Eco Hotels and Resorts Ltd Directors Report

Dear Shareholders,

Your Directors are pleased to present the 38 th Annual Report, along with the Audited Financial Statements of the Company for the financial year ended March 31, 2025 (FY 2024-2025).

FINANCIAL PERFORMANCE:

The Audited Financial Statements (Standalone and Consolidated) of the Company as on March 31, 2025, are prepared in accordance with the relevant applicable Indian Accounting Standards (Ind AS) and Regulation 33 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI Listing Regulations) and provisions of the Companies Act, 2013 (Act).

The summarized financial highlight is depicted below:

(Amount in )

Particulars	Standalone		Consolidated
	As on March 31, 2025	As on March 31, 2024	As on March 31, 2025	As on March 31, 2024
Revenue from Operations	13,71,335	-	16,55,745	18,00,395
Other Income	117	1,39,428	92,68,614	38,29,508
Total Revenue	13,71,452	1,39,428	1,09,24,359	56,29,903
Total Expenses	2,78,46,136	4,05,04,865	4,06,72,564	6,15,60,731
Profit/(Loss) before tax	(2,64,74,684)	(4,03,65,436)	(2,97,48,205)	(5,59,30,827)
Tax Expense:
Current tax expense for current Year	-	-	-	-
Deferred tax	30,38,964	-	58,73,992	-
Tax expense for Earlier Years	-	1,87,264	-	1,87,264
Profit/(Loss) after tax	(2,95,13,648)	(4,05,52,700)	(3,56,22,197)	(5,61,18,091)
Earning per Equity Share
Basic	(0.64)	(2.34)	(0.77)	(3.23)
Diluted	(0.64)	(2.34)	(0.77)	(3.23)

OVERVIEW OF COMPANYS FINANCIAL PERFORMANCE:

Your Company earned a Total Income of 13,71,452/- as compared to 1,39,428/- in the previous Year. The total expenditure incurred during the Year under review was 2,78,46,136/- as compared to 4,05,04,865/- in the previous Year. The Net Loss for the year is 2,95,13,648/- as against the Net Loss of 4,05,52,700/- in the previous Year.

DIVIDEND:

During the year under review, the Board does not propose any dividend for the year ended March 31, 2025.

TRANSFER TO RESERVES:

During the financial year, the Board does not propose to transfer any amount to general reserves.

SUBSIDIARIES, JOINT VENTURES & ASSOCIATE COMPANIES:

As on March 31, 2025, the Company has two subsidiary companies namely Eco Hotels India Private Limited and Ecohotels Ayodhya Private Limited, but does not have any joint ventures or associate companies.

Eco Hotels India Private Limited, earned a Total Income of Rs. 1,95,40,548/- as compared to Rs. 54,90,475/- in the previous year. The total expenditure incurred during the year under review was Rs. 1,51,64,309/- as compared to Rs. 2,10,55,439/- in the previous year. The Net Profit for the year is Rs. 16,79,692/- as against the Net Loss of Rs. 1,55,64,964/- in the previous year

Ecohotels Ayodhya Private Limited was incorporated on January 29, 2025. In accordance with the provisions of the Companies Act, 2013, the Company will prepare its first financial statements for a period of fifteen (15) months, ending on March 31, 2026.

SHIFTING OF REGISTERED OFFICE:

During the year, the Company shifted its Registered office from:

Old Address:

19, Floor-3 rd , 408, Prabhadevi Industrial Estate,

Veer Savarkar Marg, Prabhadevi,

Mumbai - 400 025, Maharashtra, India

to

New Address:

67/6446, Basin Road, Cochin,

Ernakulam High Court,

Ernakulam- 682031, Kerala, India

During the year under review, the Company has obtained a fresh Certificate of Incorporation from the Registrar of Companies, effective October 19, 2024, reflecting the updated Registered Office address.

CAPITAL STRUCTURE OF THE COMPANY:

y Authorized Share Capital:

The Authorized Share Capital of the Company as on March 31, 2025 was 70,00,00,000/- (Rupees Seventy Crores Only) divided into divided into 6,70,00,000 (Six Crores Seventy Lakhs) Equity Shares of 10/- each and 30,00,000 (Thirty Lakhs) Preference Shares of 10/- each.

y Issued, Subscribed & Paid-Up Share Capital:

During the financial year, the Company acquired 2,01,67,082 equity Shares of Eco Hotels India Private Limited (EHIPL), a Subsidiary Company, pursuant to a swap scheme approved by BSE dated June 28, 2024.

During the year under review, the Company allotted Sweat Equity Shares to eligible individuals, in accordance with the provisions of the Companies Act, 2013 and the SEBI (Issue of Sweat Equity) Regulations. The allotment was made after obtaining the requisite approval from the Bombay Stock Exchange (BSE) dated April 16, 2024:

Sr. No.	Name of Allottees	No. of Equity Shares
1	Mr. Vinod Kumar Tripathi	13153930
2	Mr. Vikram Doshi	152649
	Total	1468042

Paid-up Share Capital Structure as on March 31, 2025:

Number of paid-up share capital	Type of Shares	Face Value	In Value
51507235	Equity	10	51,50,72,350/-

Further, the Company obtained Board approval on December 04, 2024 and Shareholders approval on February 13, 2025, for the issuance and allotment of 10,30,145 Equity Shares of Rs. 10/- each as Sweat Equity Shares to Mr. Vinod Kumar Tripathi, Executive Chairman of the Company.

The allotment was made in lieu of part Remuneration, in accordance with the terms specified in his employment agreement, as approved by the Nomination and Remuneration Committee, and in compliance with the applicable provisions of the Companies Act, 2013 and relevant regulations. The Company received in-principal approval from BSE for the said allotment on July 18, 2025. The Company is currently in the process of filing the requisite documents with BSE for obtaining listing approval.

During the year under review, the Company has not issued any shares with differential voting rights nor granted any stock options.

EMPLOYEE STOCK OPTION SCHEMES:

Employee Stock Option Plan 2023- Modified (Eco ESOP 2023-Modified):

During the year under review, the Company received in-principal approval from BSE Limited for the allotment of up to 20,00,000 (Twenty Lakhs) stock options, each convertible into one equity share of the Company, in accordance with applicable laws and the Companys Employee Stock Option Plan (ESOP).

Pursuant to this approval, the Nomination and Remuneration Committee and the Board of Directors, at their meeting held on December 04, 2024, approved the grant of 3,17,500 stock options to eligible employees of the Company and its subsidiary, Eco Hotels India Private Limited.

Subsequent to the grant, seven employees of the Company, to whom 75,500 stock options had been granted, resigned prior to the vesting of their options. In accordance with the terms of the ESOP Scheme, these unvested stock options were forfeited and accordingly added back to the ESOP pool for future grants.

Eco ESOP 2023-Modified are in compliance with the SEBI (Share Based Employee Benefits) Regulations, 2014. In accordance with the applicable provisions of the said Regulations, the details of stock options as on March 31, 2025, are provided in Annexure A to this Report.

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

i. Composition:

The Board of Directors consists of Six (6) Directors comprising of one (1) Executive Director, One (1) Non- Executive and Four (4) Independent Directors as on March 31, 2025. The composition of the Board is in conformity with the Companies Act, 2013 and Listing Regulations enjoining specified combination of Executive and Non-Executive Directors.

In the opinion of the Board, all the Independent Directors possess requisite qualifications, experience, expertise and hold high standards of integrity for the purpose of Rule 8(5)(iii)(a) of the Companies (Accounts) Rules, 2014.

ii. Appointments:

a) a) The Board at its meeting held on November 13, 2024, based on the recommendation of Nomination and Remuneration Committee approved the Appointment of Mr. Ajit Kumar Jain (DIN: 02011292) as Non-Executive - Independent Director of the Company, w.e.f. November 13, 2024 for a tenure of 5 years which was approved by shareholders in the EGM dated February 13, 2025.

b) The Board at its meeting held on December 04, 2024, based on the recommendation of the Nomination and Remuneration Committee approved the Appointment of Ms. Nidhi Baldwa, (PAN: BBRPB3499K) as Company Secretary (Key Managerial Personnel) & Compliance Officer of the Company w.e.f. December 04, 2024.

c) The Board at its meeting held on February 14, 2025, based on the recommendation of Nomination and Remuneration Committee approved the Appointment of Mr. Shiv Bose (PAN: AMEPB1843J) as a CEO of the Company w.e.f. February 20, 2025.

iii. Resignations:

a) Mr. Sameer Desai (PAN: AMLPD4405H) has resigned from the post of Company Secretary & Compliance Officer of the Company w.e.f. September 03, 2024.

b) Mr. Aakash Bhatia (PAN: AWYPB6064H) has resigned from the post of Chief Executive Officer of the Company w.e.f. December 01, 2024.

c) Mr. Shiv Bose (PAN: AMEPB1843J) has resigned from the post of Chief Executive Officer of the Company w.e.f. June 25, 2025.

KEY MANAGERIAL PERSONNEL:

The following persons were the Key Managerial Personnel of the Company in accordance with the provisions of Section 2(51) read with Section 203 of the Act:

Sr. No.	Name of the person	Designation
1.	Mr. Vinod Kumar Tripathi	Chairman and Executive Director
2.	Mr. Vikram Doshi	Chief Financial Officer
3.	Ms. Nidhi Baldwa	Company Secretary & Compliance Officer (w.e.f. December 04, 2024)

DECLARATION BY INDEPENDENT DIRECTORS:

All the Independent Directors of the Company have given declarations that they meet the criteria of Independence as laid down under Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of The SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015 (Listing Regulations). In the opinion of the Board, the Independent Directors, fulfill the conditions of independence specified in Section 149(6) of the Act and Regulation 16(1) (b) of the Listing Regulations.

All Independent Directors have affirmed compliance to the code of conduct for independent directors as prescribed in Schedule IV to the Companies Act, 2013.

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS:

The Board of Directors of your Company met 11 (Eleven) times during the Year on April 25, 2024, May 29, 2024, July 31, 2024, September 16, 2024, November 13, 2024, December 04, 2024, December 19, 2024, January 14, 2025, February 14, 2025, March 05, 2025 and March 24, 2025 and the gap between two meetings was in compliance with the provisions of the Companies Act, 2013 and SEBI Listing Regulations.

The necessary quorum was present for all the meetings.

COMMITTEES OF THE BOARD:

The Board has following Committees:

1. Audit Committee;

2. Nomination & Remuneration Committee;

3. Stakeholders Relationship Committee;

4. Corporate Social Responsibility Committee

The Composition of various committees and compliances, as per the applicable provisions of the Companies Act, 2013 and the Rules thereunder and SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 is mentioned in the Corporate Governance Report.

INDEPENDENT DIRECTORS MEETING:

As stipulated by the Code of Independent Directors under Schedule IV of the Companies Act, 2013 and The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Independent Directors of the Company shall hold at least one meeting in a year without the presence of Non-Independent Directors and members of the management. All the independent Directors shall strive to be present at such meeting.

The independent Directors in their meeting shall, inter alia:

a) review the performance of non-independent Directors and the Board of Directors as a whole;

b) review the performance of the chairperson of the listed entity, taking into account the views of executive Directors and non-executive Directors;

c) assess the quality, quantity and timeliness of flow of information between the management of the listed entity and the Board of Directors that is necessary for the Board of Directors to effectively and reasonably perform their duties.

Independent Directors met 1 (one) time during the year on November 13, 2024 and the meeting was attended by all the Independent Directors.

None of the Non-Executive Independent Directors hold Equity Shares of the Company in their own name.

PERFORMANCE EVALUATION:

Pursuant to the provisions of the Companies Act, 2013 and SEBI Listing Regulations, the Company has implemented a system of evaluating performance of the Board of Directors and of its Committees and individual Directors on the basis of evaluation criteria suggested by the Nomination and Remuneration Committee and the SEBI Listing Regulations. Accordingly, the Board has carried out an evaluation of its performance after taking into consideration various performance related aspects of the Boards functioning, composition of the Board and its Committees, culture, execution and performance of specific duties, remuneration, obligations and governance. The performance evaluation of the Board as a whole, Chairperson and Non-Independent Directors was also carried out by the Independent Directors in their meeting held on August 26, 2025.

Similarly, the performance of various committees, individual Independent and Non-Independent Directors was evaluated by the entire Board of Directors (excluding the Director being evaluated) on various parameters like engagement, analysis, decision making, communication and interest of stakeholders.

The Board of Directors expressed its satisfaction with the performance of the Board, its committees and individual Directors.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

During the year under review, the Company has not given any loans, or made investments or provided guarantees or securities, hence the provisions of Section 186 of the Companies Act, 2013 were not attracted during the financial year.

ANNUAL RETURN:

Pursuant to Section 92(3) and Section 134(3)(a) of the Companies Act, 2013, the company has placed a copy of the Annual Return as at March 31, 2025 on the website of the company at https://www.ehrlindia.in/ehrlindia.in/ investor-relations.html

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 134 of the Act, with respect to Directors responsibility statement it is hereby confirmed that:

i. In the preparation of the Annual Accounts for the financial year ended March 31, 2025, the applicable accounting standards have been followed along with proper explanation relating to material departures;

ii. The Board has selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2025 and the loss of the Company for the year ended on that date;

iii. The Directors have taken proper and sufficient 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 preventing and detecting fraud and other irregularities;

iv. The annual accounts have been prepared on a going concern basis;

v. The Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and.

vi. 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.

PUBLIC DEPOSITS

Your Company has not accepted any deposits from the public within the meaning the meaning of Chapter V of the Act and as such, no amount of principal or interest was outstanding as on the balance sheet date.

CORPORATE SOCIAL RESPONSIBILITY (CSR):

During the year under review, the provisions of Section 135 of the Companies Act, 2013, read with the applicable rules relating to Corporate Social Responsibility (CSR), were not applicable to the Company for the Financial Year 2024-2025, as the prescribed thresholds were not met.

RELATED PARTY TRANSACTIONS:

Your Company has formulated a policy on related party transactions. This policy deals with the review and approval of related party transactions. The Board of Directors of the Company has approved the criteria for making the omnibus approval by the Audit Committee within the overall framework of the policy on related party transactions.

Prior omnibus approval is obtained for related party transactions which are of repetitive nature and entered in the ordinary course of business and on an arms length basis. All related party transactions are placed before the Audit Committee for review and approval.

During the year under review, your Company has entered into material related party transactions i.e. transactions exceeding 10% of annual consolidated turnover / 10% of turnover of the Company as per the last audited financial statements of the Company as per SEBI LODR Regulations / Companies Act, 2013. Particulars of contracts of arrangements with Related Parties referred to in Sub-Section (1) of Section 188 read with Rule 8(2) of the (Companies Accounts) Rules, 2014 read with Section 134(3)(h) are applicable to the Company, and are attached in Form AOC - 2 as per Annexure B.

The policy on Related Party Transactions as approved by the Board of Directors is available on the website of the Company viz. https://www.ehrlindia.in/ehrlindia.in/ investor-relations.html

Pursuant to the SEBI Listing Regulations, the resolution seeking approval of the Members on material related party transactions forms part of the Notice of the ensuing AGM.

AUDITORS:

a. Statutory Auditor

M/s. Girish L. Sethia, Chartered Accountant, Mumbai (ICAI Registration No. 044607) were appointed as the Statutory Auditors of the Company at the 36 th Annual General Meeting (AGM) held in 2023 until the conclusion of 38 th Annual General Meeting to be held in 2025 for the period of two years.

The Report given by M/s. Girish L. Sethia, Chartered Accountant, on the financial statements of the Company for the financial year 2024-2025 is a part of the Annual Report. There has been no qualification, reservation or adverse remark or disclaimer in their Report.

The company proposes to appoint M/s. Girish L. Sethia (ICAI Registration No. 044607), Chartered Accountants, as Statutory Auditors for a period of two (2) years commencing from the conclusion of the 38 th Annual General Meeting till the conclusion of the 40 th Annual General Meeting. M/s. Girish Sethia, have consented to the said appointment, and confirmed that their appointment, if made, would be within the limits mentioned under Section 141(3)(g) of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014. Further, they have confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India (ICAI). The Audit Committee and the Board of Directors recommend the appointment of M/s. Girish Sethia, Chartered Accountants as Statutory Auditors of the company from the conclusion of the 38 th Annual General Meeting till the conclusion of the 40 th Annual General Meeting.

b. Internal Auditor

Pursuant to the provisions of Section 138 of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014. The Internal Audit was carried out by Ms. Banshi Jain and Associates, for the financial year 2024-25.

c. Secretarial Auditor

The Secretarial Audit was carried out by M/s. Kamal Lahoty & Co., Company Secretaries for the Financial Year 2024-2025. The Report given by the Secretarial Auditors is annexed as Annexure C to this Report. The report does not contain any qualification, reservation and adverse remark or declaimer.

The Board of Directors has, on the recommendation of the Audit Committee, appointed M/s. Kamal Lahoty & Co., Company Secretaries, as the Secretarial Auditor of the Company for the term of two years to hold office from April 1, 2025, till March 31, 2027 (i.e. FY25 till FY27). As required under Regulation 24A of the SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015, the appointment of a Secretarial Auditor needs to be approved by the Members of the Company. Accordingly, resolution seeking Members approval for the aforesaid appointment is included in the Notice convening the 38 th Annual General Meeting.

d. Cost Audit and Cost Records:

Pursuant to the provisions of Section 148 of the Companies Act, 2013 read with Rules made thereunder, Cost Audit and maintenance of Cost records and audit is not applicable to the Company for the financial year 2024- 2025.

CODE OF CONDUCT:

Your Company is committed to conducting its business in accordance with the applicable laws, rules and regulations and highest standards of business ethics. In recognition thereof, the Board of Directors has implemented a Code of Conduct for adherence by the Directors, Senior Management Personnel and Employees of the Company. This will help in dealing with ethical issues and also foster a culture of accountability and integrity.

All the Board Members and Senior Management Personnel have confirmed compliance with the Code.

PARTICULARS OF EMPLOYEES:

Pursuant to the provisions of Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company shall, as and when applicable, disclose in its Boards Report the requisite particulars relating to the remuneration of directors and employees, along with other relevant information as prescribed under the said provisions.

The Company further affirms that all su ch disclosures shall be made in accordance with the applicable statutory requirements and shall be provided to the concerned regulatory authorities or stakeholders, as and when required.

As per Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the details relating to the remuneration of specified employees have been prepared in accordance with the applicable provisions. In line with Section 136 of the Act, this statement is available for inspection by any Member at the Corporate Office of the Company. Members interested in accessing this information may write to the Company Secretary.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The scope and authority of the Internal Audit function is defined by the Audit Committee. To maintain its objectivity and independence, the Internal Audit function reports to the Chairperson of the Audit Committee & to the Chairperson of the Board.

The Internal Auditor monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies of the Company.

Based on the report of internal audit function, the Company undertakes corrective action in their respective areas and thereby strengthens the controls. Significant audit observations and recommendations along with corrective actions thereon are presented to the Audit Committee of the Board.

RISK MANAGEMENT:

Your Company recognizes that risk is an integral part of business and is committed to managing the risks in a proactive and efficient manner; your Company periodically assesses risks in the internal and external environment, along with the cost of treating risks and incorporates risk treatment plans in the strategy, business and operational plans.

Your Company has in place a Risk Management Policy:

a) to ensure that all the current and future material risk exposures of the Company are identified, assessed, quantified, appropriately mitigated, minimized and managed i.e. to ensure adequate systems for risk management.

b) to establish a framework for the Companys risk management process and to ensure its.

c) implementation.

d) to enable compliance with appropriate regulations, wherever applicable, through the adoption of best practices.

e) to assure business growth with financial stability.

There are no risks which threaten the existence of the Company.

VIGIL MECHANISM/WHISTLE BLOWER POLICY:

Your Company has adopted a Whistle Blower Policy to provide a formal mechanism to the Directors and Employees to report their concerns about unethical behavior actual or suspected fraud or violation of the Companys Code of Conduct or Ethics Policy. The policy provides for adequate safeguards against victimization of employees who avail of the mechanism and also provides for direct access to the Chairperson of the Audit Committee. It is affirmed that no personnel of the Company have been denied access to the Audit Committee.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

During the year under review, as per Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act i.e. POSH Act your company did not require to adopt the policy till FY 2023-24. Since during the FY 2024-25 the employees numbers are being increased and crossed threshold limit prescribed under the POSH Act and it is mandatory to adopt the POSH policy and the Company has constituted Internal Complaints Committees (ICs), at all relevant locations across India to consider and resolve the complaints related to sexual harassment. The ICs includes external members with relevant experience. The ICs, presided by senior women, conduct the investigations and make decisions at the respective locations. Your Company has zero tolerance on sexual harassment at the workplace. The ICs also work extensively on creating awareness on relevance of sexual harassment issues. The employees are required to undergo mandatory training/certification on POSH to sensitise themselves and strengthen their awareness.

During the year under review your Company received the one (1) compliant under POSH, which was resolved during the Month of April 2025.

All new employees go through a detailed personal orientation on POSH policy adopted by your Company.

MATERNITY BENEFIT ACT, 1961:

The Company ensures that all eligible women employees are provided with maternity benefits in accordance with the Act, including but not limited to paid maternity leave, nursing breaks, and protection from dismissal during maternity leave.

DETAILS OF FRAUD REPORT BY AUDITOR:

During the year under review, there were no frauds reported by the auditors to the audit committee or the Board under section 143(12) of the Act.

PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO:

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo pursuant to Section 134(3)(m) of the Companies Act, 2013, read with the Rule 8(3) of the Companies (Accounts) Rules, 2014 is given as under:

A. Conservation of Energy - Not Applicable

i. the steps taken or impact on conservation of energy: Not Applicable.

ii. the steps taken by the company for utilising alternate sources of energy: NIL

iii. the capital investment on energy conservation equipments: NIL

B. TECHNOLOGY ABSORPTION - NOT APPLICABLE

Technology absorption, adaptation and innovation: NOT APPLICABLE

i. the efforts made towards technology absorption;

ii. the benefits derived like product improvement, cost reduction, product development or import substitution;

iii. in case of imported technology (imported during the last three years reckoned from the beginning of the financial year):

a) the details of technology imported;

b) the year of import;

c) whether the technology been fully absorbed;

d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof; and

iv. the expenditure incurred on Research and Development.

C. Foreign Exchange Earnings and outgo:

During the year under review, there were no Foreign Exchange earnings/outgoings.

ENVIRONMENT AND SAFETY:

The Company is aware of the importance of environmentally clean and safe operations. The Companys policy requires conduct of operations in such a manner, so as to ensure safety of all concerned, compliances, environmental regulations and preservation of natural resources.

Our Company avoids any activities that harm the environment and looks for ways to reduce carbon effect and any negative impact on its operations may have on the ecosystem. The Company controls energy and water consumption and takes steps to reduce its carbon emissions and offset the same with various means.

DEPOSITORY SERVICES:

The Companys Equity Shares have been admitted to the depository mechanism of the National Securities Depository Limited (NSDL) and also the Central Depository Services (India) Limited (CDSL). As a result the investors have an option to hold the shares of the Company in a dematerialized form in either of the two Depositories. The Company has been allotted ISIN INE638N01012.

Shareholders therefore are requested to take full benefit of the same and lodge their holdings with Depository Participants [DPs] with whom they have their Demat Accounts for getting their holdings in electronic form.

THE DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE:

There are no significant/material orders passed by the Regulators or courts or Tribunals impacting the going concern status of your Company and its operations in future.

MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:

There were no material changes or commitments affecting the financial position of the company that occurred between the end of the financial year to which this financial statement relates and the date of this report.

CORPORATE GOVERNANCE REPORT:

The Corporate Governance Report relating to the year under review is presented in a separate section, forming part of the Annual Report.

BUSINESS RESPONSIBILITY REPORTING:

The Business Responsibility Reporting as required by Regulation 34(2) of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, is not applicable to the Company for the financial year ending March 31, 2025.

DECLARATION BY INDEPENDENT DIRECTORS

The Independent directors have submitted their declaration of independence, as required under section 149(7) of the Act stating that they meet the criteria of independence as provided in section 149 (6) of the Act. The independent Directors have also confirmed compliance with the provisions of the rule 6 of Companies (Appointment and Qualifications of Directors) Rules, 2014, as amended, relating to inclusion of their name in the databank of independent directors.

The Board took on record the declaration and confirmation submitted by the independent directors regarding their meeting the prescribed criteria of independence.

MANAGEMENTS DISCUSSION AND ANALYSIS REPORT:

The Managements Discussion and Analysis Report for the Year under review, as stipulated under SEBI Listing Regulations, is annexed to this report.

LISTING:

The Companys shares are listed on BSE Limited, Mumbai. The Company has paid Listing fees for the Financial Year 2025-2026.

COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD AND ANNUAL GENERAL MEETINGS:

The Company has complied with secretarial standards issued by the Institute of Company Secretaries of India on Board Meetings and Annual General Meetings.

THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR ALONGWITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR.

During the year under review, no such application or proceeding has been initiated or pending against the Company.

THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF.

No such transaction is done by the Company during the year under review.

ACKNOWLEDGMENT:

Your Directors wish to convey their appreciation to the Companys shareholders, customers, suppliers, bankers and distributors for the support they have given to the Company and the confidence, which they have reposed in its management and the employees for the commitment and dedication shown by them.

For and on behalf of the Board of Directors
ECO HOTELS AND RESORTS LIMITED
Sd/-
Vinod Kumar Tripathi
Executive Chairman
DIN: 00798632
Date: August 26, 2025.
Registered Office:
67/6446, Basin Road, Cochin, Ernakulam, Ernakulam High Court, Kerala - 682031, India