Blue Coast Hotels Ltd Directors Report

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Oct 23, 2026|10:25:25 AM

Blue Coast Hotels Ltd Share Price directors Report

To

The Members,

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Your Directors have pleasure in presenting 33 Annual Report on the business and operations of the company

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together with the Financial Statements for the nancial year ended 31 March, 2026.

FINANCIAL HIGHLIGHTS

( in Lakh)

PARTICULARS

Consolidated Standalone
2025-26 2024-25 2025-26 2024-25
Revenue from Operations 203.82 203.82
Expenses (169.45) (164.83) (168.21) (163.59)
Depreciation (26.49) (27.40) (26.49) (27.40)
Profit from Operations before Finance Cost & Tax 7.88 (192.23) 9.12 (190.99)
Other Income 39.66 45.06 39.66 45.06
Profit before Interest & Tax 47.54 (147.17) 48.78 (145.93)
Interest / Finance Charges (174.53) (198.18) (174.53) (198.18)
Operating Profit before Tax (126.99) (345.35) (125.75) (344.11)
Interest / Finance Charges - New Hotel Projects
Profit (Loss) before Tax & Exceptional Items (126.99) (345.35) (125.75) (344.11)
Exceptional Items (53.00) 8428.55 (53.00) 8428.55
Profit before Tax (179.99) 8083.20 (178.75) 8084.44
Tax Expense (29.32) (83.60) (29.32) (83.60)
Profit (Loss) after Tax (209.31) 7999.60 (208.07) 8000.84
Other Comprehensive Income (25.21) 10.54 (25.21) 5.54
Share of Minority Interest in Profit/Loss
Total comprehensive Income /(Loss) for the year (234.52) 8010.14 (233.28) 8006.38
EPS : Basic (1.39) 59.47 (1.38) 59.44
Diluted (1.21) 43.28 (1.20) 43.26

CONSOLIDATED FINANCIAL STATEMENTS

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The consolidated nancial statements for the year ended 31 March, 2026 have been prepared in accordance with Indian Accounting Standards (Ind AS) noti ed under the Companies (Indian Accounting Standards) Rules, 2015

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together with the comparative period data as at end of 31 March, 2025.

In accordance with the Companies Act, 2013 (the Act) and Indian Accounting Standards (Ind AS) 110 on Consolidated Financial Statements read with Ind AS 112 on Disclosure of Interest in other entities, the Audited Consolidated Financial Statements are provided in the Annual Report.

RESERVES

Due to the absence of surplus during the year under review, no amount was transferred to the Reserves.

DIVIDEND

Due to the absence of Pro t during the year, your Directors have not recommended any dividend for the Financial Year 2025-26.

STATE OF COMPANYS AFFAIRS

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In compliance with the order of the Honble Supreme Court of India, dated 19 March, 2018, the Company handed over its sole revenue-generating asset, Hotel Park Hyatt Goa, to the auction purchaser. To sustain its operations and generate revenue to meet its day-to-day expenses, the Company, during the year under review, provided advisory and consultancy services relating to the operation, management and administration of hotels and restaurants.

CHANGE IN THE NATURE OF BUSINESS

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There were no changes in the nature of business of the Company during the nancial year ended 31 March, 2026.

MATERIAL CHANGES AND COMMITMENTS

No material changes or commitments, other than those disclosed under the Capital and Debt Structure, have occurred between the end of the nancial year to which the nancial statements pertain and the date of this report that would affect the nancial position of the Company.

CAPITAL AND DEBT STRUCTURE A. Authorized Share Capital

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The Authorized Share Capital of the Company as on 31 March, 2026, stands at 1,08,00,00,000/- (Rupees One Hundred Eight Crore) divided into:

1. 2,65,00,000 (Two Crore Sixty-Five Lakhs) Equity Shares of 10/- (Ten) each.

2. 81,50,000 (Eighty-One Lakh Fifty Thousand) Preference Shares of 100/- (One Hundred) each.

There was no alteration or increase in Authorized Share Capital of the Company, during the nancial year under review.

B. Issued, Subscribed, and Paid-Up Share Capital

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The Issued, Subscribed, and Paid-Up Share Capital of the Company as on 31 March, 2026, stands at 54,24,84,570/- (Fifty-Four Crore Twenty-Four Lakh Eighty-Four Thousand Five Hundred Seventy) divided into 1,71,92,457 (One Crore Seventy-One Lakh Ninety-Two Thousand Four Hundred Fifty-Seven) Equity Shares of 10/- (Ten) each and 37,05,600 (Thirty-Seven Lakh Five Thousand Six Hundred) Preference Shares of

100 (One Hundred) each.

Except as stated below, the Company has not issued or allotted any fresh securities, equity shares or other convertible instruments during the nancial year ended March 31, 2026:

l Pursuant to the approval of the shareholders, during the nancial year 2024-25, the Company converted 6,93,110 0.01% Redeemable Preference Shares ("RPS") of 100/- each into an equal number of 0.01% Compulsorily Convertible Preference Shares ("CCPS") of 100/- each, convertible into equity shares, which were issued and allotted to entities forming part of the Promoter and Promoter Group by way of preferential allotment on a private placement basis.

l Out of the aforesaid CCPS, on November 14, 2024, the Company allotted 18,92,000 equity shares of 10/- each upon conversion of 1,89,200 CCPS of 100/- each, at a conversion ratio of 1 CCPS into 10 equity shares.

l Further, during the year under review, on May 16, 2025, the Company allotted 25,52,000 equity shares of

10/- each upon conversion of 2,55,200 CCPS of 100/- each, at the same conversion ratio.

Consequent to the aforesaid allotment, the paid-up equity share capital of the Company as at March 31, 2026 stood at

17,19,24,570/- (Rupees Seventeen Crore Nineteen Lakh Twenty-Four Thousand Five Hundred and Seventy only), comprising 1,71,92,457 equity shares of 10/- each.

Subsequent to the Closure of the Financial Year

l On May 13, 2026, the Company allotted the balance 24,87,100 equity shares of 10/- each upon conversion of 2,48,710 CCPS of 100/- each, at the same conversion ratio.

l Consequent to the said allotment, the paid-up equity share capital of the Company increased to

19,67,95,570/- (Rupees Nineteen Crore Sixty-Seven Lakh Ninety-Five Thousand Five Hundred and Seventy only), comprising 1,96,79,557 equity shares of 10/- each.

Apart from the unredeemed Preference Shares, the dividends on the 0.01% Redeemable Preference Shares ("RPS") are also lying unpaid for a period of two years or more. Therefore, in terms of Section 47(2) of the Companies Act, 2013, the holders of these Shares are entitled to vote on all resolutions placed before the Company. The proportion of the voting rights of Equity Shareholders to the voting rights of Preference Shareholders shall be in proportion to their respective paid-up capital.

CREDIT RATING TO SECURITIES

During the year under review no credit rating was obtained for any securities.

INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

During the year under review, there were no amounts/ shares transferred into IEPF.

DIRECTORS AND KEY MANAGERIAL PERSONNEL Changes in Directors and Key Managerial Personnel

S.No. Name

DIN/PAN Designation Date of appointment/ change in designation/ cessation Nature of change ((Re) Appointment/ Change in designation/ Cessation) Mode of appointment/ cessation
1 Mr. Manujendu Sarker 06856271 Non -Executive Director 06-09-2025 Reappointment, through retirement by rotation Ordinary Business passed at AGM
2 Mr. Vijay Jain 09084717 Independent Director 01-03-2026 Re-appointment for second term of Five years Special Resolution passed at AGM

Mr. Kushal Suri, Whole-Time Director of the Company is liable to retire by rotation at the ensuing annual general meeting offers himself for re-appointment.

All the Directors including Independent Directors and Key Managerial Personnel are appointed at the recommendation of Nomination and Remuneration Committee wherein the committee checks and evaluates all the required aspects of the individual before recommending him/her to Board for such appointment. Further, in case of re-appointment of Director, evaluation of his/ her performance in last term is considered.

STATEMENT ON INDEPENDENT DIRECTORS DECLARATION AND MEETING

Pursuant to Section 149 (7) of Companies Act, 2013 (Act), all the Independent Directors in Board Meeting of the Financial

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Year 2025-26 held on Friday 16 May, 2025 have provided declaration on their status as an Independent Director and that they meet the criteria of independence as provided in Section 149 (6) of the Act and Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended ("Listing Regulations"). There has been no change in the circumstances affecting their status as Independent Directors of the Company.

During the year under review, a separate meeting of the Independent Directors of the Company was held on Friday,

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16 May, 2025, without the presence of any other Director(s). The Independent Directors reviewed the performance of regular Chairperson of Board, Non-Independent Directors and the Board as a whole and assessed the quality, quantity and timelines of ow of information between the Company, Management and the Board. The Company Secretary acted as secretary to the Meeting.

Certi cate of compliance of Code of Conduct of the Company for Directors, Key Managerial Personnel and senior management is part of the Corporate Governance report of this annual report.

FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

The details pertaining to Familiarization Programme for Independent Directors has been incorporated in the Corporate Governance Report.

NUMBER OF MEETINGS OF THE BOARD

During the Financial Year 2025-26, Board has conducted total six (6) meetings to transact the business of the Company. Details of all Board meetings and respective Committee meetings are given in the Corporate Governance Report which forms part of this Annual Report.

AUDIT COMMITTEE

Your company has an Audit Committee in compliance with the provisions of Section 177 of the Act and Regulation 18 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The complete details with respect to Audit Committee, as required to be given under the aforesaid provisions, are given in the Corporate Governance Report.

NOMINATION AND REMUNERATION POLICY

Your company has a Nomination and Remuneration Committee in compliance with the provisions of Section 178 of the Act and Regulation 19 of SEBI (Listing Obligation & Disclosures Requirements) Regulation, 2015 as amended. The complete details with respect to the salient features of Nomination and Remuneration Committee, as required to be given under the aforesaid provisions, is given in the Corporate Governance Report section of this Annual Report.

The company has adopted a Nomination and Remuneration Policy for Directors, Key Managerial Personnel (KMP) and other employees of the Company as formulated by Nomination and Remuneration Committee, pursuant to provisions of Section 178 of the Act and Para A of Part D of Schedule II of SEBI (Listing Obligation & Disclosures Requirements) Regulation, 2015, as amended, which acts as a guideline for determining, inter-alia, quali cations, positive attributes and independence of a Director, matters relating to the remuneration, appointment/ re-appointment, removal and evaluation of performance of the Directors, Key Managerial Personnel, Senior Management and other employees.

The Company keeps amending the said policy with requisite changes in accordance with the Companies Act, 2013, as amended, and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended. The detailed policy on Directors appointment and remuneration including criteria for determining quali cation, positive attributes, independence of a Director, formulated by Nomination and Remuneration Committee is available at our website and can be accessed at www.bluecoast.in.

STAKEHOLDER RELATIONSHIP COMMITTEE

Your company has a Stakeholder Relationship Committee in compliance with the provisions of Regulation 20 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The complete details with respect to Stakeholder Relationship Committee, as required to be given under the aforesaid provisions, are given in the Corporate Governance Report.

EVALUATION OF BOARD, COMMITTEES AND DIRECTORS

Pursuant to the provisions of Section 134 (3) (P) the Act and Regulation 17 of SEBI (Listing Obligations and Disclosure

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Requirements) Regulations, 2015, the Board of Directors in their Meeting held on 16 May, 2025 has carried out performance evaluation of the Board as a whole, committees and the individual performance of each Director including Independent Directors. The manner of evaluation has been detailed in the Corporate Governance Report.

MANAGERIAL REMUNERATION AND OTHER DISCLOSURES

The disclosures as required under Section 197 of the Companies Act, 2013 read with Rule 5(1) of the Companies

(Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed and forms part of this report as Annexure A. Details as required under Rule 5(2) of the Act are not applicable as no employee falls under the categories mentioned in the Rules.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134(5) of the Companies Act, 2013, with respect to the Directors Responsibility Statement, it is hereby con rmed that:

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a) In the preparation of annual accounts for the Financial Year ended 31 March, 2026, the applicable accounting standards have been followed along with proper explanation relating to material departures;

b) The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the nancial year 2025-26 and of the pro t or loss of the Company for that period;

c) The Directors have taken proper and suf cient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for prevention and detecting fraud and other irregularities;

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d) The Directors have prepared the annual accounts for the nancial year ended on 31 March, 2026, on a going concern basis;

e) The Directors have laid down internal nancial controls to be followed by the Company and that such internal nancial controls are adequate and are operating effectively; and

f) The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

INTERNAL FINANCIAL CONTROL

The Company has internal nancial control system, commensurate with the size, scale and complexity of its operations. The internal nancial control system is adequate and operating effectively to ensure orderly and ef cient conduct of business operations. The companys internal nancial control procedures ensure the reliability of the Financial Statements of the Company and its preparation in accordance with the applicable laws.

To maintain its objectivity and independence, the Internal Auditor reports to the Chairman of the Audit Committee of the Board. Based on the internal audit report, process owners undertake corrective action in their respective areas and thereby strengthening the controls. Signi cant audit observations and corrective actions thereon are presented to the Audit Committee of the Board. The internal auditor carries out extensive audits throughout the year across all functional areas and submits its reports from time to time to the Audit Committee of the Board of Directors.

SUBSIDIARIES / JOINT VENTURES / ASSOCIATES

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The Company has the following Subsidiaries/Associates as on 31 March, 2026, namely:

1. Golden Joy Hotel Private Limited (Wholly Owned Subsidiary Company)

2. Blue Coast Hospitality Limited (Wholly Owned Subsidiary Company)

In accordance with the provisions of Section 129(3) of the Act, read with the Companies (Accounts) Rules, 2014, a report on the performance and nancial position of each of the Subsidiaries/Associates/Joint venture is attached as Annexure B to this Report in the prescribed form, AOC-1.

AUDITORS

I) STATUTORY AUDITORS

During the year, M/s. P.P Bansal & Co., Chartered Accountants, (FRN: 001916N), tendered their resignation

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from the of ce of Statutory Auditor vide their letter dated 06 August 2025, before completion of their term stating the reason of their preoccupation and other commitment. Their resignation resulted in casual vacancy in the of ce of Statutory Auditors as envisaged by section 139(8) of the Companies Act, 2013.

Accordingly, M/s Virender K. Jain & Associates, Chartered Accountants, (FRN : 005994N), were appointed by the members, as the Statutory Auditors of the company, for a term of ve (5) consecutive years, to hold of ce from

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the conclusion of the 32 AGM of the company held on 6 September, 2025, until the conclusion of 37 AGM of the company, to be held in the year 2030. The Statutory Auditors Report issued by M/s Virender K. Jain & Associates Chartered Accountants, (FRN : 005994N) forms part of the Annual Report. During the year, the Statutory Auditors did not report any fraud committed against the company by its of cers or employees under Section 143(12) of the Act read with the rules made thereunder.

EXPLANATION TO AUDITORS REPORT

The Notes on nancial statement referred to in the Statutory Auditors Report, enclosed with the nancial statements, are self-explanatory and do not call for any further comments. The Statutory Auditors report does not contain any quali cations, reservations, adverse remarks, or disclaimers, which would be required to be dealt separately with in the Boards Report.

ii) SECRETARIAL AUDIT

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At the 32 AGM held on 6 September, 2025, the Members approved the appointment of M/s Ajay. K. & Associates, (Firm Registration No.: I2013DE1069100) Practicing Company Secretaries, as the Secretarial Auditor of the Company for a period of 5 ( ve) consecutive years, i.e., from FY25-26 up to FY29-30. The Secretarial Audit Report con rms that the Company has complied with the provisions of the Act, Rules, Regulations and Guidelines and that there were no deviations or non- compliances. During the year, the Secretarial Auditors did not report any fraud committed against the company by its of cers or employees under Section 143(12) of the Act read with the rules made thereunder.

The Secretarial Audit Report is annexed as Annexure C. The Secretarial Audit Report does not contain any quali cations, reservations or adverse remarks or disclaimers.

During the year, Blue Coast Hospitality Limited and Golden Joy Hotel Private Limited are identi ed as material unlisted subsidiary companies, in accordance with the provisions of Regulation 16 (1) (c) of the Listing Regulations and pursuant to the Regulation 24(A)(1) of the Listing Regulations, a report on Secretarial Audit of Blue Coast Hospitality Ltd. and Golden Joy Hotel Pvt. Ltd. are annexed herewith as Annexure C-1 & Annexure C-2.

DEPOSITS

During the period under review, your Company has not accepted, renewed or invited any deposit, within the meaning of section 73 of Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014.

LOAN GUARANTEES AND INVESTMENT BY COMPANY

Pursuant to Section 186 of the Act, details of loan and investment made by the company is given in the Financial Statement of the Company.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All the related party transactions that were entered into during the nancial year were on arms length basis and in the ordinary course of business. During the year under review there were no materially signi cant related party transactions, including arms length transactions; hence, disclosure in Form AOC - 2 is not required.

The complete details with respect to contracts or arrangements with related parties as required to be given under the Act and Part C of Schedule V of Listing Regulations is given in the Corporate Governance Report.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

During the year under review, your Company does not fall under the criteria as speci ed under Section 135 (1) of the Companies Act, 2013. Hence, no amount is required to be spent as per the provisions of Section 135 of the Act.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO

In compliance with order of Honble Supreme Court of India, Company has handed over the possession of its only

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operating property on 19 September, 2018, hence, during the period under review, the consumption of energy or technology absorption and foreign exchange earnings and outgo are not applicable.

RISK MANAGEMENT POLICY

The Company has in place a mechanism to inform the Board about the risk assessment and minimization procedures and the company has formulated and adopted Risk Management Policy to prescribe risk assessment, management, reporting and disclosure requirements of the Company; the same is available on the website of the Company at, www.bluecoast.in

VIGIL MECHANISM

The company has established a Whistle Blower Policy/Vigil Mechanism through which its directors, employees and stakeholders can report their genuine concern about unethical behaviors, actual or suspected fraud or violation of the Companys Code of Conduct or Ethics Policy. The said policy provides for adequate safeguard against victimization and also direct access to the higher level of superiors including Chairman of the Audit Committee in exceptional cases. The same is reviewed by the Audit Committee from time to time.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS / COURTS / TRIBUNALS

Except as provided below, no signi cant and material orders passed by regulators / courts / tribunals during the period under review.

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1. During the FY 2024-25, SEBI had issued a show cause notice dated 4 March, 2025 to the Company, its Whole Time Director and former Chief Financial Of cer to undertake investigation in the matter pertaining to the Financials of the Company for the periods FY 2019-20, FY 2020-21, FY 2021-22 and FY 2022-23.

Pursuant thereof, after investigation, SEBI initiated adjudication proceedings against the Company, its Whole Time Director and former Chief Financial Of cer. During the pendency of the adjudication proceedings, without prejudice to their rights and contentions and in order to avail the prescribed settlement mechanism under SEBI Settlement (Proceedings) Regulations 2018, the Company along with its Whole Time Director submitted a Settlement Application with SEBI under SEBIs Settlement Regulations, 2018, which was allowed and the payment terms were duly accepted by SEBI while recommending to settle the matter upon payment of 78,00,000/- by the Company and independent payment of 11,37,500/- by its Whole -Time Director, as settlement amount towards settlement terms and the said amounts stands duly paid by the Company and its Whole -Time Director within the

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prescribed time period. Pursuant to the Settlement Order dated 14 January 2026 passed by SEBI, the show cause

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notice dated 4 March, 2025 and the proceedings resulted thereof stood disposed of.

Further, as recorded in the Adjudication Order dated 11.03.2026, suf cient opportunity was provided to Mr. Amit Kumar Singhl, former CFO (Noticee No. 3) to represent his case in the proceedings by ling appropriate reply to the SCN. However, since the former CFO (Noticee No. 3) failed to participate in the proceedings, the Adjudicating Of cer deemed it appropriate to pass an ex-parte order against the former CFO based on the material available on record and the Company is not concerned with the same.

2. Out of the auction proceeds of the Goa Hotel Property ("Park Hyatt Goa"), 8,500.00 lakhs, along with accrued interest, was retained by IFCI Limited pursuant to the Delhi High Courts order. After SEBI withdrew its application before the Honble Supreme Court with liberty to approach the Justice R.M. Lodha (Retd.) Committee, the Company led an objection before the Ld. Recovery Of cer, asserting its claim over the said amount. Vide order dated 10.11.2025, the Ld. Recovery Of cer held the Company liable to pay 26,604.27 lakhs to PACL Ltd. and directed IFCI to remit the retained amount to the Committee, subject to the outcome of W.P. No. 924 of 2018 pending before the Bombay High Court, Goa Bench.

Aggrieved by the said Order passed by the Ld. Recovery Of cer, the Company approached the Honble Supreme Court and, pursuant to a speci c liberty given by the Honble Supreme Court vide its Order dated 03.12.2025, the Company preferred an Appeal against the Order dated 10.11.2025 before the Honble Securities Appellate Tribunal, Mumbai ("SAT") wherein the Company also preferred an Application for stay of the said Order passed by the Ld. Recovery Of cer. The Honble SAT vide its Order dated 13.03.2026, after passing some ad-interim orders vide Order dated 06.02.2026, disposed of the Companys Application for stay by directing that the above-mentioned auction proceeds of 8,500.00 lakhs plus interest shall continue to remain with IFCI and with respect of the alleged remaining amounts as computed in the Order dated 10.11.2025, SEBI undertook to not take any steps against the Company without taking leave of the Honble SAT, until disposal of the Appeal. The matter is presently pending adjudication.

3. The Serious Fraud Investigation Of ce ("SFIO") has led a petition under relevant provisions of the Companies Act, 2013 against IFCI Limited and other entities, wherein the Company, SRHIPL (erstwhile SPV) and one of the Promoters, have been impleaded as respondents. The Company will le its reply, inter alia, stating that all dues relating to the nancial assistance have been discharged. The matter is pending adjudication.

SECRETARIAL STANDARDS

The Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards as issued by the Institute of Company Secretaries of India (ICSI) and that such systems are adequate and operating effectively.

WEBLINK OF ANNUAL RETURNS

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Pursuant to Section 92(3) read with section 134 (3) (a) of the Companies Act, 2013, Annual Return as on 31 March, 2026 of your company is available at https://www.bluecoast.in/annual-returns.

COMPLIANCE WITH THE CONDITIONS OF CORPORATE GOVERNANCE

The certi cate from M/s Ajay K. & Associates, Company Secretaries, Secretarial Auditors of the Company, con rming compliance with the conditions of Corporate Governance as stipulated under the Listing Regulations, is annexed.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

A detailed review of the operations, performance and other matters of the company is set out in the Management Discussion and Analysis Report pursuant to Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, forms part of this Annual Report as Annexure -D.

CORPORATE LEGAL MATTERS i. On account of default in repayment of term loan IFCI initiated recovery proceeding under SARFAESI Act, 2002, against the company and allegedly sold the Hotel Property Park Hyatt, Goa for an amount of 51,544.00 Lakhs. On 19.03.2018 Honble Supreme Court of India ordered the Company to handover the possession of the Hotel to the auction purchaser within a period of six months. In compliance of Honble Supreme Court order, the Company has handed over the possession of the property Park Hyatt Goa Resort & Spa to the auction purchaser on 19.09.2018. The handing over of only operational asset of the company to the auction purchaser pursuant to aforesaid order has impacted the companys ability to continue as a going concern.

However, the company has availed of its right to redeem the property u/s 60 of the Transfer of Property Act, 1882 by giving notice to IFCI before handing over the possession of property. The Writ Petition is pending adjudication at Honble High Court of Bombay at Goa. The outcome of the writ petition may have the material impact on the company as a going concern and may also impact the alleged sale of Hotel property at Goa.

ii. In 2010, the Company, participated in a tender for setting up of a ve-star hotel property at Aerocity, Delhi, invited by Delhi International Airport Limited (DIAL). Upon qualifying for the bid, the company (in compliance with the condition of request for Proposal, issued by DIAL), incorporated a Special Purpose Vehicle Company (SPV) Silver Resort Hotel India Private Limited ("SRHIPL") to carry on the Proposed Project (Delhi Hotel Project) at Aerocity Delhi, and raised fund through various sources including from retail space buyers.

However, on account of various factors including non - receipt of security clearance, Delhi Hotel Project, could not take off and space buyers demanded their money back and initiated a representative suit in 2015, before the Honble High Court of Delhi bearing no. CS (OS) 176/2015 Kamal Sharma & ors Vs. Blue Coast Infrastructure Development Pvt. Ltd. ("BCIDPL") & ors. (The Company & other individual Promoters were respondents in such Representative Suit). The company alongwith its erstwhile SPV and BCIDPL agreed to propose a compromise to make arrangements for a contingency of 31,562.18 Lakhs (subject to nal adjudication) & the terms were duly

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recorded before Honble High Court of Delhi. As of 31 March, 2026, the balance of the contingency stands at

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5,822.52 Lakhs (as of 31 March, 2025, 7,074.09 Lakhs). The primary parties to the case have been continuously paying the agreed amounts.

COMPLIANCE WITH PROVISIONS RELATING TO THE CONSTITUTION OF INTERNAL COMPLAINTS COMMITTEE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013, NUMBER OF CASES FILED WITH COMPANY, IF ANY, AND THEIR DISPOSAL.

The provision relating to the constitution of Internal Complaints Committee pursuant to the Sexual Harassment of Women at workplace (Prevention, Prohibition and Redressal) Act, 2013 is not applicable to the company due to less number of employees.

DISCLOSURE UNDER MATERNITY BENEFIT ACT, 1961

Since the Employee count during the nancial year under review was below the applicability threshold speci ed in the Maternity Bene t Act, 1961, the same is not applicable to the Company.

OTHER DISCLOSURES

l The company has not issued any equity shares with differential rights as to dividend, voting, or otherwise, in accordance with the provisions of Section 43 of the Act and the applicable Rules.

l The Company has not undertaken any buy-back of its shares pursuant to Section 68 of the Act and the Rules made thereunder.

l No sweat equity shares have been issued to directors or employees of the Company.

l The Company has not failed to implement any corporate action during the year.

l The Company has not made any provision of money or extended any loans to its employees for the purpose of purchasing its own shares, in compliance with Section 67 of the Act and the relevant Rules.

l The Company has not made any application or does not have any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year .

l The Company has not done any one time settlement with the Banks or Financial Institutions.

l There was no revision in the nancial statements or the Board report of the Company during the year.

ACKNOWLEDGMENT

The Directors express their sincere appreciation of the co-operation and assistance received from the Central Government, State Government, Companys Bankers, Auditors, Members, Lawyers and other business associates. The Directors also wish to place on record their deep sense of appreciation for the commitment displayed by the employees at all levels.

By Order of the Board
For Blue Coast Hotels Limited

Place: New Delhi

Sd/-

Sd/-

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Date : 7 August, 2026

Kushal Suri

Bhupendra Kumar Bhardwaj

Whole-Time Director

Director

DIN: 02450138

DIN: 01795107

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