Meeting Details

The 41st Annual General Meeting of Jindal Hotels Limited will be held on Tuesday, 22nd September 2026 at 2:00 p.m. IST through Video Conferencing (VC) / Other Audio Visual Means (OAVM). The deemed venue is the Registered Office of the Company at GRAND MERCURE Vadodara Surya Palace, Sayajigunj, Vadodara, Gujarat, India, 390020.

Agenda Items

ORDINARY BUSINESS:

Item No. 1: Adoption of Financial Statements

To consider and adopt the Audited Financial Statements of the Company for the financial year ended 31st March 2026, together with the Reports of the Board of Directors and Auditors.

Item No. 2: Re-appointment of Director

To appoint a Director in place of Mrs. Chanda Agrawal (DIN: 00010909), who retires by rotation at this AGM pursuant to Section 152(6) of Companies Act, 2013 and has offered herself for re-appointment.

SPECIAL BUSINESS:

Item No. 3: Re-appointment of Ms. Palak Gandhi as Independent Director

To consider and approve the re-appointment of Ms. Palak Gandhi (DIN: 09185223) as an Independent Director for a second term of five consecutive years from 12th July 2027 to 11th July 2032 (both days inclusive).

Item No. 4: Approval of Material Related Party Transactions

To consider and approve the Company entering into material related party transactions for acquisition/purchase of immovable property from related parties.

Detailed Information on Agenda Items

Director Re-appointments

Mrs. Chanda Agrawal (DIN: 00010909)

  • Designation: Non-Executive Director
  • Date of Birth: 24th June, 1955 (71 Years)
  • Nationality: Indian
  • Qualifications: BSc
  • Experience: Over 34 years as a Hotelier with expertise in Housekeeping, Interior Design and Landscaping
  • Shareholding: 8,65,370 shares (12.36%)
  • Relationship: Wife of Mr. Piyush Shah (Managing Director) and Mother of Mr. Satvik Agrawal (Non-executive Director)
  • Remuneration: ₹1,60,000 sitting fees paid for FY 2025-26
  • Board/Committee Meetings attended: 4 Board Meetings and 10 Committee Meetings during FY 2025-26

Ms. Palak Gandhi (DIN: 09185223)

  • Designation: Non-Executive Independent Director
  • Date of Birth: 25th October, 1981 (44 Years)
  • Nationality: Indian
  • Qualifications: Chartered Accountant from ICAI, Commerce Graduate from M.S. University, Baroda
  • Experience: 22 years as finance professional with expertise in Financial Management, Operational Management, Cost Management, and Strategic Management
  • Shareholding: Nil
  • Remuneration: ₹1,60,000 sitting fees paid for FY 2025-26
  • Committee Memberships: Member of Audit Committee, Stakeholder Relationship Committee, and Nomination & Remuneration Committee
  • Board/Committee Meetings attended: 4 Board Meetings and 10 Committee Meetings during FY 2025-26

Material Related Party Transaction Details

Transaction Particulars

  • Related Parties: Mr. Piyush D. Shah (Managing Director) and Ms. Chanda P. Agrawal (Non-executive Director)
  • Property: Immovable property situated at Bhimnath Road, Sayajigunj, Vadodara having Municipal Corporation census No. 6/13/22200 forming part of city survey No. 202,203,204,205,206,207 and 208 of Vadodara
  • Area: 2,015 square meters
  • Consideration: Not exceeding ₹18,93,80,000 (Rupees Eighteen Crore Ninety Three Lakhs Eighty Thousand only) or at prevailing jantri/fair market value
  • Valuation Report: By M/s. Hitesh Shah & Associates, Vadodara, Registered Government Valuers (Report dated 20.07.2026)
  • Fair Market Value: Assessed at ₹18,93,80,000

Background and Justification

The Company's hotel property sits on total land area of approximately 4,249 sq. meters:

  • 2,234 sq. meters: Owned by Company (registered through Conveyance)
  • 2,015 sq. meters: Currently possessed under Lease Deed dated 17.02.2001 (expiring 05.05.2030) from the related parties

The acquisition will:

  • Consolidate ownership of entire land and superstructure
  • Eliminate title uncertainties and succession risks
  • Strengthen the Company's property titles
  • Provide long-term strategic and economic benefits

Financial Impact

  • Transaction value represents 38.96% of the Company's annual consolidated turnover for FY 2025-26
  • The Managing Director and CFO have certified that the terms are fair, reasonable and in the interest of the Company
  • Audit Committee approved the transaction at its meeting held on 24th July, 2026

Lease Payments History

Aggregate lease rent paid to related parties during current financial year up to 30th June 2026:

  • Mr. Piyush Shah: ₹2,92,032
  • Mrs. Chanda Agrawal: ₹2,43,381
  • Total: ₹5,35,413

Voting and Meeting Procedures

Remote E-Voting

  • Period: 19th September 2026 (9:00 a.m. IST) to 21st September 2026 (5:00 p.m. IST)
  • Cut-off date: 15th September 2026
  • Scrutinizer: M/S KSPS & CO LLP represented by Mr. Ranjit Kumar Singh (FCS 12564)
  • Platform: InstaVote by MUFG Intime India Private Limited

Virtual Meeting Attendance

  • Platform: InstaMeet
  • Registration required for speaking during meeting
  • Shareholders can join 15 minutes before scheduled meeting time

Share Transfer Book Closure

  • Register of Members and Share Transfer Books will remain closed from 16th September 2026 to 22nd September 2026 (both days inclusive)

Additional Information

  • Annual Report 2025-26 available on company website: www.suryapalace.com
  • Compliance Officer: Ms. Mansi Vyas, Company Secretary
  • RTA: MUFG Intime India Private Limited, Vadodara