Jindal Hotels Ltd. — AGM Information 2023

Sep 2, 2023

JINDAL HOTELS LIMITED

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To, 2[nd] September, 2023 The Manager, Department of Corporate Services, BSE Limited P. J. Towers, Dalal Street, Fort, Mumbai - 400 001

Re: Scrip Code :507981

Sub: Submission of Notice of 38[th] Annual General Meeting of the Company

Dear Sir/Madam,

Pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, we enclosed herewith Notice of 38[th] Annual General Meeting of the Members of the Company scheduled to be held on Tuesday, the 26[th] September, 2023 at 4:30 p.m. (IST) through Video Conferencing ("VC") / Other Audio Visual Means ("OAVM"). The said Notice forms part of the Annual Report 2022-23.

The Notice of the 38[th] AGM of the Company is also available on the website of the Company at www.suryapalace.com

We request you to kindly take the same on record.

Thanking you, Yours faithfully,

For Jindal Hotels Limited

Digitally signed by MANSI VYAS DN: c=IN, postalCode=390001, st=GUJARAT, street=11 PARSAN SOCIETY R V DESAI ROAD, l=VADODARA, o=Personal, serialNumber=224cfd6c7087eb351efd58e226ec1b09308fcfd 1e00771150f27a9965be7a9ba, pseudonym=1aad974bdbed42ac829864ee2cae4c7b, 2.5.4.20=48c37344fe8b6dc1a97eeba23f32df1e649695205c98 730d4915425d0f74df52, email=MANN.VYAS4@GMAIL.COM, cn=MANSI VYAS Date: 2023.09.02 12:51:58 +05'30'

MANSI VYAS 1e00771150f27a9965be7a9ba, cn=MANSI VYAS Date: 2023.09.02 12:51:58 +05'30' Mansi Vyas Company Secretary

Encl.: As Above

Regd. Office: GRAND MERCURE Vadodara Surya Palace , Sayajigunj, Vadodara – 390 020 Phone No. : 0265-2363366,2226000,2226226 Fax No. : 0265-2363388 Website : www.suryapalace.com CIN No.: L18119GJ1984PLC006922e-mail : share@suryapalace.com

JINDAL HOTELS LIMITED, VADODARA

GRAND MERCURE Vadodara Surya Palace, Sayajigunj, Vadodara-390020

NOTICE OF 38[th] AGM

Dear Members,

Notice is hereby given that the 38[th] Annual General Meeting of the Members of Jindal Hotels Limited will be held on Tuesday, 26[th] September, 2023 at 4:30 p.m. IST through Video Conferencing ("VC") /Other Audio Visual Means ("OAVM") to transact the following businesses.

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 on 31[st] March, 2023, together with the Report of the Board of Directors' and Auditors' and in this regard pass the following resolution as Ordinary Resolution:

"RESOLVED THAT the Audited Financial Statements of the Company for the financial year ended on March 31, 2023 and the reports of the Board of Directors and Auditors' thereon laid before this meeting be and are hereby adopted."

Item No.2. Re-appointment of Director

To appoint a Director in place of Ms. Chanda Agrawal (DIN: 00010909),who retires by rotation at this Annual General Meeting, in terms of section 152(6) of the Companies Act, 2013 and, being eligible, has offered herself for re-appointment and in this regard, pass the following resolution as an Ordinary Resolution:

"RESOLVED THAT pursuant to the provisions of Section 152 (6) of the Companies Act, 2013, Ms. Chanda Agrawal (DIN: 00010909), who retires by rotation at this Annual General Meeting and being eligible has offered herself for reappointment, be and is hereby re-appointed as a Director of the Company liable to retire by rotation."

SPECIAL BUSINESS:

Item No. 3. Appointment of Mr. Pradip N. Goradia (DIN: 10265384) as an Independent Director of the Company

To consider and if thought fit, to pass the following resolution as a Special Resolution:

"RESOLVED THAT pursuant to the provisions of Sections 149, 150 and 152 and any other applicable provisions of the Companies Act, 2013 and the Rules made there under (including any statutory modification(s) or re-enactment(s) thereof for the time being in force) read with Schedule IV to the Companies Act, 2013 and Regulation 25 of the SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015 (as amended from time to time), the Articles of Association of the Company and based on the recommendation of Nomination and Remuneration Committee and the Board of Directors, Mr. Pradip N. Goradia (DIN: 10265384), who has submitted a declaration to the effect that he meets the criteria for independence as provided under the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015 and in respect of whom the Company has received a notice in writing under Section 160 of the Act from a member proposing his candidature for the office of Director, be and is hereby appointed as an Independent Director of the Company, not liable to retire by rotation, to hold office for a term of 5 (five) consecutive years with effect from 26[th] September, 2023 to 25[th ] September, 2028.

RESOLVED FURTHER THAT Board of Directors of the Company be and is hereby authorized to do all such acts, deeds and things as may be deemed proper and expedient to give effect to this Resolution.

Item No. 4. Appointment of Mr. Pradeep Chavan (DIN:00017908) as an Independent Director of the Company

To consider and if thought fit, to pass the following resolution as a Special Resolution:

"RESOLVED THAT pursuant to the provisions of Sections 149, 150 and 152 and any other applicable provisions of the Companies Act, 2013 and the Rules made there under (including any statutory modification(s) or re-enactment(s) thereof for the time being in force) read with Schedule IV to the Companies Act, 2013 and Regulation 25 of the SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015 (as amended from time to time), the Articles of Association of the Company and based on the recommendation of Nomination and Remuneration Committee and the Board of Directors, Mr. Pradeep Chavan (DIN:00017908), who has submitted a declaration to the effect that he meets the criteria for independence as provided under the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015 and in respect of whom the Company has received a notice in writing under Section 160 of the Act from a member proposing his candidature for the office of Director, be and is hereby appointed as an Independent Director of the Company, not liable to retire by rotation, to hold office for a term of 5 (five) consecutive years with effect from 26[th] September, 2023 to 25[th] September, 2028.

RESOLVED FURTHER THAT Board of Directors of the Company be and is hereby authorized to do all such acts, deeds and things as may be deemed proper and expedient to give effect to this Resolution.

Item No. 5. Payment of Consultancy Fees to Mr. Pradip N. Goradia (DIN: 10265384) for providing Taxation Advisory Services.

To consider and if thought fit, to pass the following resolution as a Special Resolution:

"RESOLVED THAT pursuant to the provisions of Regulation 17(6)(ca) and other applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015 and the applicable provisions of the Companies Act, 2013 (as amended from time to time), (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force) and on recommendation of Nomination and Remuneration Committee and the Board, approval of the Members be and is hereby accorded for payment of annual consultancy fees up to Rs. 4,00,000/(Rupees Four Lakhs Only), plus applicable taxes, if any, to Mr. Pradip N. Goradia, for availing Taxation Advisory Services on case to case basis, w.e.f. September 26, 2023, during his tenure as an Independent Director.

RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorized to do all such acts, deeds and things as may be deemed proper and expedient to give effect to this Resolution."

Registered Office: GRAND MERCURE Vadodara, Surya Palace, Sayajigunj, Vadodara 390 020 CIN: L18119GJ1984PLC006922 E-mail:share@suryapalace.com Place: Vadodara Date: 8th August, 2023	By Order of the Board of Directors of JINDAL HOTELS LIMITED Sd/- Mansi Vyas Company Secretary

38[th ] Annual Report 2022-23

Website: www.suryapalace.com

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JINDAL HOTELS LIMITED, VADODARA

GRAND MERCURE Vadodara Surya Palace, Sayajigunj, Vadodara-390020

Notes:

• 1) The Ministry of Corporate Affairs ("MCA") has vide its General Circular No. 10/2022 dated 28[th] December, 2022 read with Circular No. 2/ 2022 dated 5[th] May, 2022, No. 21/2021 dated December 14, 2021, Circular No. 19/2021 & 20/2021 dated December 08, 2021, Circular No. 02 dated 13[th] January, 2021, Circular No. 20 dated May 5, 2020, Circular No. 17 dated April 13, 2020 & Circular No. 14 dated April 8, 2020 (hereinafter collectively referred to as "MCA Circulars") and SEBI Circular No. SEBI/HO/CFD/CMD1/CIR/P/2020/79 dated 12[th] May, 2020, SEBI/HO/CFD/CMD2/CIR/P/2021/11 dated 15[th] January, 2021, SEBI/HO/DDHS/P/CIR/2022/0063 dated 13[th] May, 2022 and SEBI/HO/CFD/PoD2/P/CIR/2023/4 dated 5[th] January, 2023 (collectively referred to as "SEBI Circulars") permitted the holding of General Meeting through VC or OAVM without the physical presence of Members at a common venue.

• 2) In compliance with the above mentioned Circulars and the relevant provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the 38[th] Annual General Meeting of the Members of the Company is being held through VC/ OAVM on Tuesday, 26[th] September, 2023 at 4:30 p.m. The Registered office of the Company shall be deemed to be the venue of the AGM.

• 3) The Explanatory Statement pursuant to Section 102(1) of the Act, with respect to the Ordinary/ Special Business to be transacted at the meeting set out in the Notice is annexed hereto. Since this AGM is being held pursuant to the MCA Circulars through VC/OAVM, physical attendance of Members has been dispensed with. Accordingly, the facility for appointment of proxies by the Members will not be available for the Annual General Meeting and hence the Proxy Form and Attendance Slip are not annexed to the Notice.

• 4) Institutional/Corporate Shareholders (i.e. other than individuals/HUF, NRI, etc.) are required to send a scanned copy (PDF/JPEG Format) of its Board Resolution or governing body Resolution/Authorisation etc., authorising its representative to attend the Annual General Meeting through VC/OAVM on its behalf and to vote through remote e-voting. The said Resolution/Authorization shall be sent to the Scrutinizer by email through their registered email address to ranjit11cs@gmail.com with copies marked to the Company at share@suryapalace.com and to its RTA at enotices@linkintime.co.in

• 5) Registration of email ID and Bank Account details:

• In case the shareholder's email ID is already registered with the Company/its Registrar & Share Transfer Agent "RTA"/Depositories, log in details for e-voting are being sent on the registered email address.

• In case the shareholder has not registered his/her/their email addresses with the Company/its RTA/Depositories and or not updated the Bank Account mandate for receipt of dividend, the following instructions to be followed:

• (i) Kindly log in to the website of our RTA, Link Intime India Private Ltd., www.linkintime.co.in under Investor Services >Email/Bank detail Registration - fill in the details and upload the required documents and submit. OR

• (ii) In the case of Shares held in Demat mode: The shareholder may please contact the Depository Participant ("DP") and register the email address and bank account details in the demat account as per the process followed and advised by the DP.

• 6) The Notice of the Annual General Meeting along with the Annual Report for the financial year 2022-23 is being sent only by electronic mode to those Members whose email addresses are registered with the Company/Depositories in accordance with the aforesaid MCA Circulars and circular issued by SEBI. Members may note that the Notice of Annual General Meeting and Annual Report for the financial year 202223 will also be available on the Company's website www.suryapalace.com; websites of the Stock Exchange i.e. BSE Limited at www.bseindia.com respectively. Members can attend and participate in the Annual General Meeting through VC/OAVM facility only.

• 7) Members attending the meeting through VC/OAVM shall be counted for the purposes of reckoning the quorum under Section 103 of the Companies Act, 2013.

• 8) The Register of Members and Share Transfer Books for the Equity Shares of the Company shall remain closed from Wednesday, 20[th] September, 2023 to Tuesday, 26[th] September, 2023 both days inclusive, in connection with the AGM.

• 9) Brief resume of Director proposed to be re-appointed, nature of expertise in specific functional areas, names of companies in which she holds directorships and memberships / chairmanships of Board Committees, shareholding and relationships between directors inter-se as stipulated under Regulation 36(3) of the SEBI (LODR), Regulations 2015 and Schedule V [Part C] of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2018, with the Stock Exchange, are provided in the Corporate Governance Report forming part of the Annual Report.

10) Members are requested

• To notify immediately, changes in their address, mandate/ Income Tax Permanent Account Number (PAN) / bank details if any, to the Company/RTA: Link In time India Pvt. Ltd. and if shares held in dematerialized form then to their respective Depository Participants.

• • To Update Details:

• The format of the Register of Members prescribed by the Ministry of Corporate Affairs (MCA) under the Act requires the Company to record additional details of Members, including their PAN details, email address, bank details for payment of dividend, etc. Members holding shares in physical form are requested to submit the details to the Company and Members holding shares in electronic form are requested to submit the details to their respective Depository Participants.

• To DEMATERIALISE: their Shares Certificates through Depository Participants (DP).

• Remittance of Dividend through Electronic Mode: Members who have not yet availed NECS/RTGS/NEFT facility and wish to avail the same may have their Bank Account details (name of Bank & Branch A/c no., IFSC(Indian Financial System Code), MICR (Magnetic Ink Character Recognition), for the purpose along with photocopy of Cheque of the same account bearing MICR Code), updated with their respective Depository Participants (DPs) or Company's Registrar and Transfer Agents, Link Intime India Pvt. Ltd., Baroda, where shares are held in dematerialized form and in physical form, respectively. Please refer NECS mandate at Company's website.

11) (a) TRANSFER OF UNCLAIMED/UNPAID DIVIDEND AND SHARES TO INVESTORS EDUCATION AND PROTECTION FUND (IEPF):

In terms of the provisions of Section 124 and other applicable provisions of the Companies Act, 2013, the amount of dividend not encashed or claimed within 7(seven) years from the date of its transfer to the unpaid dividend account, will be transferred to the Investor Education and Protection Fund set up by the Central Government. Accordingly, the unclaimed dividend in respect of financial

38[th ] Annual Report 2022-23

Email: share@suryapalace.com

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JINDAL HOTELS LIMITED, VADODARA

GRAND MERCURE Vadodara Surya Palace, Sayajigunj, Vadodara-390020

year 2015-16 is due for transfer to the said Fund on 25[th] October, 2023. Members who have not yet encashed their dividend warrant(s) pertaining to the dividend for the Financial Year 2015-16 onwards, are requested to lodge their claims with the company/ or Share Transfer Agents for the same.

• (b) Attention of Members is invited to the provisions of Section 124(6) of the Companies Act, 2013 read with Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund ) Rules, 2016 amended from time to time, which inter alia requires the Company to transfer the equity shares on which the dividend has remained unpaid or unclaimed for a continuous period of seven years, to a special demat account to be opened by Investor Education and Protection Fund Authority ('IEPF Authority'). The said Shares, once transferred to the said demat account of the IEPF Authority can be claimed after following due procedure prescribed under the said IEPF rules.

• (c) The Company has transferred the unpaid / unclaimed dividends for the financial year 2014-2015 to the Investor Education and Protection Fund (the IEPF).

• (d) UPDATE: FILING OF IEPF 4 (STATEMENT OF SHARES TRANSFERRED TO IEPF AUTHORITY, MCA): IEPF -4 Form filled on 09/ 12/2022, SRN- F52429586 and approved by MCA. The Company had transferred 11,628 shares to IEPF Authority, MCA.

• 12) SEBI notification SEBI/LAD-NRO/GN/2018/24 dated 8[th] June, 2018 stating that requests for effecting transfer of securities (except in case of transmission or transposition of securities) shall not be processed after 31[st] March 2019, unless the securities are held in the dematerialized form with the depositories. Hence, securities held in physical form not to be transferred, after 31[st] March, 2019. You are requested to dematerialize your physical securities at the earliest.

• 13) As per the provisions of Section 72 of the Act, the facility for making nomination is available to the Members in respect of the shares held by them. Members who have not yet registered their nomination are requested to register the same by submitting Form No. SH-13. If a Member desires to opt-out or cancel the earlier nomination and record a fresh nomination, the Member may submit the same in Form ISR-3 or Form SH-14, as the case may be. The said forms can be downloaded from the Company's website at https://www.suryapalace.com/ corporate-info/ under the section "Corporate Information".

• 14) Instructions for e-voting and joining the Annual General Meeting are as follows:

The Company is offering remote e-voting facility as an alternate, to all the shareholders of the Company to cast their votes electronically on all resolutions set forth in the Notice here in for this purpose, Linkintime: InstaVote shall provide facility for Remote E-voting to enable the Shareholders to cast their votes electronically. Remote E-voting is optional. Please note that the Event No: 230469

• 15) The Register of Directors and Key Managerial Personnel and their Shareholding maintained under Section 170 of the Act, and the Register of Contracts or Arrangements in which the directors are interested, maintained under Section 189 of the Act, and relevant documents referred to in the Notice or explanatory statement will be available electronically for inspection by the Members.

• The Company has appointed M/S Ranjit & Associates, Practicing Company Secretaries, Vadodara represented by Mr. Ranjit Kumar Singh (Membership No. FCS 12564 and CP No. 23646) as the Scrutinizer for scrutinizing the e-voting process in a fair and transparent manner. Copy of the notice (Annual Report) has been placed on the website of the Company viz. www.suryapalace.com and the website of Link In Time India Pvt. Ltd. The result of voting will be announced by the Chairman of the Meeting on or after the 38th Annual General Meeting to be held on Tuesday, 26[th] September, 2023. The result of the voting will be communicated to the Stock Exc hange and will be placed on the website of the Company www.suryapalace.com.

• The Remote e-voting period begins on 9:00 a.m. IST on Saturday, 23[rd] September, 2023 and ends at 5:00 p.m. IST on Monday, 25[th] September, 2023. During this period shareholders' of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date 19[th] September, 2023 may cast their vote electronically. The remote e-voting module shall be disabled by Link Intime India Private Limited (LIIPL) for voting thereafter.

Remote e-Voting Instructions for shareholders:

As per the SEBI circular dated December 9, 2020, individual shareholders holding securities in demat mode can register directly with the depository or will have the option of accessing various ESP portals directly from their demat accounts.

Shareholders are advised to update their mobile number and email Id in their demat accounts to access e-Voting facility.

Login method for Individual shareholders holding securities in demat mode/ physical mode is given below:

1. Individual Shareholders holding securities in demat mode with NSDL

1. Existing IDeAS user can visit the e-Services website of NSDL viz... https://eservices.nsdl.com either on a personal computer or on a mobile. On the e-Services home page click on the "Beneficial Owner" icon under "Login"" which is available under 'IDeAS' section, this will prompt you to enter your existing User ID and Password. After successful authentication, you will be able to see e-Voting services under Value added services. Click on "Access to e-Voting" under e-Voting services and you will be able to see e-Voting page. Click on company name or e-Voting service provider name i.e. LINKINTIME and you will be re-directed to "InstaVote" website for casting your vote during the remote e-Voting period.

2. If you are not registered for IDeAS e-Services, option to register is available at https://eservices.nsdl.com Select "Register Online for IDeAS Portal" or click at https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp

3. Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com/ either on a personal computer or on a mobile. Once the home page of e-Voting system is launched, click on the icon "Login" which is available under 'Shareholder/Member' section. A new screen will open. You will have to enter your User ID (i.e. your sixteen-digit demat account number hold with NSDL), Password/OTP and a Verification Code as shown on the screen. After successful authentication, you will be redirected to NSDL Depository site wherein you can see e-Voting page. Click on company name or e-Voting service provider name i.e. LINKINTIME and you will be redirected to "InstaVote" website for casting your vote during the remote e-Voting period.

2. Individual Shareholders holding securities in demat mode with CDSL

1. Users who have opted for CDSL Easi / Easiest facility, can login through their existing user id and password. The option will be made available to reach e-Voting page without any further authentication. The users to login Easi / Easiest are requested to visit CDSL website www.cdslindia.com and click on login icon & New System Myeasi Tab and then use your existing my easi username & password.

38[th ] Annual Report 2022-23

Website: www.suryapalace.com

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JINDAL HOTELS LIMITED, VADODARA

GRAND MERCURE Vadodara Surya Palace, Sayajigunj, Vadodara-390020

1. After successful login the Easi / Easiest user will be able to see the e-Voting option for eligible companies where the evoting is in progress as per the information provided by the company. On clicking the evoting option, the user will be able to see e-Voting page of the e-Voting service provider i.e. LINKINTIME for casting your vote during the remote e-Voting period. Additionally, there are also links provided to access the system of all e-Voting Service Providers, so that the user can visit the e-Voting service providers' website directly.

2. If the user is not registered for Easi/Easiest, the option to register is available at CDSL website www.cdslindia.com and click on login & New System Myeasi Tab and then click on registration option.

3. Alternatively, the user can directly access the e-Voting page by providing Demat Account Number and PAN No. from a e-Voting link available on www.cdslindia.com home page. The system will authenticate the user by sending OTP on registered Mobile & Email as recorded in the Demat Account. After successful authentication, the user will be able to see the e-Voting option where the evoting is in progress and also able to directly access the system of all e-Voting Service Providers.

3. Individual Shareholders (holding securities in demat mode) login through their depository participants

• You can also login using the login credentials of your demat account through your Depository Participant registered with NSDL/CDSL for e- Voting facility. After Successful login, you will be able to see e-Voting option. Once you click on e-Voting option, you will be redirected to NSDL/CDSL Depository site after successful authentication, wherein you can see e-Voting feature. Click on the company name or e-Voting service provider name i.e. LinkIntime and you will be redirected to e-Voting service provider website for casting your vote during the remote e-Voting period.

Login method for Individual shareholders holding securities in physical form/ Non-Individual Shareholders holding securities in demat mode is given below:

Individual Shareholders of the company, holding shares in physical form / Non-Individual Shareholders holding securities in demat mode as on the cut-off date for e-voting may register for e-Voting facility of Link Intime as under:

1. Open the internet browser and launch the URL: https://instavote.linkintime.co.in

2. Click on "Sign Up" under 'SHARE HOLDER' tab and register with your following details: -

A. User ID:

Shareholders holding shares in physical form shall provide Event No + Folio Number registered with the Company. Shareholders holding shares in NSDL demat account shall provide 8 Character DP ID followed by 8 Digit Client ID; Shareholders holding shares in CDSL demat account shall provide 16 Digit Beneficiary ID.

• B. PAN: Enter your 10-digit Permanent Account Number (PAN) (Shareholders who have not updated their PAN with the Depository Participant (DP)/ Company shall use the sequence number provided to you, if applicable.

• C. DOB/DOI: Enter the Date of Birth (DOB) / Date of Incorporation (DOI) (As recorded with your DP / Company - in DD/MM/YYYY format)

• D. Bank Account Number: Enter your Bank Account Number (last four digits), as recorded with your DP/Company.

• *Shareholders holding shares in physical form but have not recorded 'C' and 'D', shall provide their Folio number in 'D' above

• *Shareholders holding shares in NSDL form, shall provide 'D' above

• Set the password of your choice (The password should contain minimum 8 characters, at least one special Character (@!#$&*), at least one numeral, at least one alphabet and at least one capital letter).

• Click "confirm" (Your password is now generated).

• Click on 'Login' under 'SHARE HOLDER' tab.

• Enter your User ID, Password and Image Verification (CAPTCHA) Code and click on 'Submit'.

Cast your vote electronically:

1. After successful login, you will be able to see the notification for e-voting. Select 'View' icon.

2. E-voting page will appear.

3. Refer the Resolution description and cast your vote by selecting your desired option 'Favour / Against' (If you wish to view the entire Resolution details, click on the 'View Resolution' file link).

4. After selecting the desired option i.e. Favour / Against, click on 'Submit'. A confirmation box will be displayed. If you wish to confirm your vote, click on 'Yes', else to change your vote, click on 'No' and accordingly modify your vote.

Guidelines for Institutional shareholders:

Institutional shareholders (i.e. other than Individuals, HUF, NRI etc.) and Custodians are required to log on the e-voting system of LIIPL at https:/ /instavote.linkintime.co.in and register themselves as 'Custodian / Mutual Fund / Corporate Body'. They are also required to upload a scanned certified true copy of the board resolution /authority letter/power of attorney etc. together with attested specimen signature of the duly authorised representative(s) in PDF format in the 'Custodian / Mutual Fund / Corporate Body' login for the Scrutinizer to verify the same.

Helpdesk for Individual Shareholders holding securities in physical mode/ Institutional shareholders:

Shareholders facing any technical issue in login may contact Link Intime INSTAVOTE helpdesk by sending a request at enotices@linkintime.co.in or contact on: - Tel: 022 - 4918 6000.

38[th ] Annual Report 2022-23

Email: share@suryapalace.com

4

JINDAL HOTELS LIMITED, VADODARA

GRAND MERCURE Vadodara Surya Palace, Sayajigunj, Vadodara-390020

Helpdesk for Individual Shareholders holding securities in demat mode:

Individual Shareholders holding securities in demat mode may contact the respective helpdesk for any technical issues related to login through Depository i.e. NSDL and CDSL.

Login type Helpdesk details Individual Shareholders holding securities in demat mode Members facing any technical issue in login can contact NSDL helpdesk by sending with NSDL a request at evoting@nsdl.co.in or call at : 022 - 4886 7000 and 022 - 2499 7000 Individual Shareholders holding securities in demat mode Members facing any technical issue in login can contact CDSL helpdesk by sending with CDSL a request at helpdesk.evoting@cdslindia.com or contact at toll free no. 1800 22 55 33

Individual Shareholders holding securities in Physical mode has forgotten the password:

If an Individual Shareholders holding securities in Physical mode has forgotten the USER ID [Login ID] or Password or both then the shareholder can use the "Forgot Password" option available on the e-Voting website of Link Intime: https://instavote.linkintime.co.in

• Click on 'Login' under 'SHARE HOLDER' tab and further Click 'forgot password?'

o Enter User ID, select Mode and Enter Image Verification code (CAPTCHA). Click on "SUBMIT".

In case shareholders is having valid email address, Password will be sent to his / her registered e-mail address. Shareholders can set the password of his/her choice by providing the information about the particulars of the Security Question and Answer, PAN, DOB/DOI, Bank Account Number (last four digits) etc. as mentioned above. The password should contain minimum 8 characters, at least one special character (@!#$&*), at least one numeral, at least one alphabet and at least one capital letter.

User ID for Shareholders holding shares in Physical Form (i.e. Share Certificate): Your User ID is Event No + Folio Number registered with the Company

Individual Shareholders holding securities in demat mode with NSDL/ CDSL has forgotten the password:

Shareholders who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget Password option available at abovementioned depository/ depository participants website.

• It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.

• For shareholders/ members holding shares in physical form, the details can be used only for voting on the resolutions contained in this Notice.

• During the voting period, shareholders/ members can login any number of time till they have voted on the resolution(s) for a particular "Event".

Process and manner for attending the Annual General Meeting through InstaMeet:

1. Open the internet browser and launch the URL: https://instameet.linkintime.co.in & Click on "Login" .

2. Select the "Company" and 'Event Date' and register with your following details: -

3. A. Demat Account No. or Folio No: Enter your 16 digit Demat Account No. or Folio No

4. Shareholders/ members holding shares in CDSL demat account shall provide 16 Digit Beneficiary ID

5. Shareholders/ members holding shares in NSDL demat account shall provide 8 Character DP ID followed by 8 Digit Client ID

6. Shareholders/ members holding shares in physical form shall provide Folio Number registered with the Company

7. B. PAN: Enter your 10-digit Permanent Account Number (PAN) (Members who have not updated their PAN with the Depository Participant (DP)/ Company shall use the sequence number provided to you, if applicable.

8. C. Mobile No.: Enter your mobile number.

9. D. Email ID: Enter your email id, as recorded with your DP/Company.

10. Click "Go to Meeting" (You are now registered for InstaMeet and your attendance is marked for the meeting).

Instructions for Shareholders/ Members to Speak during the Annual General Meeting through InstaMeet:

1. Shareholders who would like to speak during the meeting must register their request mentioning their name, demat account number/folio number, email id, mobile number at share@suryapalace.com preferably three days prior to the date of AGM.

2. The first 20 Speakers on first come basis will only be allowed to express their views/ask questions during the meeting.

3. Shareholders will receive "speaking serial number" once they mark attendance for the meeting.

4. Please remember speaking serial number and start your conversation with panellist by switching on video mode and audio of your device.

5. Shareholders/ Members, who would like to ask questions, may send their questions in advance mentioning their name, demat account number/folio number, email id, mobile number at (share@suryapalace.com). The same will be replied by the company suitably.

Shareholders are requested to speak only when moderator of the meeting/ management will announce the name and serial number for speaking. Instructions for Shareholders/ Members to Vote during the Annual General Meeting through InstaMeet:

Once the electronic voting is activated by the scrutinizer during the meeting, shareholders/ members who have not exercised their vote through the remote e-voting can cast the vote as under:

1. On the Shareholders VC page, click on the link for e-Voting "Cast your vote"

2. Enter your 16 digit Demat Account No. / Folio No. and OTP (received on the registered mobile number/ registered email Id) received during registration for InstaMEET and click on 'Submit'.

38[th ] Annual Report 2022-23

Website: www.suryapalace.com

5

JINDAL HOTELS LIMITED, VADODARA

GRAND MERCURE Vadodara Surya Palace, Sayajigunj, Vadodara-390020

1. After successful login, you will see "Resolution Description" and against the same the option "Favour/ Against" for voting.

2. Cast your vote by selecting appropriate option i.e. "Favour/Against" as desired. Enter the number of shares (which represents no. of votes) as on the cut-off date under 'Favour/Against'.

3. After selecting the appropriate option i.e. Favour/Against as desired and you have decided to vote, click on "Save". A confirmation box will be displayed. If you wish to confirm your vote, click on "Confirm", else to change your vote, click on "Back" and accordingly modify your vote.

4. Once you confirm your vote on the resolution, you will not be allowed to modify or change your vote subsequently.

5. Note: Shareholders/ Members, who will be present in the Annual General Meeting through InstaMeet facility and have not casted their vote on the Resolutions through remote e-Voting and are otherwise not barred from doing so, shall be eligible to vote through e-Voting facility during the meeting. Shareholders/ Members who have voted through Remote e-Voting prior to the Annual General Meeting will be eligible to attend/ participate in the Annual General Meeting through InstaMeet. However, they will not be eligible to vote again during the meeting.

Shareholders/ Members are encouraged to join the Meeting through Tablets/ Laptops connected through broadband for better experience. Shareholders/ Members are required to use Internet with a good speed (preferably 2 MBPS download stream) to avoid any disturbance during the meeting.

Please note that Shareholders/ Members connecting from Mobile Devices or Tablets or through Laptops connecting via Mobile Hotspot may experience Audio/Visual loss due to fluctuation in their network. It is therefore recommended to use stable Wi-FI or LAN connection to mitigate any kind of aforesaid glitches.

In case shareholders/ members have any queries regarding login/ e-voting, they may send an email to instameet@linkintime.co.in or contact on: - Tel: 022-49186175.

Guidelines to attend the AGM proceedings of Link Intime India Pvt. Ltd.: InstaMEET

For a smooth experience of viewing the AGM proceedings of Link Intime India Pvt. Ltd. InstaMEET, shareholders/ members who are registered as speakers for the event are requested to download and install the Webex application in advance by following the instructions as under:

• a) Please download and install the Webex application by clicking on the link https://www.webex.com/downloads.html/

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38[th ] Annual Report 2022-23

Email: share@suryapalace.com

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JINDAL HOTELS LIMITED, VADODARA

GRAND MERCURE Vadodara Surya Palace, Sayajigunj, Vadodara-390020

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38[th ] Annual Report 2022-23

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GRAND MERCURE Vadodara Surya Palace, Sayajigunj, Vadodara-390020

JINDAL HOTELS LIMITED, VADODARA

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b) If you do not want to download and install the Webex application, you may join the meeting by following the process mentioned as under:

Step 1 Enter your First Name, Last Name and Email ID and click on Join Now. 1(A) If you have already installed the Webex application on your device, join the meeting by clicking on Join Now 1(B) If Webex application is not installed, a new page will appear giving you an option to either Add Webex to chrome or Run a temporary application. Click on Run a temporary application, an exe file will be downloaded. Click on this exe file to run the application and join the meeting by clicking on Join Now

16) EXPLANATORY STATEMENT PURSUANT TO SECTION 102(1) OF THE COMPANIES ACT, 2013 FORMING PART OF THE NOTICE

The following Explanatory Statement relating to the accompanying Notice sets out all material facts relating to the business mentioned in the Notice convening the AGM as specified under Section 102(1) of the Companies Act, 2013 and LODR Regulations:

Item No. 2

Mrs. Chanda Agrawal and her relatives may be deemed to be interested in the Ordinary Resolution pertaining to her re-appointment as set out in Item No. 2 of the Notice.

Item No. 3, 4 & 5

The Board had earlier noted that the second term of Two (2) Directors out of existing Independent Directors will end in March, 2024 and since they cannot be re-appointed pursuant to the provisions of the Act, the Company will be required to appoint new Independent Directors on the Board. In order to ensure a smoother transition and continuity, the Board considered it appropriate to induct new Independent Board Members.

The Board of Directors of the Company, based on the recommendation of the Nomination and Remuneration Committee and pursuant to the provisions of Section 149, 150 and 152 of the Companies Act, 2013 ("the Act") and all the applicable Rules made thereunder read with the Articles of Association of the Company, proposed the appointment of Mr. Pradip N. Goradia (DIN: 10265384) and Mr. Pradeep Chavan (DIN:00017908) as Non-Executive Independent Directors of the Company for a term of 5 (Five) consecutive years with effect from 26.09.2023 for approval of Shareholders.

Mr. Pradip N. Goradia has extensive understanding in the areas of direct taxation and auditing. Utilization of his expertise and counsel in the company's taxation matters is in the interest of the Company. However, consent of shareholders of the Company by way of Special Resolution is required in pursuance of the provisions of the Regulation 17(6)(ca) of the SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015 ("SEBI Listing Regulations"), as the proposed annual remuneration / fees/ compensation payable to him will exceed fifty per cent of the total annual remuneration payable to all non-executive directors of the Company, post appointment of Mr. Pradip N. Goradia (DIN: 10265384) as Non-Executive Independent Directors of the Company by way of special resolution as set out in item no. 3 to the Notice of 38th AGM.

Regulation 23 of the SEBI Listing Regulations, as amended vide SEBI (Listing Obligations and Disclosure Requirements) (Sixth Amendment) Regulations, 2021, effective from April 1, 2022, all material related party transactions and subsequent material modifications as defined by the audit committee of the Company shall require prior approval of the shareholders through resolution. Since the value of the transaction to be entered into does not exceeds rupees one thousand crore or ten percent of the annual consolidated turnover of the Company as per the last audited financial statements, the said transaction is not considered as material related party transaction therefore, information in the Explanatory Statement pursuant to the SEBI Master Circular No. SEBI/HO/CFD/PoD2/CIR/P/2023/120 dated July 11, 2023, is not applicable.

Disclosures, as required under Regulation 36 of the Listing Regulations and Secretarial Standard-2 on General Meetings issued by the Institute of Company Secretaries of India, are furnished below.

38[th ] Annual Report 2022-23

Email: share@suryapalace.com

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JINDAL HOTELS LIMITED, VADODARA

GRAND MERCURE Vadodara Surya Palace, Sayajigunj, Vadodara-390020

1. Name of the Directors	Mr. Pradip N. Goradia (DIN: 10265384)	Mr. Pradeep Chavan (DIN:00017908)
2. Date of Birth & Age	Date of Birth & Age : 4th February, 1961 (62 years)	Date of Birth & Age: 25th August, 1962 (61 Years)
3. Education & Qualifications	1.Chartered Accountant from Institute of Chartered Accountants of India (ICAI) 2.Graduated in Commerce from R.A. Podar Collage of Commerce & Economics, Matunga, Mumbai – 400019.	1. Commerce Graduate from The Maharaja Sayajirao University Baroda 2. Hotel Management Graduate form IHM, Ahmedabad
4. Experience (including expertise in specific functional area) / Brief Resume	Mr. Pradip Goradia is Commerce graduate from R.A. Podar Collage of Commerce & Economics, Matunga, Mumbai. He has completed his Graduation in the year 1980. He has become Chartered Accountant from the Institute of Chartered Accountant of India, New Delhi in the year 1987. He is Fellow member of The Institute of Chartered Accountants of India from 1992. He is practicing as full time Chartered Accountants from 1989 in the field of Auditing and Direct Taxation in the name and style of P. N. Goradia & Co as proprietor.	Mr. Pradeep Chavan has more than 42 years of experience in Hospitality Industry. He is Commerce Graduate with specialized in Marketing from Maharaja Sayajirao University Baroda. He is Hotel Management Graduate from IHM, Ahmedabad. He has worked as Management Trainee at Taj Mumbai & Taj London. Also, worked as intern with Global Restaurants in Italy and London.
5. Terms and Conditions of Appointment	As per the resolution set out in this Notice read with the Explanatory Statement attached hereto	As per the resolution set out in this Notice read with the Explanatory Statement attached hereto
6. Remuneration last drawn (including	NIL	NIL
sitting fees, if any) & Remuneration proposed to be paid	He shall be paid remuneration by way of sitting fees for attending meetings of the Board or Committees thereof or for any other purpose as may be decided by the Board, reimbursement of expenses for participating in the Board and other meetings as decided by the Board of Directors from time to time in addition to he shall be paid Annual consultancy fees up to Rs. 4,00,000/- (Four Lakhs Only) plus applicable taxes, if any, for providing professional advice in taxation matter, on case to case basis w.e.f. 26.09.2023.	He shall be paid remuneration by way of sitting fees for attending meetings of the Board or Committees thereof or for any other purpose as may be decided by the Board, reimbursement of expenses for participating in the Board and other meetings as decided by the Board of Directors from time to time.
7. Date of first appointment on the Board	-	-
8. Skills and capabilities required for the role as an Independent Director	Mr. Pradip Goradia meets the following skills and capabilities required for the role as an Independent Director, as have been identified by the Board of Directors of the Company: - Taxation - Auditing	Mr. Pradeep Chavan meets the following skills and capabilities required for the role as an Independent Director, as have been identified by the Board of Directors of the Company: - Menu Designing - Menu Engineering - Menu Development - Food Innovation Techniques - Gastronomy - Business Development - Team Management - Operational Management
9. Shareholding in the Company as on date of notice, including share- holding as a beneficialowner.	NIL	26,235 Shares
10. Relationship with other Directors / Key Managerial Personnel of Jindal Hotels Limited	Not related to any other Director / Key Managerial Personnel of the Company	Not related to any other Director / Key Managerial Personnel of the Company
11. Number of meetings of the Board / Committee attended during the financial year (FY 2022-23)	NIL	NIL
12. Directorships of other Boards as on date of notice. (along with listed entities from which the person has resigned in the past three years)	NIL	NIL
13. Membership / Chairmanship of Committees of other Boards as on the date of notice. (along with listed entities from which the person has resignedinthe past three years)	NIL	NIL

The Board recommends special resolutions set out at Item No. 3, 4 & 5 of the Notice for approval of shareholders. Save and except the above, none of the Directors/ Key Managerial Personnel of the Company / their relative are, in anyway, concerned or interested or otherwise, in these resolutions.

Registered Office: By Order of the Board of Directors of GRAND MERCURE Vadodara, Surya Palace, JINDAL HOTELS LIMITED Sayajigunj, Vadodara 390 020 Sd/CIN: L18119GJ1984PLC006922 Mansi Vyas E-mail: share@suryapalace.com Company Secretary Place: Vadodara Date: 8[th] August, 2023

38[th ] Annual Report 2022-23

Website: www.suryapalace.com

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