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The Members,

Your Directors have pleasure in presenting 32nd Annual Report on the business and operations of the company together with the Financial Statements for the financial year ended March 31, 2025.

The consolidated financial statements for the year ended March 31, 2025 has been prepared in accordance with Indian Accounting Standards (Ind AS) notified under the Companies (Indian Accounting Standards) Rules, 2015 together with the comparative period data as at end of March 31, 2024

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

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

Due to the absence of distributable surplus during the year, your Directors have not recommended any dividend for the Financial Year 2024-25.

During period under review, 0.01% Redeemable Preference Shares ("RPS") holders has waived off accrued dividend amounting to Rs. 8,617.82 lakhs, on RPS held by them, representing 95% of the total accrued dividend amounting to Rs. 9,071.39 lakhs till 31 August, 2024, The remaining 5% of the accrued dividend shall continue to be payable by the company.

Pursuant to the order of the Hon'ble Supreme Court of India dated September 19, 2018, the Company handed over its sole revenue-generating asset, Hotel Park Hyatt Goa, to the auction purchaser. As a result, the Company remained without any operational business for a considerable period.

To ensure continuity, sustainability, and future growth, the Company has now ventured into the business of providing hotel operations and management services.

In furtherance of the aforesaid objective, and after due consideration of various business opportunities and prevailing market conditions, the Board of Directors of the Company, at its meeting held on 07 August 2025, approved, subject to the approval of the Members, an amendment to the Object Clause of the Memorandum of Association. The proposed amendment is intended to align the Company's main objects with its existing and proposed business activities. The Board believes that this realignment will be in the best interest of the Company and will contribute to its future growth and development.

There were no changes in the nature of business of the Company during the financial year ended on March 31, 2025.

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

During the financial year 2024-25, there were following changes in the paid-up equity share capital and voting rights related thereto, of the company:- During the year, pursuant to the conversion of 0.01% Redeemable Preference Shares (RPS) into 0.01% Compulsorily Convertible Preference Shares (CCPS), the Company converted 6,93,110 RPS of Rs. 100 each into an equal number of CCPS of Rs. 100 each. These CCPS are to be converted into equity shares of the Company within the prescribed period of 18 months.

Out of the total 6,93,110 CCPS, 1,89,200 CCPS were converted into 18,92,000 equity shares of Rs. 10 each on November 14, 2024, during the financial year 2024 25, at a conversion ratio of 1 CCPS of Rs. 100 for 10 equity shares of Rs. 10 each. Subsequently, on May 16, 2025, during the financial year 2025 26, 2,55,200 CCPS were converted into 25,52,000 equity shares of Rs. 10 each. The remaining 2,48,710 CCPS shall also be converted into equity shares within the prescribed period.

Note: The paid-up equity share capital as on the date of this Director's Report, i.e. 07 August 2025, stands at Rs. 17,19,24,570 comprising 1,71,92,457 equity shares of Rs. 10 each.

The equity shares issued by the company during financial 2024-25 are listed at the following Stock Exchanges as on March 31, 2025:

1. National Stock Exchange of India Limited (NSE)

2. BSE Limited (BSE)

Annual listing fee for the financial year 2024-25 has been paid to both the Stock Exchanges. The Equity Shares continue to be listed on both NSE and BSE. Following the approval of both stock exchanges, the equity shares issued by the Company during the financial year 2025-26 are also listed on the NSE & BSE.

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

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

Mr. Manujendu Sarker, Non-Executive & Non-Independent Director of the Company is liable to retire by rotation at the ensuing annual general meeting and being eligible offers himself for re-appointment.

Mr. Vijay Jain has given his consent together with his independence declaration to act as an Independent Director of the Company, pursuant to Section 152 of Companies Act, 2013, read with Rule 8 of Companies (Appointment and Qualification of Directors) Rules, 2014 to be re-appointed as an Independent Directors of the Company for another term of 5 (five) consecutive years commencing from March 1, 2026 to February 28, 2031.

Nomination & Remuneration Committee in their meeting held on 07 August 2025, after evaluation recommended the Board his re-appointment as an Independent Directors of the Company, in accordance with the provisions of Section 149 of Companies Act, 2013 read with Companies (Appointment and Qualification of Directors) Rules, 2014, and SEBI (LODR) Regulations, 2015, as amended, from time to time.

Further as per provisions of Regulation 17 (1A) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, the Company is required to obtain approval of Members by way of special resolution for continuing the directorship of the Non-executive Director in the Company who has attained the age of 75 years or more. Mr. Vijay Jain, Independent Director of the Company, shall attain the age of 75 years during the continuation of his second term on 22 June, 2027. Hence, approval of Shareholders by way of special resolution shall require for his continuation on the Board of the Company.

Your Board recommends the continuation of Mr. Vijay Jain as a Non-Executive, Independent Director of the Company

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

Pursuant to Section 149 (7) of Companies Act, 2013 (Act), all the Independent Directors in the Board Meeting of the Financial Year 2024-25 held on Tuesday May 28, 2024 has provided declaration on their status as an Independent Director and they met the criteria of independence as provided in Section 149 (6) of the Companies Act and Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended ("Listing Regulations"). There has been no change in the circumstances affecting their status as an Independent Directors of the Company during the year.

During the year under review, a separate meeting of the Independent Directors of the Company was held on Tuesday May 28, 2024, without the presence of any other Director(s). The Independent Directors reviewed the performance of regular Chairperson of Board, Non-Independent Directors and the Board as a whole and assessed the quality, quantity and timelines of flow of information between the Company's Management and the Board. The Company Secretary acted as a secretary to the Meeting.

During the Financial Year 2024-25, Board has conducted total Five (5) meetings to transact the business of the Company. Details of all Board meetings and respective Committee meetings are given in the Corporate Governance Report section of this Annual Report

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

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

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

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

Pursuant to the Section 178 of the Companies Act, 2013 and Regulation 17 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Director in their Meeting held on May 28, 2024 has carried out performance evaluation of Board as whole, Board's Committees and the individual performance of each Directors including Independent Directors. The manner in which the evaluation carried out has been detailed in the Corporate Governance Report.

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

The disclosures as required under Section 197 of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed and forms part of this report as

Pursuant to the requirement under Section 134(5) of the Companies Act, 2013, with respect to the Director's Responsibility Statement, it is here by confirmed that:

a) In the preparation of 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;

b) The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year 2024-25 and of the profit or loss of the Company for that period;

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 prevention and detecting fraud and other irregularities;

d) The Directors have prepared the annual accounts for the financial year ended on March 31, 2025, on a going concern basis;

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

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

The Company has an internal financial control system, commensurate with size, scale and complexity of its operations. The internal financial control system is adequate and operating effectively to ensure orderly and efficient conduct of business operations. The company's internal financial control procedures ensure the reliability of the Financial Statements of the Company and prepared in accordance with the applicable laws.

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

M/s. P.P Bansal & Co. ("P.P. Bansal"), Chartered Accountants, (FRN: 001916N), were appointed by the members, as the Statutory Auditors of the company, for a term of five (5) consecutive years, to hold office from the conclusion of the 29 AGM of the company held on 27 September 2022, until the conclusion of 34 AGM of the company, to be held in the year 2027.

Later, P.P. Bansal, Chartered Accountants, has resigned from the office of Statutory Auditor vide their letter dated 06 August 2025, before completion of their term stating the reason of their preoccupation and other commitment. Their resignation has caused a casual vacancy in the office of Statutory Auditors as envisaged by section 139(8) of the Companies Act, 2013.

Accordingly, subject to the approval by the shareholders at the ensuing Annual General Meeting, the Board at its meeting held on 07 August 2025, on recommendations of Audit Committee had appointed M/s Virender K. Jain & Associates, Chartered Accountants (FRN: 005994N), to fill up the causal vacancy created on account of resignation by M/s. P.P Bansal & Co., Chartered Accountants.

Further, The Board of Directors of the Company, on recommendations of Audit Committee, at its meeting held on 07 August 2025, subject to approval of shareholders, have also appointed M/s Virender K. Jain & Associates, Chartered Accountants as the Statutory Auditor to hold office from the conclusion of 32 Annual General Meeting till the conclusion of 37 Annual General Meeting.

Your Company has received a letter from M/s Virender K. Jain & Associates, Chartered Accountants communicating their eligibility and consent to accept the office, if appointed, to act as a Statutory Auditor of the Company in place of M/s. P.P Bansal & Co., Chartered Accountants with a confirmation that, their appointment, if made, would be within the limits prescribed under the Companies Act, 2013.

The Statutory Auditors' Report issued by M/s. P.P Bansal & Co., Chartered Accountants forms part of this Annual Report. There is no audit qualification, reservation, or adverse remark for the year under review.

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

Pursuant to the provision of 204 of the companies act 2013, read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board in their meeting held on Friday, May 16, 2025 appointed M/s Ajay. K. & Associates, (Firm Registration No.: S2013DE227700) a practicing Company Secretary Firm, as a Secretarial Auditor of the Company to conduct the Secretarial Audit for the financial year 2024-25.

The Report in Form MR-3 is enclosed as Annexure-'C' to this Annual Report and there are no qualifications, reservations and adverse remarks made by the Secretarial Auditor in his report, if any are self-explanatory.

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

Pursuant the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Third Amendment) Regulations, 2024, now its mandatory on the basis of recommendation of Board of Directors, the Company shall appoint or re-appoint:

(i) An individual as Secretarial Auditor for not more than one term of five consecutive years; or

(ii) A Secretarial Audit firm as Secretarial Auditor for not more than two terms of five consecutive years, with the approval of its shareholders in its Annual General Meeting.

With the approval of its shareholder in its Annual General Meeting.

Therefore, The Board of Directors in their Meeting held on 07 August 2025 has proposed in the Notice of 32 Annual General Meeting, to appoint M/s Ajay. K. & Associates, (Firm Registration No.: S2013DE227700), as a Secretarial Auditors of the Company, for first term of five consecutive years, to hold the office from the conclusion of 32 Annual General Meeting ("AGM") till the conclusion of the 37 AGM to be held in the year 2030.

The Company has following Subsidiaries/Associates as on March 31, 2025:

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

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

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

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

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

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

The complete details with respect to contracts or arrangements with related parties as required to be given under the Companies Act, 2013 and Part C of Schedule V of Listing Regulations is given in the 'Corporate Governance Report'.

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

In compliance with order of Hon'ble Supreme Court of India, Company has handed over the possession of its only operating property on September 19, 2018, hence, during the period under review, the consumption of energy or technology absorption and foreign exchange earnings and outgo is not pertinent.

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

The company has established a Whistle Blower Policy/Vigil Mechanism through which its directors, employees and stakeholders can report their genuine concern about unethical behaviors, actual or suspected fraud or violation of the Company's Code of Conduct or Ethics Policy. The said policy provides for adequate safeguard against victimization and also direct access to the higher level of superiors including Chairman of the Audit Committee in exceptional cases. The same is reviewed by the Audit Committee from time to time. During the financial year 2024-25, no such incident reported.

During the period under review, no significant or material orders were passed by regulators, courts, or tribunals which would impact the going concern status of the company or its future operations. For further details, please refer to Note Nos. 30 and 31 of the Standalone Financial Statements.

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

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

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

i. On account of default in repayment of term loan IFCI initiated recovery proceeding under SARFAESI Act, 2002, against the company and allegedly sold the Hotel Property Park Hyatt, Goa for an amount of Rs. 515,44.01 Lakhs. On 19.03.2018 Hon'ble Supreme Court of India ordered the Company to handover the possession of the Hotel to the auction purchaser within a period of six months. In compliance of Hon'ble Supreme Court order, the Company has handed over the possession of the property Park Hyatt Goa Resort & Spa to the auction purchaser on 19.09.2018. The handing over of only operational asset of the company to the auction purchaser pursuant to aforesaid order has impacted the company's ability to continue as a going concern.

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

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

However, on account of various factors including non - receipt of security clearance, Delhi Hotel Project, could not take off and space buyers demanded their money back and initiated a representative suit in 2015, before the Hon'ble High Court of Delhi bearing no. CS (OS) 176/2015 Kamal Sharma & ors Vs. Blue Coast Infrastructure Development Pvt. Ltd. ("BCIDPL") & ors. (The Company & other individual Promoters were respondents in such Representative Suit). The company alongwith its erstwhile SPV and BCIDPL agreed to propose a compromise to make arrangements for a contingency of Rs. 315.62 Crore (subject to final adjudication) & the terms were duly recorded before Hon'ble High Court of Delhi. As of 31.03.2025, the balance of the contingency stands at Rs. 70.74 Crore. The primary parties to the case have been continuously paying the agreed amounts, accordingly no provision was considered necessary.

The policy on prevention, prohibition and redressal of sexual harassment of women at workplace pursuant to the requirements of the Sexual Harassment of Women at workplace (Prevention, Prohibition and Redressal) Act, 2013 is not applicable to the company due to less number of employees. Further, there were no such incident occurred during the year under review.

The Certificate from the practicing Company Secretary of the Company regarding compliance of conditions of corporate governance is annexed as Annexure-E.

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