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.

Sayaji Hotels (Indore) Limited has successfully appointed two new Non-Executive Non-Independent Directors to its board, following shareholder approval through a postal ballot. The company announced that Mr. Karan Singh Chhabra and Mrs. Riya Chhabra have been regularized in their roles effective October 16, 2025.

Board Appointments

The appointments, which were initially made on September 1, 2025, have now been formalized through a shareholder vote. Both Mr. and Mrs. Chhabra bring significant experience to the board:

Professional Background

Mr. Karan Singh Chhabra holds a B.A. (Hons) in Business Studies from De Montfort University, Leicester. He currently leads the C21 Group, overseeing operations of multiple properties including C21 Mall, Malhar Mega Mall, Treasure Island Mall, C21 Business Park, Sheraton Grand Indore, and The Grand Bhagwati Surat. His responsibilities extend to key decision-making across more than 20 group companies involved in malls, hotels, and commercial developments.

Mrs. Riya Chhabra brings extensive experience in the real estate sector, with a specialized focus on the operations and management of commercial properties, including malls and hotels. Her expertise spans strategic planning, property development, asset management, leasing, and operational excellence in the retail and hospitality domains.

Voting Results

The postal ballot, conducted through remote e-voting, showed strong support for both appointments:

It's noteworthy that 1,406,000 votes were considered invalid for both resolutions, as they were cast by promoters and members of the promoter group who were not entitled to vote on these matters due to their interest in the appointments.

Corporate Governance

The company has emphasized that neither Mr. Karan Singh Chhabra nor Mrs. Riya Chhabra is debarred from holding the office of Director by any SEBI order or other authority. Both directors are related to each other and are part of the company's Promoter Group.

These appointments align with Sayaji Hotels (Indore) Limited's efforts to strengthen its board with experienced professionals from the real estate and hospitality sectors. The diverse expertise of the new directors is expected to contribute to the company's strategic direction and operational oversight in the coming years.