Sayaji Hotels (Indore) Limited has successfully passed two key resolutions through a postal ballot process concluded on October 21, 2026. The approvals cover the enhancement of the company's borrowing limits and the ratification of material related party transactions.

The voting results were submitted to BSE Limited on October 22, 2026, pursuant to Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The scrutinizer’s report confirmed that all special and ordinary resolutions stated in the notice dated September 16, 2026, were passed with the requisite majority.

Voting Details and Outcomes

The postal ballot facility remained open for a period of 30 days, commencing on September 21, 2026, and closing on October 21, 2026. Voting was conducted exclusively through remote e-voting provided by Central Depository Services (India) Limited (CDSL). No physical postal ballot forms were required as the notice was sent in electronic form to shareholders with registered email addresses.

Resolution 1: Enhancement of Borrowing Limits

A special resolution was proposed to consider and approve the enhancement or increase in the borrowing limits of the company. The resolution received unanimous support from all valid votes cast.

Resolution 2: Material Related Party Transactions

An ordinary resolution was proposed to approve material related party transactions between the company and its related parties. Similar to the first resolution, this item was passed with full support from participating shareholders.

Shareholder Participation Analysis

The total number of equity shares outstanding on the record date of September 16, 2026, stood at 3,046,605. Of these, promoters and promoter group held 2,335,235 shares, while public non-institutional shareholders held 711,370 shares. Institutional shareholders held no shares in the company.

Voting participation was limited to the public non-institutional category. Promoters and promoter group did not cast any votes on either resolution, resulting in zero votes polled from their side for both items. The entire voting turnout of 77,387 shares came from public non-institutional investors, representing approximately 10.88% of their total holding and 2.54% of the total outstanding shares.

What the Numbers Show

The voting data reveals a distinct pattern regarding shareholder engagement and promoter participation. While promoters hold a significant majority of the equity base at 76.65% (2,335,235 out of 3,046,605 shares), they abstained from voting on both the borrowing limit enhancement and the related party transactions. Consequently, the passage of these resolutions relied entirely on the support of minority public shareholders, who voted unanimously in favor. This suggests that while the promoter group holds control over the capital structure, they did not exercise their voting rights in this specific procedural matter, leaving the outcome to be determined solely by the minority stakeholder consensus.

Sayaji Hotels (Indore) Limited’s Board of Directors appointed Mr. Prakash Bhatore as Company Secretary and Compliance Officer effective October 1, 2026. The appointment replaces Mr. Aaditya Kasera, who resigned from the post. Mr. Bhatore is an Associate Member of the Institute of Company Secretaries of India with membership number A79062.

The board approved the appointment during its meeting on September 16, 2026, which commenced at 4:03 pm and concluded at 4:25 pm. Alongside the key appointment, the directors sanctioned an enhancement in the company’s borrowing limits and approved material related-party transactions pending shareholder consent.

Postal Ballot Details

The approval of related-party transactions is subject to subsequent shareholder approval via the postal ballot mechanism. The board finalized the draft notice for the postal ballot, appointed a scrutinizer for e-voting, and determined the cut-off date for serving notices and conducting electronic voting.

E-voting will commence on September 21, 2026, at 9:00 am and conclude on October 21, 2026, at 5:00 pm. The cut-off date for shareholders eligible for notice and e-voting is September 16, 2026. Central Depository Services (India) Limited (CDSL) is providing the e-voting facility.

Mr. Anuj Nema, Practicing Company Secretary, has been appointed as the Scrutinizer for conducting the Postal Ballot/E-voting.

Proposed Resolutions

Shareholders are being asked to approve two key resolutions:

• Enhancement of Borrowing Limits: A special resolution to authorize borrowing up to ₹500 crore, exceeding the aggregate of paid-up share capital, free reserves, and securities premium.
• Material Related-Party Transactions (RPTs): An ordinary resolution to approve unsecured loans and other borrowings from related parties, with a maximum limit of ₹50 crore individually from any single related party.

The proposed RPTs involve transactions with 21 related parties, including Sayaji Hotels (Pune) Limited, Malwa Hospitality Private Limited, and promoters such as Raoof Razak Dhanani. The interest rate for these borrowings is set at 18%, with a tenure of 12 months from the date of first disbursement.

What the Numbers Show

The proposed transactions represent significant leverage adjustments for the company. Based on the latest audited financial statements as at March 31, 2025, the Debt-to-Equity ratio stands at 1.55. If the maximum proposed transaction limits are utilized, this ratio would rise to 2.26.

Similarly, the Debt Service Coverage Ratio (DSCR) would contract sharply from 1.42 before the transaction to 0.28 after the transaction. This indicates that the proposed borrowing capacity significantly outstrips the company's current debt servicing capability based on existing financial metrics, highlighting a heavy reliance on promoter-related funding for future operational requirements.