Nicco Parks & Resorts Ltd Directors Report

For the Financial Year Ended 31st March 2026

Dear Members,

The Board of Directors of Nicco Parks & Resorts Limited is pleased to present the Directors Report and the Audited Financial Statements of the Company for the financial year ended 31st March 2026. This report provides an overview of the Companys operations, financial performance and key developments during the year.

Standalone & Consolidated Financial Results

(Rs in Lakhs)

PARTICULARS	Year ended 31.03.2026	Year ended 31.03.2025	Year ended 31.03.2026	Year ended 31.03.2025
	(Standalone)	(Standalone)	(Consolidated)	(Consolidated)
Revenue from Operations	6635	7502	6635	7502
Add: Other Income	453	464	453	464
Total Income	7088	7966	7088	7966
Profit/Loss before Share of Profit of Associates, Exceptional Items &	1217	2391	1217	2391
Tax
Add: Share of Profit of Associates	-	-	215	430
Profit/Loss before Exceptional items & Tax	1217	2391	1432	2821
Add: Exceptional items	1541**	81	(1410)**	81
Profit/Loss before Tax	2758	2472	22	2902
Tax Expenses/ (Credit)
Less: Deferred Tax	787	597	295	659
Profit/Loss for the Year	1971	1875	(273)**	2243
Add: Balance of Retained Earnings Brought Forward from Previous Year	7406	6147	9368	7741
Less: Other Comprehensive Income (OCI)	(9)	8	(10)	8
Net Surplus (Before Appropriations)	9386	8014	9105	9976
Appropriations:
Less: Transfer to General Reserve	-	-	-	-
Less: Payment of Interim Dividends	655	608	655	608
Less: Payment of Final Dividend *	-	-	-	-
Add: Transfer to Retained Earnings	-	-	317	-
Balance of Retained Earnings	8731	7406	8767	9368

* The Board of Directors has recommended a final dividend of 25% (i.e., Rs 0.25 per equity share of face value Rs 1 each) on the Companys paid-up equity share capital for the financial year ended March 31, 2026. The proposed dividend, amounting to Rs 117 lakhs, is subject to the approval of the members at the forthcoming 37th Annual General Meeting.

** Exceptional item relates to sale of shares in Nicco Engineering Service Limited (NESL) as part of a buy-back offer that NESL made to its shareholders. The Company had originally acquired the shares in 2010 at Rs. 18.46 (Rupees Eighteen and Paise Forty-Six only) per equity share. In May 2025 NESL issued a buy-back offer for its shares at Rs. 122.07 (Rupees One Hundred Twenty-Two and Paise Seven only) per share. After deliberation at the Board the Company opted to participate in the buy-back and subsequently 14,87,260 (Fourteen lakh Eighty-Seven Thousand Two Hundred and Sixty) equity shares were accepted and bought back by NESL. On a standalone basis this led to a profit of Rs. 1541 Lakhs (Rupees Fifteen Crore and Forty-One Lakhs Only). On a consolidated basis, the investment in the associate was accounted for as per the Equity Method of Accounting. The value of investment, apart from the cost thereof, included the share of profit up to the date of cessation of significant influence, i.e., June 23, 2025, which resulted in a loss of Rs. 273 lakhs (Rupees Two Crore and Seventy-Three Lakhs Only) on a consolidated basis.

The financial year 2025–26 was a challenging period for the Company. Visitor footfalls declined by approximately 17.6% during the year. This situation was further accentuated by a major operational disruption during the year, arising from the repossession of certain land parcels by the Department of Tourism, Government of West Bengal, vide Memo No. 1399-DT dated November 8, 2025. The repossessed area, aggregating approximately 1.46 acres, formed part of the premises utilised for the Food & Beverage (F&B) and Other Recreational Facilities segment, including key venues such as Eastside Pavilion, Royal Courtyard and Westside Pavilion. Consequent to the discontinuation of operations at these locations, the Companys operational footprint and revenue-generating capacity were adversely impacted.

Revenue from operations stood at Rs 6,635 lakh as compared to Rs 7,502 lakh in the previous financial year, reflecting a decline of Rs 867 lakh (11.6%). Total income for the year decreased by 11.0% to Rs 7,088 lakh. The moderation in revenue was primarily driven by lower footfall-linked income from ticketing and rides and was further impacted by the cessation of operations from the repossessed venues. Consequently, revenue from the F&B and Other Recreational Facilities segment declined significantly from Rs 1,190.52 lakh in the previous year to Rs 705.76 lakh during the year under review.

On a standalone basis, the Company reported a Profit Before Tax of Rs 2,758 lakh (as compared to Rs 2,472 lakh in the previous year), which includes exceptional gains aggregating Rs 1,541 lakh recognised during the year. Profit After Tax stood at Rs 1,971 lakh as against Rs 1,875 lakh in the preceding financial year.

At the operating level, i.e., before exceptional items and tax, profitability declined from Rs 2,391 lakh to Rs 1,217 lakh, reflecting the adverse impact of lower volumes and the loss of revenue from event and banquet operations in a business characterised by a largely fixed cost structure. While the Company undertook disciplined cost control measures and achieved an improvement in per capita visitor realisation of approximately 14.6%, the overall decline in volumes constrained the extent of margin recovery.

During the year under review, the Company divested its equity stake in Nicco Engineering Services Limited pursuant to a buyback offer. The shares, originally acquired in 2010 at Rs 18.46 per equity share, were tendered at a price of Rs 122.07 per equity share, resulting in a gain of Rs 1,541 lakh on a standalone basis. However, on a consolidated basis, the said transaction had an adverse impact on profitability. In accordance with Indian Accounting Standards (Ind AS), the investment in the associate had been accounted for under the Equity Method, which incorporates the Companys share of accumulated profits up to the date of cessation of significant influence (June 23, 2025). Consequent to the divestment, the consolidated financial statements required elimination of such accumulated gains and recognition of related carrying value adjustments. As a result, the Company recorded a net exceptional loss of Rs 1,410 lakh at the consolidated level, leading to a consolidated net loss (PAT) of Rs 273 lakh for the year, as compared to a profit of Rs 2,243 lakh in the previous financial year.

The balance sheet, nonetheless, remains sound. Net worth on a standalone basis stood at Rs 10,412 lakh and at Rs 10,460 lakh on a consolidated basis as at March 31, 2026. The Company continues to maintain a debt-free status and a healthy liquidity position, with cash and liquid investments exceeding Rs 6,000 lakh, thereby providing adequate financial capacity to fund ongoing capital expansion and operational requirements without recourse to external borrowings.

In recognition of the Companys underlying financial strength and its commitment to consistent shareholder returns, the Board of Directors declared an interim dividend at 100% (Rs 1.00 per equity share of face value Rs 1 each) during the year, and an aggregate amount of Rs 4.68 crore was disbursed to shareholders towards the said interim dividend in Q1 of the year under review. The Board has further recommended a final dividend at 25% (Rs 0.25 per equity share of face value Rs.1), subject to the approval of the members at the ensuing 37th Annual General Meeting.

Cognisant of the operational challenges during the year, the company has initiated a focused strategic response encompassing demand revival, product innovation, revenue diversification, and cost discipline. On the demand side, the Company has intensified its digital-first marketing campaigns, strengthened social media engagement, and deployed targeted promotional initiatives to improve customer acquisition and footfall conversion. On the product front, a marquee attraction — the ‘SKYLOOP spinning coaster — was successfully commissioned on 8 May 2026, reinforcing the Companys high-thrill ride portfolio and positioning it to attract significant summer footfall during FY 2026–27. Additionally, an all-weather ‘Snow Park — themed on the Northern Lights and envisaged as Eastern Indias first such facility — is under active development and expected to be commissioned in Q3 FY 2026–27, with the objective of mitigating seasonality risk and enabling year-round visitation. Concurrently, the Company continues to place sustained emphasis on expanding non-ticket revenue streams — encompassing F&B, merchandise, premium guest experiences, and the B2B consultancy and ride manufacturing business — with a view to reducing dependence on footfall-linked income, while rigorous rationalisation of operating expenses, energy optimisation, and sustainability-driven efficiency measures remain central to preserving operating margins. While the Company is navigating a transitional phase — shaped by the confluence of footfall moderation, the loss of certain event revenue infrastructure, and the consolidated accounting impact of the divestment — the underlying operational resilience, enduring brand equity, debt-free balance sheet, robust liquidity, and experienced management team provide the Board with confidence that the strategic initiatives now underway will restore growth momentum and deliver sustainable long-term value for all stakeholders.

Dividend & Transfer to Reserves

The Board of Directors of the company at its meeting held on May 14, 2026 recommended a final dividend @ 25% per Equity Share (0.25 paisa on an Equity share of par value of Re. 1 each). The dividends (Interim & Final) for the financial year March 31, 2026, aggregate to 125% per equity share (1.25 paisa on an Equity share of par value of Re. 1). The Final dividend is subject to approval of the Members at the forthcoming Annual General Meeting (AGM) and shall be paid to the eligible Members of the Company within August 1, 2026.

An amount of Rs. 4,68,00,000 was paid as ‘Interim Dividend @ 100% per Equity Share, (Rs.1.00 paisa on an Equity share of par value of Re. 1 each) on 4,68,00,000 equity shares to eligible shareholders. Consequent upon the approval of the members at the forthcoming AGM, an amount of Rs. 117 Lakhs is proposed to be paid towards ‘Final Dividend @ 25% per Equity Share (Rs. 0.25 paisa on an Equity share of par value of Re. 1 each). The Company has already disbursed an interim dividend aggregating to Rs 4,68,00,000 during the year. The Board has further recommended a final dividend of Rs 1,17,00,000, which, upon approval and payment, will result in a total dividend outlay of

Rs 5,85,00,000 for the financial year 2025–2026.

During the year under review no amounts were transferred to Reserves.

Consolidation of Financial Statements

In compliance with Section 129(3) of the Companies Act, 2013, read along with Rule 5 of the Companies (Accounts) Rules, 2014, and IND-AS, we have prepared Consolidated Financial Statements in addition to the Standalone Financial Statements. These Consolidated Financial Statements include our associate company—Nicco Jubilee Park Limited, and form an integral part of this Annual Report. Additionally, a separate statement in Form AOC-1, highlighting the key features of the financial statements of the Associate Company, has been prepared in accordance with Rule 5 of the Companies (Accounts) Rules, 2014, and is included within the Financial Statement section.

Board of Directors

1. Composition of the Board

During the year under review, the composition of the Companys Board of Directors was not fully in conformity with clause 17(1)(b) of the SEBI Listing Regulations, read with Explanation (ii) thereunder, owing to the absence of the requisite number of Independent Directors during the periods (i) from 1st April 2025 to 26th May 2025 and also from 27th January, 2026 onwards and (ii) Regulation 26A of the listing Regulations owing to the absence of the required number of Executive Director from 12th November, 2025 to 26th January, 2026. Except for these temporary non-conformities, the Company has complied with the provisions of the Companies Act, 2013, the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, and the Articles of Association of the Company.

As on March 31, 2026, the Board comprised seven Directors, of whom six were Non-Executive Directors and one was an Executive Director. The Chairperson of the Board represents the Government of West Bengal, Department of Tourism, and is joined by two nominee Directors from the West Bengal Industrial Development Corporation Ltd. (WBIDC) and the West Bengal Tourism Development Corporation Ltd. (WBTDCL). The Managing Director & CEO serves as the sole Executive Director. The Board also included three Independent Directors, one of whom is a woman Independent Director, thereby reinforcing the principles of diversity and governance.

The Board is well-structured, bringing together a broad spectrum of expertise, knowledge, and experience in areas such as business, industry, finance, law, and administration, ensuring alignment with the Companys strategic direction and operational needs.

The details of the attendance of the directors in the meetings held during the Financial year 2025-2026 are mentioned hereinbelow:-

	MEETINGS OF THE BOARD OF DIRECTORS
No NAMES OF DIRECTORS	27.05.2025	05.08.2025	12.08.2025	12.11.2025	27.01.2026	09.02.2026
1. Ms. Nandini Chakravorty, IAS1	N	Y	N	Y	N	NA
2. Mr. Barun Kumar Ray, IAS1	NA	NA	NA	NA	NA	Y
3. Ms. Vandana Yadav, IAS	Y	Y	Y	Y	Y	Y
4. Mr. Shashank Sethi, IAS2	N	NA	NA	NA	NA	NA
5. Mr. Abhishek Kumar Tiwary, IAS2	NA	NA	NA	Y	Y	Y
6. Ms. Nayantara Palchoudhuri	Y	Y	Y	Y	Y	Y
7. Mr. Dipankar Chatterji	Y	Y	Y	Y	Y	Y
8. Mr. Vijay Dewan	Y	Y	Y	Y	N	Y
9. Mr. Rajesh Raisinghani3	Y	N	N	NA	NA	NA
10. Mr. Rahul Mitra3	NA	NA	NA	NA	NA	Y

[Y=Attended, N=Absent, NA=Not Applicable]

Notes:

1. The Company received a fresh nomination for Mr. Barun Kumar Ray, IAS, from Department of Tourism, Government of West Bengal through Letter No: 163-TM-15013(99)/9/2022, dated 5th February, 2026. Mr. Ray, IAS, was appointed as a Nominee Director of the Department of Tourism, Government of West Bengal, replacing the outgoing Nominee Director, Ms. Nandini Chakravorty, IAS. His appointment as a Nominee Director on the Board became effective on February 9, 2026 and subsequently his appointment was approved by the Shareholders through postal ballot on 17th April, 2026.

2. The Company received a communication from the West Bengal Tourism Development Corporation Ltd. (WBTDCL), vide letter No. 219/ WBTDCL dated May 22, 2025, regarding a change in nomination for the position of Director Tourism and Managing Director, West Bengal Tourism Development Corporation Ltd. (WBTDCL). The letter stated that, Mr. Shashank Sethi IAS, who previously held the position, was replaced by Mr. Abhishek Kumar Tiwary, IAS. Mr. Tiwary was appointed as Director Tourism and Managing Director, WBTDCL, and his appointment as a Director on the Board of the Company became effective from November 10, 2025. Subsequently, his appointment was duly approved by the shareholders through postal ballot on 30th January, 2026. However, the nominating institution withdrew Mr. Sethis nomination. As a result, he ceased to be a Nominee Director with effect from May 27, 2025.

3. Mr. Rajesh Raisinghani ceased to hold office as Managing Director & CEO of the Company upon opting for voluntary retirement on health grounds with effect from August 12, 2025. Subsequently, the Board of Directors appointed Mr. Rahul Mitra as Managing Director & CEO of the Company with effect from January 27, 2026. Consequent to his appointment, Mr. Mitra relinquished his office as Company Secretary & Compliance Officer with effect from the same date. His appointment as Managing Director & CEO was thereafter approved by the members through postal ballot on April 17, 2026. Mr. Mitra also stepped down as the Nodal Officer with effect from April 27, 2026. The Board appointed Mr. Ankit Kumar Bhardwaj who possesses the requisite qualification and experiences as Company Secretary & Compliance Officer with effect from April 27, 2026, and also designated him as the Nodal Officer of the Company.

Meetings

Six meetings of the Board of Directors were held during the financial year ended 31st March, 2026. These were held on:

(i) 27.05.2025

(ii) 05.08.2025

(iii) 12.08.2025

(iv) 12.11.2025

(v) 27.01.2026 &

(vi) 09.02.2026 respectively.

2. Committees of the Board

As of March 31, 2026, the Board had five committees: The Audit Committee, the Corporate Social Responsibility Committee, the Nomination and Remuneration Committee, the Stakeholders Relationship Committee and the Interim Committee. The majority of these committees are composed entirely of Independent Directors. Throughout the year, all recommendations made by these committees were approved by the Board. A complete list of Committee members is available on our companys website at https://niccoparks.com

The details of the attendance of the directors in the Committee meetings held during the Financial year 2025-26 are mentioned hereinbelow: -

NAMES OF DIRECTORS

AC*1

NRC*2

CSR*3

SRC*4

IC5

TCWG6

Held

Attended

Held

Attended

Held

Attended

Held

Attended

Held

Attended

Held

Attended

1. Mr. Dipankar Chatterji

6

6

6

6

1

1

1

1

NA

NA

NA

NA

2. Ms. Nayantara Palchoudhuri

6

3

6

6

1

1

1

1

5

5

NA

NA

3. Mr. Vijay Dewan

6

5

6

5

1

1

1

1

NA

NA

NA

NA

4. Mr. Rajesh Raisinghani

2

2

NA

NA

NA

NA

NA

NA

NA

NA

NA

NA

5. Mr. Rahul Mitra

NA

NA

NA

NA

NA

NA

NA

NA

5

5

NA

NA

[Y=Attended, N=Absent, NA= Not a Member]

[AC*¹ = Audit Committee, NRC*² = Nomination & Remuneration Committee, CSR*³ = Corporate Social Responsibility Committee, SRC*⁴ = Stakeholders Relationship Committee, IC⁵ = Interim Committee, TCWG⁶ = Those Charged with Governance]

Notes:

1. Ms. Nayantara Palchoudhuri, was co-opted as a Member of the Audit Committee with effect from August 12, 2025.

2. Mr. Vijay Dewan was co-opted as a Member of the Nomination & Remuneration Committee and assumed the Chairmanship of the Audit Committee, Stakeholders Relationship Committee and Corporate Social Responsibility Committee with effect from May 3, 2025.

3. Mr. Rajesh Raisinghani opted for voluntary retirement on August 12, 2025. He also demitted office as Member of the Audit Committee from the same date.

4. Ms. Nandini Chakravorty, IAS, Mr. Barun Kumar Ray, IAS, Ms. Vandana Yadav, IAS, Mr. Shashank Sethi, IAS, and Mr. Abhishek Kumar Tiwary, IAS, are/were not on any of the Committees of the Board.

5. Consequent to the early retirement of Mr. Rajesh Raisinghani on health grounds, and in the absence of an Executive Director to oversee the day-to-day operations of the Company, the Board of Directors constituted an Interim Committee on August 12, 2025. The Committee comprised Ms. Nayantara Palchoudhuri, Independent Director; Ms. Subhra Das Mukherjee, Vice President & Chief Financial Officer; and Mr. Rahul Mitra, Executive President – Company Secretary & Compliance Officer.

The Committee was entrusted with the responsibility of overseeing and managing such matters as may be delegated to it by the Board, pending the appointment of a Managing Director & CEO or until further directions of the Board, whichever occurred earlier.

Subsequent to the appointment of Mr. Rahul Mitra as Managing Director & CEO, the Interim Committee was accordingly dissolved with effect from January 27, 2026.

DIRECTORS RESPONSIBILITY STATEMENT

Your Directors wish to inform that the Audited Accounts containing Financial Statements for the financial year ended March 31, 2026 are in full conformity with the requirements of the Companies Act, 2013. They believe that the Financial Statements reflect fairly, the form and substance of transactions carried out during the year and reasonably present Companys financial condition and results of operations.

Your Directors further confirm that—

(a) in the preparation of the annual accounts, the applicable accounting standards had 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 as at 31.03.2026 and of the Profit of the company for the year ended on that date;

(c) 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;

(d) the directors have prepared the annual accounts on a going concern basis; and

(e) the directors, have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

(f) the directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Human Resources

The Company recognises human capital as a key enabler of its long-term sustainability and operational effectiveness. The Human Resources function during the year under review remained focused on ensuring the availability of a competent, well-trained, and engaged workforce aligned to the Companys strategic priorities.

Key initiatives during the year were directed towards strengthening operational readiness through structured training programmes, with particular emphasis on safety, technical competencies, and service quality standards relevant to the amusement and leisure industry. Parallel efforts were undertaken to enhance employee engagement and promote a balanced and supportive work environment, contributing to overall organisational stability.

Employee relations continued to remain cordial throughout the year, with a strong foundation of mutual trust and cooperation, which supported uninterrupted operations and business continuity.

As at March 31, 2026, the Companys total employee strength stood at 223, including 124 unionised employees, reflecting an appropriate mix of operational and support personnel.

The Company remains committed to building organisational capability through continuous skill development, effective talent management practices, and initiatives aimed at attracting and retaining competent personnel necessary to support its growth trajectory.

Nomination & Remuneration policy

In accordance with the provisions of Section 178 of the Companies Act, 2013 and Regulation 19(4) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has in place a duly approved Nomination and Remuneration Policy governing the appointment, evaluation and remuneration of Directors, Key Managerial Personnel and senior management personnel.

The Nomination and Remuneration Committee ("NRC") plays a pivotal role in this framework and is responsible for identifying and recommending suitable candidates for appointment to the Board and senior management positions. In discharging its responsibilities, the NRC adopts a structured and merit-based selection process and, wherever necessary, engages reputed external search firms and professional recruitment agencies to facilitate the identification and selection of high-calibre talent with relevant expertise and experience.

The Company, under the guidance of the NRC and the Board, also works closely with established talent search agencies for recruitment of experienced and technically competent professionals to meet organisational requirements and fill critical vacancies.

The remuneration framework is designed to ensure fairness, competitiveness and alignment with individual performance, industry benchmarks and the long-term interests of stakeholders.

The detailed Nomination and Remuneration Policy is available on the Companys website and can be accessed at https://www.niccoparks. com/wp-content/uploads/formidable/42/Nomination-Remuneration-Committee.pdf.

Risk Management & Mitigation

The Company has established a structured approach to risk governance, recognising the importance of proactively managing uncertainties inherent in its business operations. A formal Risk Management Framework is in place to facilitate the identification, evaluation and mitigation of key risks across operational, financial and strategic domains.

This framework is supported by defined processes and reporting mechanisms that enable timely escalation and review of significant risks. The Board is kept apprised of material risk exposures and the mitigation measures adopted, thereby ensuring informed decision-making.

The effectiveness of the risk management processes is reviewed periodically by the Board in conjunction with senior management, with necessary refinements introduced to address emerging risk factors and changing business conditions. Continuous monitoring systems have been embedded within the operational structure to ensure early identification and prompt response to potential risks.

The Audit Committee provides oversight of the risk management function and, together with the Board, ensures that appropriate controls and safeguards are maintained to protect the Companys interests and sustain long-term stability.

Related Party Transaction

The Company has established appropriate procedures for the review and approval of Related Party Transactions in compliance with the Companies Act, 2013 and SEBI (LODR) Regulations, 2015.

During the year, all such transactions were undertaken in the ordinary course of business and on an arms length basis, and were approved by the Audit Committee. None of the transactions were material in nature or required approval under Section 188 of the Act or Regulation 23 of SEBI (LODR).

Accordingly, disclosure in Form AOC-2 is not applicable. Relevant disclosures in accordance with Ind AS 24 are included in the Financial Statements.

The updated Related Party Transaction policy can be accessed on the Companys website at https://www.niccoparks.com/wp-content/ uploads/formidable/42/POLICY-FOR-RELATED-PARTY-TRANSACTIONS.pdf.

Declaration by Independent Directors

Mr. Dipankar Chatterji (DIN: 00031256), Mr. Vijay Dewan (DIN: 00051164) and Ms. Nayantara Palchoudhuri (DIN: 00581440), Independent Directors of the Company, have submitted the requisite declarations confirming their independence in terms of Section 149(6) of the Companies Act, 2013, read with the applicable Rules thereunder, and Regulations 16(1)(b) and 25(8) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Based on these declarations, the Board has taken the same on record and is of the opinion that the aforesaid Directors meet the prescribed criteria of independence and are independent of the management.

DIRECTORS

Changes During the Year - Appointment/Re-Appointment/Cessation

Ms. Vandana Yadav, IAS (DIN: 02202329), Non-Executive Director, is liable to retire by rotation at the ensuing Annual General Meeting of the Company and is eligible, for re-appointment. In compliance with Regulation 36(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the Secretarial Standard on General Meetings (SS 2) issued by the Institute of Company Secretaries of India (ICSI), the requisite disclosures relating to Ms. Yadav have been provided in Annexure-A to the Notice convening the 37th Annual General Meeting of the Company.

Further, the Company received a communication from the West Bengal Tourism Development Corporation Ltd. (WBTDCL), vide letter No. 219/ WBTDCL dated May 22, 2025, intimating the nomination of Mr. Abhishek Kumar Tiwary, IAS, Managing Director, WBTDCL, as its Nominee on the Board of Directors of the Company in place of the outgoing Nominee Director, Mr. Shashank Sethi, IAS. Pursuant to the recommendation of the Nomination and Remuneration Committee, Mr. Tiwary was appointed to the Board as Nominee Director of WBTDCL with effect from November 10, 2025. His appointment was subsequently approved by the shareholders through postal ballot on January 30, 2026.

During the year under review, the Company also received a fresh nomination for Mr. Barun Kumar Ray, IAS, from the Department of Tourism, Government of West Bengal, vide Letter No. 163-TM-15013(99)/9/2022 dated February 5, 2026. Mr. Ray was appointed as the Nominee Director of the Department of Tourism, Government of West Bengal, in place of the outgoing Nominee Director, Ms. Nandini Chakravorty, IAS, with effect from February 9, 2026. His appointment was thereafter approved by the shareholders through postal ballot on April 17, 2026.

Mr. Rajesh Raisinghani ceased to hold office as Managing Director & CEO of the Company upon his voluntary retirement on health grounds, with effect from August 12, 2025. Subsequently, the Board of Directors appointed Mr. Rahul Mitra as Managing Director & CEO with effect from January 27, 2026. Consequent upon his appointment, Mr. Mitra relinquished his position as Company Secretary & Compliance Officer with effect from the same date. His appointment as Managing Director & CEO was duly approved by the members through postal ballot on April 17, 2026. Mr. Mitra further stepped down as the Nodal Officer with effect from April 27, 2026.

The Board places on record its deep appreciation and sincere gratitude for the valuable guidance, contribution, and commitment rendered by Ms. Nandini Chakravorty, IAS, Mr. Shashank Sethi, IAS, and Mr. Rajesh Raisinghani during their respective tenures as Directors of the Company. Their stewardship has been instrumental in strengthening the Companys governance framework, driving strategic initiatives, and contributing to its overall growth and development.

Postal Ballot

In accordance with the provisions of the Companies Act, 2013, read with the applicable Rules thereunder and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the appointment or re-appointment of a Director by the Board in a listed company is required to be approved by the members either at the ensuing Annual General Meeting or within the prescribed statutory timeline from the date of such appointment, whichever is earlier.

To ensure adherence to these requirements and to enable broader shareholder participation, the Company, during the year under review, obtained the approval of its members through the postal ballot route. In compliance with Sections 108 and 110 of the Companies Act, 2013 and the relevant Rules made thereunder, the Company extended the facility of electronic voting (e-voting) to all members, thereby providing a transparent and convenient mechanism for exercising their voting rights.

During the year under review, the Company sought approval of its members through postal ballot in accordance with the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

1. Postal Ballot dated November 12, 2025

Pursuant to the notice dated November 12, 2025 and based on the recommendations of the Nomination and Remuneration Committee, the members approved (i) the appointment of Mr. Abhishek Kumar Tiwary, IAS (DIN: 11250469) as Nominee Director, and (ii) the reappointment of Mr. Vijay Dewan (DIN: 00051164) as an Independent Director for a further term, in compliance with Section 149 of the Companies Act, 2013 and Regulation 17 of SEBI (LODR). The said resolutions were approved on January 30, 2026.

2. Postal Ballot dated February 9, 2026.

Further, pursuant to the notice dated February 9, 2026, the members approved the appointment of Mr. Barun Kumar Ray, IAS (DIN: 02567863) as Nominee Director of the Government of West Bengal, Department of Tourism, and the appointment of Mr. Rahul Mitra (DIN: 07119881) as Director and Managing Director. These resolutions were approved on April 17, 2026.

The Company has complied with all applicable procedural requirements in respect of the aforesaid postal ballots, including providing e-voting facility and timely submission of results to the Stock Exchanges.

Internal Financial Controls

The Company has established a robust system of internal financial controls commensurate with the nature, size and complexity of its operations, aimed at ensuring the integrity of financial reporting, efficiency of operations, and compliance with applicable laws, regulations and internal policies. The framework is aligned with the requirements of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The internal control framework comprises well-defined policies, procedures and monitoring mechanisms covering key business and financial processes. These controls are designed to provide reasonable assurance regarding the reliability of financial reporting and the orderly conduct of operations.

During the year under review, the adequacy and effectiveness of internal financial controls over financial reporting were evaluated by the management, with the involvement of the Internal Auditors and Statutory Auditors. The Audit Committee provides periodic oversight and reviews the effectiveness of these controls, and appropriate remedial actions, wherever necessary, are undertaken.

Based on such evaluation, no material weaknesses in the design or operating effectiveness of internal financial controls were identified, and the controls were found to be operating effectively.

Accordingly, the Board confirms that the Company has maintained adequate internal financial controls with reference to financial reporting, and that such controls were operating effectively as at March 31, 2026.

INVESTMENTS

Associate Company

Pursuant to the provisions of Section 2(6) of the Companies Act, 2013, an associate company is one over which the Company exercises significant influence. As at March 31, 2026, Nicco Jubilee Park Limited continues to qualify as an associate company of the Company.

Nicco Jubilee Park Limited

The Company holds 49.99% of the paid-up share capital of Nicco Jubilee Park Limited, which is engaged in the development and operation of leisure and amusement park facilities. The investment remains strategically aligned with the Companys core business and enables operational synergies, knowledge sharing, and strengthening of its market presence in the amusement and leisure segment. The Company continues to exercise significant influence over the said entity.

Other Investments

Nicco Engineering Services Limited

Nicco Engineering Services Limited (NESL) issued a Buyback Offer to its shareholders vide its Letter of Offer dated May 8, 2025, at a price of

Rs 122.07 (Rupees One Hundred Twenty-Two and Paise Seven only) per equity share. The Board of Directors of the Company, at its meeting held on May 27, 2025, deliberated upon and approved participation in the said offer.

The Company had originally acquired the shares in 2010 at Rs 18.46 (Rupees Eighteen and paise forty-six only) per equity share. Pursuant to the Buyback, an aggregate of 14,87,260 (Fourteen Lakh Eighty-Seven Thousand Two Hundred Sixty) equity shares were tendered, resulting in a net profit of Rs 15.40 crores and generating a positive cash flow of Rs 18.15 Crore.

Post tendering of the aforesaid shares, the Company continues to hold 4,08,731 (Four lakh eight thousand seven hundred and thirty-one) equity shares, representing 9.16% of the paid-up share capital of NESL.

In view of the reduction in shareholding below the threshold prescribed under Section 2(6) of the Companies Act, 2013, NESL no longer qualifies as an associate company of the Company.

Nandan Park Limited, Bangladesh

The Company holds 7.86% of the paid-up share capital of Nandan Park Limited, Dhaka, which operates an amusement and leisure facility in Bangladesh. This investment is in the nature of a strategic financial investment and does not fall within the definition of an associate company under Section 2(6) of the Companies Act, 2013.

The Board reviews the Companys investment portfolio on a periodic basis to ensure alignment with its strategic objectives. While continuing to support investments that complement the core amusement park business, the Company may evaluate opportunities for rationalisation of non-core holdings, where appropriate, to optimise capital allocation and enhance long-term value for stakeholders.

In compliance with Section 129(3) of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014, a statement containing the salient features of the financial statements of the associate company is provided in Form AOC-1, forming part of the consolidated financial statements for the year ended March 31, 2026.

The Company has complied with all applicable disclosure requirements relating to investments in accordance with the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Share Capital

As at March 31, 2026, the Companys paid-up equity share capital stood at Rs 468 lakhs, comprising 4,68,00,000 equity shares of Re. 1/- each.

Issue of Shares / Buyback / ESOP / Sweat Equity

During the year under review, the Company did not undertake any issuance of equity shares (including shares with differential voting rights), buyback of shares, issue of sweat equity shares, or grant of employee stock options.

Fixed Deposits

The Company has not accepted any deposits from the public within the meaning of Sections 73 to 76 of the Companies Act, 2013 read with the rules made thereunder.

Loans, Guarantees or Investments

During the year under review, the Company has not granted any loans, provided guarantees or securities, or made any investments falling within the ambit of Section 186 of the Companies Act, 2013.

Statutory & legal matters

No significant or material orders have been issued by any regulators, courts, or tribunals that would affect the Companys going concern status or future operations.

The Company has prepared its Financial Statements for the fiscal year ending March 31, 2026, in accordance with Sections 129, 133, and Schedule III (Division II) of the Companies Act, 2013, as well as the Companies (Indian Accounting Standards) Amendment Rules, 2016.

The Company has adopted Indian Accounting Standards (referred to as ‘Ind-AS) effective April 1, 2017, for all periods up to and including the year ended March 31, 2026.

Lease

The Companys amusement and leisure operations are conducted on land originally made available under a Joint Sector framework pursuant to an agreement dated February 23, 1990, executed between The National Insulated Cable Company of India Limited (now Nicco Corporation Limited, presently under liquidation), West Bengal Tourism Development Corporation Limited (WBTDC), and West Bengal Industrial Development Corporation Limited (WBIDC). The arrangement envisaged an initial lease tenure of 33 years, with provision for renewal for two additional terms of similar duration.

Subsequent to the initiation of liquidation proceedings against Nicco Corporation Limited and the consequent changes in its shareholding in the Company, the Joint Sector Agreement has ceased to have operative relevance. The underlying lease arrangement, formalised through an agreement dated July 5, 1991 with the Government of West Bengal, completed its initial tenure on February 28, 2023.

In advance of the expiry, the Company had submitted an application on October 11, 2022 to the Department of Tourism, Government of West Bengal, seeking renewal of the lease. The matter is presently under consideration with the appropriate authorities. Pending formal execution of the renewed lease, the Company continues to operate in accordance with the existing terms and has made appropriate provisions in its accounts towards lease rentals and related obligations, including reasonable estimates of potential revisions, in line with applicable accounting standards.

The Company has continued to discharge all its financial and contractual obligations under the erstwhile lease arrangement in the normal course. The Board confirms that the financial statements for the year have been prepared on a going concern basis, with due recognition of all relevant expenses, provisions and depreciation relating to the operations carried out on the said land.

The Board is of the view that renewal of the lease would provide long-term operational stability and enable the Company to pursue planned expansion, capacity augmentation and sustainability initiatives. Enhanced visibility over land tenure is expected to support asset optimisation, improve visitor offerings, and reinforce the Companys commitment to responsible and sustainable growth.

Repossession of Venues by Government of West Bengal

The Board wishes to bring to the attention of the Members a significant development that has materially impacted the Companys operations, revenue and profitability during the year under review.

The Department of Tourism, Government of West Bengal, vide Memo No. 1399-DT dated November 8, 2025, repossessed approximately 1.46 acres of land forming part of the Companys leased premises, without assigning any reason or providing prior notice or opportunity to the Company to make representations. The repossession was effected summarily through the said memorandum.

The repossessed area comprised three key operational venues — Eastside Pavilion, Royal Courtyard and Westside Pavilion — which together constituted a significant component of the Companys Food & Beverage (F&B) and Other Recreational Facilities segment. These venues were integral to the Companys event and banquet operations.

(A) Operational and Financial Impact

The abrupt cessation of operations at these venues has had a severe and multifold impact on the Company:

Revenue from the F&B and Other Recreational Facilities segment declined sharply from Rs 1,190.52 lakhs in FY 2024–25 to Rs 705.76 lakhs in FY 2025–26, representing a reduction of approximately 40.7%.

Segment result from the said segment declined from Rs 718.17 lakhs to Rs 346.91 lakhs during the corresponding period, reflecting a contraction of approximately 51.7%.

The loss of these established, revenue-generating venues has not only eroded a significant income stream but has also adversely impacted the Companys ability to host large-scale events, banquets and corporate engagements — activities that had historically contributed to both revenue diversification and brand visibility.

(b) Uncertainty over Food Court Operations

The Board further draws the attention of Members to the fact that the Companys food court operations, situated on the ground floor of Westside Pavilion — one of the repossessed venues — remain in a state of uncertainty. While the food court continues to serve Park visitors, its long-term operational viability is contingent upon the outcome of the formalisation of arrangements with the concerned authorities. The absence of clarity on tenure and terms of continued operations at this location poses a material risk to an essential service facility that directly impacts the visitor experience and the Companys ancillary revenue.

(c) Operational concern of Proposed Indoor Attraction (Snow Park)

The Board also wishes to highlight a matter of significant operational concern relating to the Companys proposed indoor attraction — the Snow Park — which is a cornerstone of the Companys strategy to revive visitor footfalls and diversify its attraction portfolio. The Snow Park is being developed at a location situated between the Royal Courtyard and Eastside Pavilion — both of which are now repossessed venues.

In the absence of any clarity or formal understanding with the concerned authorities regarding the operational framework governing the repossessed premises, the Board is concerned about the operational viability of a large-scale, public-facing facility such as the Snow Park, which is expected to attract a significant volume of visitors. The unresolved status of the adjoining repossessed venues raises critical questions pertaining to visitor access, crowd management, safety protocols, operational continuity, and the overall guest experience — all of which are fundamental to the successful and safe functioning of an attraction of this nature and scale.

(d) Interim Operational Arrangements

Pending renewal of the lease and formalisation of the arrangement with the relevant authorities, the Company, in order to ensure continuity of public-facing operations and avoid inconvenience to customers, continued to provide interim operational support in respect of certain activities on behalf of West Bengal Tourism Development Corporation Limited (WBTDCL).

In this regard, the audited financial results for the year ended March 31, 2026 reflect the following:

Receipts/proceeds amounting to Rs 503.29 lakhs, together with customer advances of Rs 122.03 lakhs, have been disclosed as liability payable to WBTDCL;

Payments aggregating Rs 209.87 lakhs had been made to WBTDCL up to March 31, 2026;

Management and supervision charges of Rs 31.10 lakhs have been recognised under Other Income; and

Expenditure of Rs 100.50 lakhs incurred and/or allocated in connection with such operations has been considered recoverable from WBTDCL.

The Statutory Auditors have issued a modified opinion in respect of the aforesaid matter, observing that the financial impact of the arrangement would be determinable only upon its formalisation and execution, and accordingly could not be commented upon at this stage.

The Board views this development with deep concern and wishes to assure the Members that the Company remains actively and continuously engaged with the concerned Government authorities and entities for an early, equitable and comprehensive resolution of the matter — encompassing the repossessed venues, the food court operations, and the operational framework necessary for the safe and effective launch of the Snow Park.

Necessary accounting adjustments, if any, arising from the final determination of this matter shall be duly recognised in the financial statements of the relevant period.

Material changes & commitments occurring after the end of financial year

No material changes or commitments affecting the Companys financial position have occurred between the end of the financial year covered by the attached financial statements and the date of this report.

Conservation of Energy and Technology Absorption

The Company continues to remain committed to sustainable business practices and responsible resource management. While the nature of its operations is not significantly energy-intensive, conscious efforts are undertaken to optimise energy consumption and minimise environmental impact.

During the year under review, the Company focused on improving energy efficiency through prudent operational practices, adoption of energy-saving measures, and exploration of alternative and renewable energy sources, wherever feasible. Continuous emphasis is also placed on maintaining a clean, green, and environmentally responsible operating environment within the Park.

The Company has not entered into any specific arrangements for technology absorption during the year. However, it remains receptive to the adoption of appropriate technologies, including digital and environmentally sustainable solutions, aimed at enhancing operational efficiency and overall visitor experience.

Vigil Mechanism / Whistle Blower Policy

In compliance with the provisions of Section 177 of the Companies Act, 2013 and Regulation 22 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has established a Vigil Mechanism / Whistle Blower Policy for Directors, employees and other stakeholders.

The mechanism provides an appropriate and secure framework for reporting genuine concerns relating to unethical conduct, fraud, or violation of the Companys Code of Conduct. Adequate safeguards are in place to protect individuals raising concerns in good faith from any form of victimisation or retaliation, and direct access to the Chairman of the Audit Committee is ensured.

During the year under review, no stakeholder was denied access to the Audit Committee. The details of the Vigil Mechanism / Whistle Blower Policy are available on the Companys website at the following link: https://www.niccoparks.com/wp-content/uploads/formidable/42/ WHISTLE-BLOWER-POLICY.pdf

Compliance with Secretarial Standards

The Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India, namely SS-1 relating to Meetings of the Board of Directors and SS-2 relating to General Meetings. The Company has instituted appropriate systems and processes to ensure ongoing compliance with these standards.

Listing

The equity shares of the Company continue to be listed on BSE Limited. The Company has duly paid the applicable listing fees for the financial year 2026–27.

Investor Education and Protection Fund (IEPF)

In accordance with the provisions of the Companies Act, 2013 read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("IEPF Rules"), the Company is required to transfer unpaid or unclaimed dividends to the Investor Education and Protection Fund ("IEPF") after a period of seven years. Further, shares in respect of which dividends remain unpaid or unclaimed for seven consecutive years or more are also required to be transferred to the demat account of the IEPF Authority.

Transferred unclaimed dividends aggregating to Rs 3,15,921 relating to FY 2018–19 to the IEPF Authority.

The details of unpaid dividends lying in the Unpaid Dividend Account, which are due for transfer to the IEPF in the coming years, are provided hereinbelow:

Balance of Unpaid Dividend as on 1st April, 2026: -

Date of Declaration	Financial Year	Date of Transfer to Unpaid Dividend Account	Amount*	Due Date for Transfer to IEPF
12.02.2019 (Interim Dividend)	2018-19	21.03.2019	145316	21.03.2026
27.09.2019 (Final Dividend)	2018-19	03.11.2019	129155.60	03.11.2026
26.07.2019 (Interim Dividend)	2019-20	01.09.2019	119758.20	01.09.2026
31.10.2019 (Interim Dividend)	2019-20	07.12.2019	127403	07.12.2026
12.02.2020 (Interim Dividend)	2019-20	20.03.2020	153466.6	20.03.2027
08.08.2022 (Interim Dividend)	2022-23	14.09.2022	206597	14.09.2029
03.11.2022 (Interim Dividend)	2022-23	10.12.2022	102669.9	10.12.2029
03.02.2023 (Interim Dividend)	2022-23	12.03.2023	142742	12.03.2030
18.09.2023 (Final Dividend)	2022-23	25.10.2023	172846.50	25.10.2030
14.08.2023 (Interim Dividend)	2023-24	20.09.2023	163016.5	20.09.2030
09.11.2023 (Interim Dividend)	2023-24	16.12.2023	1,02,369.9	16.12.2030
13.02.2024 (Interim Dividend)	2023-24	21.03.2024	71798.80	21.03.2031
03.05.2024 (Interim Dividend)	2023-24	09.06.2024	164704.5	09.06.2031
09.08.2024 (Interim Dividend)	2024-25	15.09.2024	126521.4	14.09.2031
14.11.2024 (Interim Dividend)	2024-25	21.12.2024	67160.80	21.12.2031
10.02.2025 (Interim Dividend)	2024-25	19.03.2025	91803.75	19.03.2032
27.05.2025 (Interim Dividend)	2024-25	02.07.2025	144730.40	02.07.2032
12.08.2025 (Interim Dividend)	2025-26	18.09.2025	264002	18.09.2032

*Pending reconciliation.

Foreign exchange earnings and outgo

During the year under review, the Company did not earn any foreign exchange. Although the Park continues to attract foreign visitors, revenues from such visitors are realised in Indian Rupees and are not separately identifiable as foreign exchange earnings.

The total foreign exchange outgo during the financial year ended March 31, 2026 amounted to Rs 627.75 lakhs, primarily towards stage payments for the import of the new Spinning Coaster ride, along with expenditure on consultancy, ride safety certifications, training, business promotion, and procurement of ride-related components and spares.

Prevention of Sexual Harassment at Workplace

The Company is committed to providing a safe and respectful working environment and has in place a policy in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. An Internal Complaints Committee (ICC) has been duly constituted to address complaints and ensure timely redressal. The policy is applicable to all employees, including permanent, contractual and temporary personnel, as well as trainees.

PARTICULARS	Remarks
a) No. of complaints of sexual harassment received in the year	NIL
b) No. of complaints disposed off during the year	Not Applicable
c) No. of cases pending for more than ninety days	NIL

During the year under review, no complaints were received.

Statement with respect to the compliance of the provisions relating to the Maternity Benefit Act, 1961

Your Company is in compliance with the provisions relating to the Maternity Benefit Act, 1961.

Details of application made or any proceeding pending under Insolvency and Bankruptcy Code, 2016

The Company did not file any applications or have any proceedings pending under the Insolvency and Bankruptcy Code, 2016, during the financial year 2025-26.

Details of settlement with Banks or Financial Institutions

The company did not obtain any new loans from Banks and Financial Institutions during the Financial Year 2025-26, nor did it make any settlements on existing loans with these institutions during this period.

Separate Meeting of Independent Directors and Performance Evaluation

In compliance with the provisions of Section 134(3)(p) read with Schedule IV of the Companies Act, 2013 and Regulation 25(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the performance evaluation of the Board, its Committees, the Chairperson and individual Directors was carried out during the year.

The Independent Directors met separately on May 23, 2025 and November 4, 2025, without the presence of Executive Directors and members of management. At these meetings, they, inter alia, reviewed the performance of the Non-Independent Directors and the Chairperson, assessed the effectiveness of the Board as a whole, and evaluated the quality, quantity and timeliness of the flow of information between the management and the Board.

The evaluation process was structured and based on defined criteria, with feedback obtained from Directors through a confidential assessment mechanism. The inputs so received were collated and reviewed by the Nomination and Remuneration Committee, and the outcome of the evaluation was subsequently placed before the Board. The Board noted the constructive feedback and expressed satisfaction with the overall effectiveness of its functioning and that of its Committees.

Attributes, Qualifications and Independence of Directors

In accordance with the provisions of Section 149 of the Companies Act, 2013 and Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board affirms that its composition reflects an appropriate balance of skills, experience, knowledge and expertise relevant to the Companys business and regulatory environment.

The Directors collectively possess competencies across diverse areas including industry, finance, governance, law and administration. A detailed matrix outlining the key skills, expertise and competencies of the Board is disclosed in the Corporate Governance Report forming part of this Annual Report.

The appointment and re-appointment of Directors are carried out in accordance with the provisions of the Companies Act, 2013, the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, and the Articles of Association of the Company, subject to approval of the members, wherever required. Independent Directors, in terms of the applicable provisions, are not liable to retire by rotation.

All Independent Directors have submitted declarations confirming their independence in terms of Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the SEBI (LODR) Regulations, 2015. Further, pursuant to Regulation 25(8) of the SEBI (LODR) Regulations, they have affirmed that they meet the criteria of independence and are capable of exercising objective and independent judgment. The Board, based on such declarations and its assessment, is of the opinion that the Independent Directors possess the requisite integrity, experience and expertise and remain independent of the management.

The Board remains committed to strengthening governance standards and enhancing its effectiveness through a balanced mix of skills, diversity of experience, and continuous alignment with evolving regulatory and business requirements.

Auditors and Auditors Report

Messrs. Lodha & Co., LLP (Firm Registration No. 301051E/E300284), were re-appointed as the Statutory Auditors of the Company at the 35th Annual General Meeting ("AGM") of the Members held on September 13, 2024. Their appointment is for a term of five consecutive years, commencing from the conclusion of the said 35th AGM until the conclusion of the 40th AGM of the Company, in accordance with the provisions of Sections 139 and 142 of the Companies Act, 2013, read with Rule 6 of the Companies (Audit and Auditors) Rules, 2014, and other applicable provisions thereof.

During the year under review, the Auditors had not reported any matter under Section 143 (12) of the Act, therefore no detail is required to be disclosed under Section 134(3)(ca) of the Act.

Auditors Qualified Opinion

The Statutory Auditors of the Company, in their report on both Standalone and Consolidated Financial Statements for the financial year ended 31st March, 2026, have expressed a qualified opinion.

"Attention is drawn to note no. 25.1 of the Standalone/Consolidated Financial Statements dealing with repossession, with effect from 8th November, 2025 by Department of Tourism, Government of West Bengal ("the State Government"), of the parcel of land used by the Company for carrying out certain operations of "F&B and Other Recreational Facilities" segment. Pending execution of the agreement and formalisation of the matter, the said operations have been continued to be carried out by the Company on behalf of West Bengal Tourism Development Corporation Limited (WBTDCL) and income, expenses and supervision and management charges thereof, being accruable on behalf of WBTDCL, have been so recognized in these Standalone Financial Statements, as dealt with in the said note. Impact in this respect on the Standalone Financial Statements being determinable on finalisation of the arrangement, as such, cannot be commented upon by us".

Boards Response

The Managements response is set out in Note No. 25.1 to the financial statements and has been duly addressed in this Report. In the opinion of the Board, no further explanation is required in terms of Section 134(3)(f) of the Companies Act, 2013.

Audit Committee

The Audit Committee of the Board is duly constituted in accordance with the provisions of Section 177 of the Companies Act, 2013 and Regulation 18 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Committee comprises three Directors, all of whom are Independent Directors.

During the year under review, all recommendations of the Audit Committee were duly accepted by the Board. Ms. Nayantara Palchoudhuri was inducted as a Member of the Audit Committee with effect from August 12, 2025, in place of the outgoing Mr. Rajesh Raisinghani.

Cost Records

Your Company is not required to maintain Cost Records as specified by the Central Government u/s 148 (1) of the Companies Act, 2013.

Corporate Social Responsibility (CSR)

The Corporate Social Responsibility (CSR) Committee of the Company is duly constituted in accordance with the provisions of the Companies Act, 2013. The composition, roles, responsibilities and powers of the Committee are aligned with the statutory requirements, and the Committee continues to oversee and monitor the CSR initiatives undertaken by the Company.

In line with its commitment towards social responsibility, the Company has adopted a CSR Policy, which is available on its website at https:// niccoparks.com.

Pursuant to the provisions of Section 135 of the Companies Act, 2013 and the applicable Rules, the Company has spent Rs 52.50 lakhs towards CSR activities during the financial year ended March 31, 2026.

The details of CSR expenditure and initiatives undertaken during the year are set out in Annexure- I to this Report.

Secretarial Audit

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"), the Secretarial Audit for the year under review was conducted by Mr. P.V. Subramanian (C.P. No. 2077; ACS-4585), Company Secretary in Whole-time Practice. The Secretarial Audit Report in Form MR-3 is annexed to this Report as Annexure II.

The Secretarial Auditor has reported qualification in his Audit Report, reproduced below:

"(i) The composition of the Board of Directors was not in conformity with Clause 17(1)(b) of the SEBI Listing Regulations, read with Explanation (ii) provided thereunder, due to the absence of an adequate number of Independent Directors on the Board of the Company during the period from 1st April 2025 to 26th May 2025 and 27th January, 2026 to 31st March, 2026 and also with Regulation 26A of the listing Regulations owing to the absence of the requisite number of Executive Director from 12th November, 2025 to 26th January, 2026 ."

The Board of Directors has considered the above observation and wishes to clarify as under:

(i) Regarding Regulation 17(1)(b) of SEBI Listing Regulations – Independent Directors

The Board of Directors acknowledges the observation made by the Secretarial Auditor with respect to the composition of the Board not being in conformity with Regulation 17(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), read with Explanation (ii) thereunder, during the periods from 1st April, 2025 to 26th May, 2025 and 27th January, 2026 to 31st March, 2026 respectively.

The Board wishes to clarify that the temporary non-compliance arose solely on account of the cessation of certain Independent Directors last financial year, which resulted in a shortfall in the minimum number of Independent Directors required under the said Regulation. During the interim period, the Company was actively engaged in the process of identifying and selecting a suitable candidate for the position of Independent Director, possessing the requisite skill set, expertise, and competency commensurate with the nature and scale of the Companys business. The required ratio of Independent Directors was subsequently restored on May 27, 2025, consequent upon the cessation of directorship of a Non-Independent Director with effect from that date.

Furthermore, consequent to the appointment of a Managing Director since January 27, 2026, the Company has re-initiated the process of identifying and selecting a suitable person as an Independent Director with the requisite qualification, skill, and experience, and the same is currently in progress. The Board remains committed to ensuring full compliance with the applicable provisions of the Listing Regulations at the earliest.

(ii) Regarding Regulation 26A of SEBI Listing Regulations – Executive Director

With regard to the observation relating to Regulation 26A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, concerning the absence of the requisite number of Executive Directors on the Board during the period from November 12, 2025 to January 26, 2026, the Board clarifies that the deviation arose due to a vacancy in the position of Managing Director during the said period.

Upon identification of a suitable candidate possessing the requisite qualifications, experience and expertise, the Board took timely and appropriate action to fill the vacancy. The non-compliance was accordingly rectified with the appointment of a Managing Director with effect from January 27, 2026, and the composition of the Board was restored to full compliance with the requirements of Regulation 26A of the SEBI (LODR) Regulations from that date.

The Board reaffirms its commitment to maintaining the highest standards of corporate governance and to ensuring strict compliance with all applicable regulatory requirements at all times.

Appointment of Secretarial Auditor

Based on the recommendation of the Audit Committee, the Board has approved the re-appointment of Mr. P.V. Subramanian (C.P. No. 2077; ACS-4585), Company Secretary in Whole-time Practice, as the Secretarial Auditor of the Company for a term of five consecutive financial years commencing from April 1, 2025. The said appointment was approved by the Members at the 36th Annual General Meeting.

Extract of Annual Return

As per the requirements of Section 92(3) and 134(3)(a) of the Companies Act, 2013 and Rules framed thereunder, the annual return in form MGT-7 for FY 2025-2026 will be available shortly on the website of the Company at https://niccoparks.com/corporates/.

Particulars of Employees & Related disclosures

Disclosure pertaining to remuneration and other details as required under section 197(12) of the Companies Act, 2013 read with Rules 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in Annexure –III.

Management Discussion & Analysis Reports

Pursuant to Regulation 34(3) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Management Discussion and Analysis Report forms part of the Boards Report in Annexure – IV.

Corporate Governance

Your Company remains firmly committed to the principles of transparency, accountability, and ethical governance. In line with the requirements of the Listing Regulations, a detailed report on Corporate Governance, along with a Certificate of Compliance from a Practicing Company Secretary, is included in this Annual Report as Annexure – V.

The Report carries qualifications which is mentioned hereinbelow:

a) The composition of the Board of Directors was not in conformity with Clause 17(1)b) of the Listing Regulations, read in conjunction with Explanation (ii) provided thereunder, due to absence of adequate number of Independent Directors on the Board of the Company during the following periods:-

- 1st April, 2025 till 26th May, 2025; &

- 27th January, 2026 till 31st March, 2026.; and

b) The vacancy caused on August 12, 2025 in the office of the Managing Director & CEO of the Company was filled on January 27, 2026, i.e. beyond the timeline of 3 months from the date of such vacancy as mandated under Clause 26A(1) of the Listing Regulations."

The Board wishes to clarify that the temporary non-compliance arose solely on account of the cessation of certain Independent Directors last financial year, which resulted in a shortfall in the minimum number of Independent Directors required under the said Regulation. During the interim period, the Company was actively engaged in the process of identifying and selecting a suitable candidate for the position of Independent Director, possessing the requisite skill set, expertise, and competency commensurate with the nature and scale of the Companys business. The required ratio of Independent Directors was subsequently achieved on May 27, 2025, consequent upon the cessation of directorship of a Non-Independent Director with effect from that date.

Furthermore, consequent to the appointment of Managing Director since January 27, 2026, the Company has re-initiated the process of identifying and selecting a suitable person as an Independent Director with the requisite qualification, skill, and experience, and the same is currently in progress. The Board remains committed to ensuring full compliance with the applicable provisions of the Listing Regulations at the earliest.

(ii) Regarding Regulation 26A of SEBI Listing Regulations – Executive Director

With respect to the observation pertaining to Regulation 26A of the Listing Regulations, concerning the absence of the requisite number of Executive Directors on the Board during the period from 12th November, 2025 to 26thJanuary, 2026, the Board wishes to state that the deviation arose due to a vacancy in the position of Managing Director during the said period.

Upon identification of a suitable candidate possessing the requisite skill, expertise, and competency for the role of Managing Director, the Board took prompt and decisive action, and the said non-compliance was duly rectified with the appointment of a new Managing Director with effect from 27th January, 2026. Accordingly, the Boards composition was restored to full conformity with the requirements of Regulation 26A of the Listing Regulations from that date.

The Board reaffirms its commitment to maintaining the highest standards of corporate governance and to ensuring strict compliance with all applicable regulatory requirements at all times.

The Board has taken due note of this observation and together with the Nomination and Remuneration Committee, is actively evaluating suitable candidates for induction as Independent Directors. These efforts are directed at further strengthening Board diversity, enhancing governance oversight, and ensuring long-term compliance readiness.

Green Initiatives

The Company supports the "Green Initiative" of the Ministry of Corporate Affairs, Government of India, aimed at promoting electronic communication with shareholders. In compliance with the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, read with relevant MCA and SEBI circulars, the Notice of the 37th Annual General Meeting and the Annual Report for the financial year ended March 31, 2026 are being circulated to members through electronic mode at their registered email addresses.

Members are encouraged to register or update their email addresses with the Company, Registrar and Share Transfer Agent, or their Depository Participants to receive communications electronically. The Company seeks the continued support of its members in adopting this environmentally sustainable and efficient mode of communication.

Acknowledgement

Your Directors place on record their sincere appreciation for the continued confidence and unwavering support extended by the Members and investors of the Company. The Board also acknowledges, with deep gratitude, the valuable guidance and steadfast support received from the senior management team, nominee Directors, and major shareholders, whose commitment has been instrumental in ensuring the smooth and efficient functioning of the Company.

The Directors express their heartfelt appreciation to the Independent Directors for their insightful counsel, rich experience and active engagement, which have significantly contributed to strengthening governance and guiding the Companys strategic direction.

The Board also extends its sincere thanks to all customers, suppliers, bankers and business partners for their continued trust and association with the Company.

Your Directors further acknowledge with gratitude the co-operation and assistance received from various Government and regulatory authorities, including the Department of Tourism, Government of West Bengal, West Bengal Industrial Development Corporation Limited, West Bengal Tourism Development Corporation Limited, Bidhan Nagar Municipality, and the Companys banking partners, namely HDFC Bank, Axis Bank, Indian Bank, State Bank of India and Bandhan Bank.

The Directors place on record their deep appreciation for the dedication, commitment and resilience demonstrated by employees at all levels. Their collective efforts, professionalism and unwavering support have been pivotal in enabling the Company to navigate challenges and sustain its operations effectively.

	For & On behalf of the Board of Directors
	NICCO PARKS & RESORTS LIMITED
	S/d	S/d
	Vijay Dewan	Rahul Mitra
Registered Office:	Independent Director	Managing Director & CEO
‘Jheel Meel,	(DIN: 00051164)	(DIN:-07119881)
Sector IV, Salt Lake City,
Kolkata – 700 106
Date: May 14, 2026