Sayaji Hotels (Indore) Limited has reported that Century 21 Officespace Private Limited, recently reclassified as a promoter, has disclosed the pledging of 1,78,000 shares, representing a 5.842% stake in the company. This disclosure aligns with SEBI regulations following Century 21 Officespace's transition from the 'Public' to 'Promoter' category.

Key Details of the Share Pledge

Background and Compliance

Century 21 Officespace Private Limited submitted this disclosure to the Bombay Stock Exchange (BSE) on October 25, 2025, following the completion of an open offer that resulted in its reclassification from the 'Public' to 'Promoter' category. The company stated that the pledge was created on August 1, 2024, before its categorization as a promoter of Sayaji Hotels (Indore) Limited.

Regulatory Context

The disclosure complies with the requirements set by the Securities and Exchange Board of India (SEBI) under Regulation 31(1) and 31(2) of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011. These regulations require promoters to disclose any encumbrance, including pledges, on their shareholdings in listed companies.

Implications

While the pledge represents a significant portion of Century 21 Officespace's holding in Sayaji Hotels (Indore) Limited, such arrangements are common for companies seeking to meet short-term financial needs. Investors and market observers may monitor any future changes in the pledged position or overall promoter holding for potential impacts on the company's ownership structure.

The timely disclosure of this information demonstrates Century 21 Officespace's commitment to transparency and regulatory compliance in its new role as a promoter of Sayaji Hotels (Indore) Limited.

Sayaji Hotels (Indore) Limited has made significant changes to its corporate structure and governance, as approved by shareholders through a postal ballot on October 16, 2025. The company has amended its Articles of Association and appointed two new directors, signaling a shift in its management approach and ownership structure.

Amendments to Articles of Association

The company has approved alterations to its Articles of Association, establishing a new governance framework that accommodates both existing and incoming promoters. Key changes include:

• Board Composition: Both existing and incoming promoter groups can nominate two directors each to the board.
• Share Transfer Restrictions: Any share transfer now requires consent between the parties.
• Right of First Offer: Provisions for share sales have been implemented.
• Tag-Along and Drag-Along Rights: Shareholders now have these rights for certain transactions.
• Reserved Matters: Major decisions, including acquisitions exceeding Rs. 50 lakh, capital structure changes, and dividend declarations, require approval from both promoter groups.
• Shareholding Threshold: These rights remain valid only while respective promoter groups hold at least 26% shareholding.
• Board Meeting Quorum: Representation from both promoter groups is required, with independent directors to be mutually elected as chairperson.

New Board Appointments

Shareholders have approved the appointment of two new directors:

1. Mr. Karan Singh Chhabra (DIN: 03507674) as a Non-Executive Non-Independent Director

   • Holds a B.A. (Hons) in Business Studies from De Montfort University, Leicester
   • Over 10 years of experience in real estate, rental business, and mall management
   • Currently leads the C21 Group, overseeing operations of various malls, hotels, and commercial developments

2. Mrs. Riya Chhabra (DIN: 02489228) as a Non-Executive Non-Independent Director

   • Over 12 years of experience in the real estate sector
   • Expertise in strategic planning, property development, asset management, leasing, and operational excellence in retail and hospitality domains

Both Mr. Karan Singh Chhabra and Mrs. Riya Chhabra are part of the promoter group of the company.

Voting Results

The postal ballot results show strong shareholder support for these changes:

Note: Invalid votes for director appointments represent promoter group votes, which were not counted due to their interest in the matter.

These changes suggest a strategic realignment within Sayaji Hotels (Indore) Limited, potentially paving the way for new business directions and management strategies in the hospitality and real estate sectors.