the Act and Regulation 17 of the Securities and Exchange Board
of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, with an
optimum combination of Executive, Non-Executive and Independent Directors.

As on 31^st March, 2026 the Board of Directors and KMP of your Company consisted of
an optimum combination of Executive and Non- Executive Directors including Women
Director and Key Managerial Personnels which are as under:

1. Mrs. Suchitra Dhanani, Non- Executive Non Independent Director of the Company resigned with
effect from 25^th June,2026.

2. Mr. Karan Singh Chhabra and Ms. Riya Chhabra, Non- Executive Non Independent Directors of the
Company were appointment with effect from 1^st September, 2025.

3. Mr. Aaditya Kasera, Company Secretary & Compliance Officer was appointed with effect from 12^th
August, 2025.

• DIRECTORS LIABLE TO RETIRE BY ROTATION SEEKING RE-APPOINTMENT

Mr. Raoof Razak Dhanani (DIN: 00174654) Managing Director of the company is liable to retire
by rotation at the ensuing 8^th Annual General Meeting and being eligible offers himself for re¬
appointment. Your directors recommend passing necessary resolution as proposed in the Item
No. 2 of the Notice of the Annual General Meeting.

The disclosure pertaining to the Director being re-appointed as required pursuant to the
provisions of Regulation 36(3) of Securities and Exchange Board of India (Listing Obligations
and Disclosure Requirements) Regulations, 2015 and Secretarial Standard - 2 issued by the
Institute of Company Secretaries of India is given in the explanatory statement to the Notice
convening the AGM, forming part of this Annual Report.

• DISQUALIFICATION OF DIRECTORS

The Company has received necessary confirmations from all the Directors in accordance with
the provisions of Section 164 of the Companies Act, 2013. Based on the disclosures received,
the Board is of the opinion that all the Directors of the Company continue to be eligible to hold
office and are not subject to any disqualification under the aforesaid provisions of the Act.

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 Personnel's:

1. Mr. Arpit Agrawal has resigned from the post of Company Secretary and Compliance
Officer with effect from 20^th June, 2025.

2. Mr. Aaditya Kasera has been appointed as the Company Secretary and Compliance
officer of the Company with effect from 12^th August, 2025.

3. Mr. Karan Singh Chhabra (DIN: 03507674) has been appointed as Non- Executive Non
Independent Director of the company with effect from 01^st September, 2025.

4. Ms. Riya Chhabra (DIN: 02489228) has been appointed as Non-Executive Non
Independent Director of the company with effect from 01^st September, 2025.

After March 31^st, 2026 and till the date of this report following changes were made in the
Composition of Board of Directors and Key Managerial Personnel:

1. Mrs. Suchitra Dhanani has resigned from the post of Non-Executive Non Independent
Director with effect from 25^th June, 2026.

2. Mohammed Yusuf Abdul Razak Dhanani has been appointed as Additional Non¬
Executive Non Independent Director with effect from 28^th July, 2026.

Statement of declaration by independent directors

The Company has received necessary declarations and confirmations from all the
Independent Directors pursuant to the provisions of Section 149(7) of the Companies Act, 2013
and Regulation 25(8) of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, confirming that they fulfil the criteria of independence prescribed under
Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time.

The Independent Directors have also confirmed compliance with the requirements relating to
inclusion of their names in the databank maintained by the Indian Institute of Corporate
Affairs (IICA) in terms of Section 150 of the Companies Act, 2013 read with the Companies
(Appointment and Qualification of Directors) Rules, 2014. Further, wherever applicable, the
Independent Directors have successfully completed the online proficiency self-assessment test
conducted by IICA within the prescribed timeline.

In accordance with Regulation 25(8) of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the Independent Directors have further affirmed that they
remain independent of the management and that no circumstance exists which may affect
their ability to exercise objective and unbiased judgment while discharging their duties.

Based on the declarations and confirmations received, the Board is satisfied that all the
Independent Directors possess integrity, expertise, experience and proficiency required to
effectively perform their roles and responsibilities.

Meetings of the board and its effectiveness

In compliance with the provisions of Section 173 of the Companies Act, 2013 and applicable
provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015,
the Board of Directors meets at regular intervals to consider and deliberate upon matters
relating to business operations, strategic decisions, corporate governance and other significant
affairs of the Company.

The notice convening the Board and Committee Meetings, along with detailed agenda notes
and relevant information, is circulated to the Directors well in advance to facilitate informed
decision-making.

During the financial year 2025-26, the Board of Directors met 6 (Six) times. The details relating
to the composition of the Board and its Committees, attendance of the Directors and
particulars of the meetings held during the year are provided in the Corporate Governance
Report forming part of this Annual Report.

|COMMITEES 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, Nomination and Remuneration Committee and
Stakeholders Relationship Committee and Independent Directors Committee.

The details with respect to the composition, 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 director's 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 Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015 and in compliance with the
conditions as set out in the Shareholders Agreement, 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:

> The Nomination and Remuneration Committee ("NRC") identifies and recommends
qualified individuals for appointment as Directors, Key Managerial Personnel and
Senior Management Personnel and recommends their removal, wherever necessary.

> The NRC formulates the criteria for determining qualifications, positive attributes and
independence of Directors and recommends to the Board the policy relating to
remuneration of Directors, Key Managerial Personnel and Senior Management
Personnel.

> The Policy provides a framework for annual evaluation of the performance of the
Board, its Committees, Individual Directors, Key Managerial Personnel and Senior
Management Personnel.

> The Policy aims to attract, retain, motivate and promote talented professionals by
ensuring a fair, reasonable and performance-driven remuneration structure.

> The remuneration of Key Managerial Personnel and Senior Management Personnel is
determined based on factors such as role, responsibilities, professional experience,
performance, job complexity and prevailing market conditions.

> The Policy provides for succession planning for Directors, Key Managerial Personnel
and Senior Management Personnel to ensure continuity of leadership and effective
management.

> The Policy contains provisions relating to continuation and removal of Directors, Key
Managerial Personnel and Senior Management Personnel in accordance with
applicable laws and the requirements of the Company.

As per Section 134(3) and 178(4) of the Act, the web link of Nomination and Remuneration
Policy of the Company is Nomination and Remuneration Policy.pdf

Annual evaluation of the board

Pursuant to the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, the Board of Directors has undertaken an annual
evaluation of its own performance, the performance of its Committees and individual
Directors, including Independent Directors and the Chairman of the Company.

The evaluation process was carried out based on the framework and criteria approved by the
Nomination and Remuneration Committee and the Board of Directors. The assessment
covered various aspects such as participation in meetings, contribution towards strategic
decision-making, governance practices, professional conduct, knowledge, experience,
accountability and effectiveness in discharging duties and responsibilities. The Independent
Directors were evaluated separately without the participation of the Director concerned.

The Board of Directors noted the outcome of the evaluation exercise and expressed satisfaction
with the overall functioning and effectiveness of the Board, its Committees and individual
Directors.

PERFORMANCE EVALUATION CRITERIA FOR INDEPENDENT DIRECTORS:

The Nomination and Remuneration Committee has laid down the criteria for evaluation of
Independent Directors in accordance with the applicable provisions of the Companies Act,
2013 and SEBI (Listing Obligations and Disclosure Requirements), 2015. The evaluation
parameters include attendance and participation in Board and Committee
Meetings, professional expertise, integrity, independent judgment, safeguarding
stakeholders' interests, ethical standards and contribution to the Company's growth and
governance framework.

STATEMENT WITH REGARD TO INTEGRITY, EXPERTISE AND EXPERIENCE
(INCLUDING THE PROFICIENCY) OF THE INDEPENDENT DIRECTOR APPOINTED
DURING THE YEAR:

In the opinion of the Board and pursuant to the provisions of Rule 8(5) (iii a) of the Companies
(Accounts) Rules, 2014, the Independent Directors possess the requisite integrity, expertise,
experience and proficiency required to effectively discharge their responsibilities as
Independent Directors of the Company.

Meeting of the independent directors:

Pursuant to the provisions of Schedule IV of the Companies Act, 2013 and Regulation 25(3) of
the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a separate
meeting of the Independent Directors of the Company was held on 05^th February, 2026:

The Independent Directors, inter alia considered and discussed the followings;

• Review of the performance of Non-Independent Directors, the Board as a whole and
its Committees;

• Evaluation of the performance of the Chairperson of the Company;

• Assessment of the quality, adequacy and timeliness of the flow of information between
the management and the Board for enabling effective discharge of responsibilities by
the Board;

• Safeguarding and protection of the interests of minority shareholders;

• The Familiarization Programme conducted for the Independent Directors.

The Independent Directors expressed their satisfaction with the performance of the Board, its
Committees and the individual Directors. They were also satisfied with the adequacy and
effectiveness of the information and support provided by the Management to enable the Board
and its Committees to discharge their responsibilities effectively. The details of the said
meeting are provided in the Corporate Governance Report forming part of this Annual Report

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 impact on reputation and fraud.

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 Risk-Management-Policy.pdf

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 Company's internal financial controls were adequate and effective during the Financial
Year 2025-26.

Corporate social responsibility (csr)

The Company remains committed towards contributing to sustainable development and
social welfare, in the Financial Year 2025-26, the net profit of the Company exceeded the limits
as prescribed under Section 135 of the Companies Act, 2013 read with the Companies
(Corporate Social Responsibility Policy) Rules, 2014 and thus the provisions of Corporate
Social Responsibility (CSR) becomes applicable to the Company for the Financial Year 2025¬
26. The detailed information report on the CSR policy and the CSR initiatives taken during
financial year 2025-26 is given in "Annexure-1

The Board of Directors formulated a Corporate Social Responsibility (CSR) Policy for your
Company. The policy encompasses the Company's philosophy for delineating its
responsibility as a corporate citizen and lays down the guidelines and mechanism for
undertaking socially useful programs for welfare & sustainable development of the
community at large. CSR Policy is placed on the Company's website at Corporate-Social-
Responsibility-Policy.pdf

Pursuant to provisions of Section 135(9) of the Companies Act 2013, where the amount to be
spent by a Company under sub-section (5) of Section 135 does not exceed Rs. 50 lakhs, the
requirement under sub-section (1) of Section 135 of the Companies Act 2013, constitution of
the Corporate Social Responsibility Committee shall not be applicable and the functions of
such Committee provided under this section shall, in such cases, be discharged by the Board
of Directors of such company. At present company is not required to constitute any CSR
committee as amount to be spent in CSR is less than 50 Lakhs.

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 Financial Year 2025-26, 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 2025-26;

> 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 financial year 2025-26 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-2" forming part of this Annual
Report.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED
PARTIES

All contracts, arrangements and transactions entered into by the Company with related parties
during the year under review were in the ordinary course of business and on an arm's length
basis. All such transactions were reviewed and approved by the Audit Committee in
accordance with the applicable provisions of the Companies Act, 2013 and the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015.

The Audit Committee had granted prior omnibus approval for related party transactions of a
repetitive nature, which were entered into in the ordinary course of business and on an arm's
length basis. A statement containing the details of all related party transactions undertaken
pursuant to such omnibus approvals was placed before the Audit Committee on a quarterly
basis for its review.

During the Financial Year 2025-26, the Company did not enter into any material related party
transaction requiring disclosure under Section 134(3)(h) of the Companies Act, 2013 read with
Rule 8(2) of the Companies (Accounts) Rules, 2014. Accordingly, the disclosure of related
party transactions in Form AOC-2 does not form part of this Annual Report.

The details of related party transactions entered into by the Company in accordance with the
provisions of the Companies Act, 2013 and Indian Accounting Standard (Ind AS) 24 - Related
Party Disclosures are provided in the notes to the Financial Statements forming part of this
Annual Report.

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 Company's website under the link:

Related Party Transaction Policy-2.pdf

This Policy intends to ensure that proper reporting, approval and disclosure processes are in
place for all transactions with the Related Parties.

Auditors

0STATUTORY AUDITOR

The Auditors, M/s K.L. Vyas & Co., Chartered Accountants, (F.R.No.003289C) were
appointed with your approval at the 6^th AGM held on 24^th June, 2024 for a second term of
consecutive period of five years to hold the office till the conclusion of the 11^th AGM to be held
in the Year 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. During the year under review, the Auditors had not
reported any matter under Section 143(12) of the Companies Act, 2013.

0SECRETARIAL AUDITOR

The Board of Directors had appointed *Mr. Anuj Nema, Practicing Company Secretary (COP
No. 20646) 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 2025-26 whose report is attached separately to this report as "Annexure-3" of this Report.

The Company has undertaken an audit for the year ended 31^st March, 2026, 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. Anuj Nema, Practicing Company Secretary is available
on the website of the Company at:

Intimation- Annual Secretarial Compliance Report 2026-27.pdf

*Mr. Anuj Nema, Practicing Company Secretary, resigned from the post of Secretarial Auditor with
effect from 27^th May, 2026.

0COST AUDITOR

The Company is no 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.

Corporate governance

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

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

A certificate pursuant to Para E Schedule V of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, from M/s K. L Vyas and Company, Statutory Auditors of
the Company regarding compliance of conditions of Corporate Governance as stipulated
under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is
attached as "Annexure-4" 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 Companies Act, 2013 and Regulation 22 of Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements) Regulations, 2015, to provide Directors
and employees an avenue to lodge Complaints, in line with the commitment of Company to
the highest possible standards of ethical, moral and legal business conduct and its
commitment to open communication and to provide necessary safeguards for protection of
employees from reprisals or victimization, for whistle-blowing in good faith.

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
Whistle-Blower-and-Vigil-Mechanism-Policy.pdf

Pursuant to the provisions of Regulation 34(2)(e) read with Para B Schedule V of Securities
and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,
2015, the Management's Discussion and Analysis Report on Company's performance -
industry trends and other material changes with respect to the Company forms part of this
Annual Report.

Managing director & chief financial officer certification

In terms of Regulation 17(8) read with Part B of Schedule II of the Securities and Exchange
Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the
Managing Director and Chief Financial Officer of the Company have issued a certificate
authenticating Financial Statements for the Financial Year 2025-26 which provides a true and
fair view of the affairs of the Company and the said certificate dated 16^th May, 2026 was placed
before the Board in its meeting held on 16^th May, 2026 and was reviewed and taken on record
by the Board. The said Certificate is attached as "Annexure-5" to this Annual Report. Since
there's no Chief Executive Officer in the Company, therefore certificate is taken from
Managing Director and Chief Financial Officer of the Company.

statement by the company with respect to the compliance of the

PROVISIONS RELATING TO THE MATERNITY BENEFIT ACT 1961

Your Company remains committed to ensuring a safe, supportive and inclusive work
environment for its employees and is in compliance with the applicable provisions of the
Maternity Benefit Act, 1961. All eligible women employees are extended the benefits and
protections prescribed under the said Act in accordance with the applicable statutory
requirements.

RATIO OF THE REMUNERATION OF EACH DIRECTOR TO THE MEDIAN
EMPLOYEE'S REMUNERATION AND PARTICULARS OF EMPLOYEES

The Company firmly believes that a well-planned Human Resource Management program
that is tailored to your organization and staff can actually improve your business's bottom
line.

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, 2026 were 596.

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- 6” 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.

|dematerialization of shares and liquidity

The Company's 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 Company's equity share capital are dematerialized as on 31^st March, 2026. Under the
Depository System, the International Securities Identification Number (ISIN) allotted to the
Company's shares is INE0MGS01014.

Payment of listing fee and custodial fee

Your Company has paid both Annual Listing Fee and Annual Custodial Fee for the Financial
Year 2025-26 to the BSE Limited and to the depository's i.e. National Securities and
Depositories Limited (NSDL) and Central Depository Services (India) Limited (CDSL)
respectively.

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 2025-26, 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 2025-26 to which the financial
statements relate and the date of this report.

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

During the year under review, the following significant and material order was passed by the
regulators / authorities / judicial forums which may have an impact on the operations,
financial position and/or going concern status of the Company:

a. Order passed by Indore Municipal Corporation:

During the year under review, the Company received an order dated 6^th March, 2026
from the Commissioner, Indore Municipal Corporation under the provisions of the
Madhya Pradesh Municipal Corporation Act, 1956, relating to assessment of property
tax and levy of penalty amounting to Rs. 32,69,780/-.

The Company has initiated appropriate legal proceedings/remedies against the aforesaid
order. The matter is currently under consideration before the appropriate authorities and
is at an ongoing stage.

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

During the year under review, a petition under Section 9 of the Insolvency and Bankruptcy
Code, 2016 was filed against the Company, the details of which have been provided
hereunder:

a. Submission of application before National Company Law Tribunal (NCLT):

M/s Ujaas Energy Limited being in the capacity of an Operational Creditor, filed a petition
under Section 9 of the Insolvency and Bankruptcy Code, 2016 before the Hon'ble National
Company Law Tribunal, Indore Bench, against the Company in connection with an
alleged operational debt aggregating to Rs. 4,77,92,108 (including interest), arising out of
transactions relating to supply of solar energy.

Subsequently, the parties mutually agreed to amicably settle the matter and entered into a
Settlement Deed on mutually agreed terms towards full and final settlement of all claims
and disputes. Pursuant to the said settlement, agreed to file an appropriate application
before the Hon'ble National Company Law Tribunal, Indore Bench, seeking withdrawal
and dismissal of the petition filed in this regards.

Apart from the aforesaid matter, no other application or proceeding under the Insolvency and
Bankruptcy Code, 2016 was initiated by or against the Company during the year under
review.

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.

OPEN OFFER MADE UNDER SEBI (SUBSTANTIAL ACQUISITION OF SHARES AND
TAKEOVERS) REGULATIONS, 2011

Century 21 Officespace Private Limited ("Acquirer") along with persons acting in concert
("PAC"), namely Century 21 Town Planners Private Limited ("PAC 1"), M.P. Entertainment
and Developers Private Limited ("PAC 2") and Print Solutions Private Limited ("PAC 3")
(PAC 1, PAC 2 and PAC 3 are jointly referred to as the "PACs") had announced an Open Offer
for acquisition of upto 7,92,118 fully paid-up Equity Shares your company representing 26%
of its total Share Capital, at an offer price of Rs. 1,250/- per Equity Share aggregating to total
consideration of Rs. 99,01,47,500/- (Rupees ninety-nine crore one lakh forty-seven thousand
five hundred only).

In connection with the Open Offer, the Acquirers had appointed as the Manager to the Offer.
The following were the key event timelines relating to the Open Offer process:

• Public Announcement dated 28^th March, 2025

• Detailed Public Statement dated 7^th April, 2025

• The Draft Letter of Offer dated 16 ^th April, 2025

• Corrigendum to the Detailed Public Statement dated 11^th July, 2025

• The Letter of Offer dated 16^th July, 2025.

• Recommendation of Committee of Independent Director on Open Offer Approved in
their meeting held on 18^th July,2025 and Newspaper Publication of Recommendation
dated 21^th July, 2025

• Pre-Offer Public Announcement dated 24^th July, 2025.

• Commencement of Tendering period from 25^th July, 2025

• Date of making payments to shareholders / return of rejected shares: 22^nd August, 2025

• Report to SEBI dated 1^st September, 2025

• Completion Certificate to exchange dated 25^th September, 2025

Subsequent to the aforesaid activities the Acquirers along with the PAC's have acquired
3,78,251 equity shares tendered during this process at an offer price Rs. 1250/- per equity
shares in pursuance to the applicable provisions of SEBI (SAST) Regulation, 2011 and
conditions set out in letter of offer.

On successful completion of Open Offer process, the following entities/ persons are
introduced in part of Promoters and Promoter Group along with the existing Promoter and
Promoter Group members:

Further, pursuant to the terms and conditions of the Open Offer, the aforesaid
promoters nominated Mr. Karan Singh Chhabra and Ms. Riya Chhabra, to be
appointed as the Directors of the Company, subsequently they have been appointed as the
Non Executive Non Independent Director of the Company.

|CODE OF CONDUCT

Regulation 17(5) of the SEBI (Listing Obligations and Disclosure Requirements) 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://shilindore.com/wp-

content/uploads/2025/05/Code of Conduct for Board and Senior Management.pdf

All Directors and Senior Management personnel have affirmed compliance with the Code for
the Financial Year 2025-26. Declaration on adherence to the code of conduct is annexed as
"Annexure-8

Familiarization programme of independent directors

Pursuant to Regulation 25(7) of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, the Company has in place a Familiarization Programme for the
Independent Directors with an objective to familiarize them with the Company, their roles,
rights and responsibilities, business operations, industry overview, regulatory environment
and other relevant aspects relating to the functioning of the Company.

During the year under review, the Company conducted Familiarization Programmes for the
Independent Directors through presentations and interactive sessions thereof from time to
time.

The details of the Familiarization Programme imparted to the Independent Directors are
available on the website of the Company and can be accessed at:

Familiarization programme for Independent directors-1.pdf

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.

All the policies are amended as required from time to time and are available at the Company's
website under Investor's head which can be accessed through link: Investors - SHIL Indore

Web address of annual return

Pursuant to Section 92(3) and Section 134 (3) (a) of the Companies Act, 2013, web address of
the annual return as on 31^st March, 2026 in form MGT-7 is MGT-7.pdf

Acknowledgement and appreciation

Your Directors place on record their deep appreciation for the hard work, dedication, and
commitment of employees at all levels. Their enthusiasm and unwavering efforts have been
instrumental in supporting the Company's continued resilience, growth, and success.

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 Board of Directors
Sayaji Hotels (Indore) Limited

Date: 28^th July, 2026 „ ^ „ _TT^Sd- „ , , ^Sd-

Mr. Thottappully Narayanan Unni Raoof Razak Dhanani

Place: Indore

Chairman and Independent Director Managing Director'

DIN: 00079237 DIN: 00174654