Advani Hotels & Resorts (India) Ltd

To the Members,

Advani Hotels & Resorts (India) Limited

Your Directors take pleasure in presenting the thirty eighth (38th) Annual Report together with the audited financial statements of the Company for the financial year ended March 31, 2025.

1. Financial Results

Your Company's financial performance during the financial year ended March 31, 2025 is summarized below:

(Rs. in Million)

2. Operational Performance of the Company:

During the financial year 2024-25, the Company reported a Total Income of 1,112.06 million, higher than the 1,084.38 million achieved in the previous year. This growth of 2.6% was achieved despite a softening in demand for the overall destination of Goa, due to domestic tourists opting for international holidays and a decline in foreign tourist arrivals into Goa.

Profitability remained strong, with EBITDA of 384.2 million compared to 369.2 million in the previous year. The EBITDA margin improved to 34.5% from 34.0%, reflecting better operating efficiencies and revenue optimisation. Profit Before Tax stood at 352.98 million (FY24: 334.94 million) and Profit After Tax at 264.35 million (FY24: 249.57 million).

Operationally, the resort recorded an average occupancy of 82.0% as against 83.9% in the previous year. While occupancy declined marginally, the Total Net Revenue per Occupied Room per night (TRevPOR) increased to 19,724 in FY25 compared to 18,798 in FY24. This focus on higher revenue per guest night, rather than purely on occupancy, contributed to the overall growth in revenues.

The Company continues to maintain a debt-free status. Cash Generation from Operations (before tax) was healthy at 301.6 million during the year.

Return metrics reflect industry-leading performance. The Before Tax Return on Equity was robust at 43%, and the Return on Assets stood at 25.5%, both amongst the highest in the hospitality sector. The Cash Conversion Cycle remained healthy at (-) 4.3 days, reflecting strong working capital management.

Awards and Recognitions during the Financial Year 2024-25

During the financial year 2024-25, Caravela Beach Resort, the flagship property of the Company, continued to receive several prestigious awards and accolades from reputed industry bodies and travel platforms. These recognitions reaffirm the resort's leadership position in the first-class, full-service hotel segment and its commitment to delivering exceptional guest experiences.

l Destination Wedding Resort of the Year - West India at The Economic Times MICE & Wedding Tourism Awards 2024, recognising the Resort as the preferred choice for destination weddings in the region.

l Best Beach-Front Wedding Destination Resort in Goa at the Shubh Food Travel & Wedding Tourism Expo Summit & Awards 2024, celebrating the Resort's picturesque beachfront location and bespoke wedding offerings.

l Iconic Deluxe Beach Resort in Goa at the Times of India - Times Hospitality Icon 2024, acknowledging the resort's luxurious amenities and iconic status in the hospitality industry.

l Best MICE Resort of Goa at the India MICE Awards 2024 by TravTour MICE Guide, for excellence in hosting meetings, incentives, conferences, and exhibitions.

l Guest Review Award 2024 by GoMMT, a recognition based on consistently positive guest feedback and high levels of customer satisfaction.

l The beach restaurant in the resort has won numerous awards over the years. The two most recent being the 2025 ‘Best Shack in Goa' by the Food Connoisseurs of India and the ‘Times Food & Nightlife Award' in the year 2024.

l Traveller Review Award 2025 by Booking.com (January 2025), reflecting the Resort's commitment to superior hospitality, with a current review rating of 8.6 out of a maximum of 10.0 points.

l The Caravela Beach Resort Goa was awarded with the ‘2025 KAYAK Travel Award' for being recognized as a "top 3% property" on their travel search platform, based on traveller reviews. This third-party validated award is a testament of the exceptional experience that the resort provides to its guests.

These accolades highlight the resort's strong brand equity, exceptional service standards, and its position as one of the most preferred luxury beach resorts in Goa.

3. Borrowings:

The Company continues to be debt-free and maintains sufficient liquid reserves to meet its strategic and operational requirements.

4. Dividend and Dividend Distribution Policy:

During the financial year 2024-25, the Company declared two interim dividends to reward its shareholders for their longstanding support viz. 1st (first) Interim Dividend of 1 (Rupee One only) per Equity Share of 2 (Rupees Two only) representing 50% (Fifty Percent) of the paid-up Equity Share Capital of the Company on February 7, 2025, and the 2nd (second) Interim Dividend of 0.90 (Ninety Paise only) per Equity Share representing 45% (Forty-Five Percent) of the paid-up Equity Share Capital on May 23, 2025, each for the financial year ended March 31, 2025. The total Interim Dividend outgo for the financial year 2024-25 was 175.63 million, versus as compared to 166.39 million in the previous financial year 2023-24.

To conserve resources for future growth requirements, the Board of Directors of Directors does not recommend any further dividend for the financial year ended March 31, 2025.

The Company has voluntarily adopted a ‘Dividend Distribution Policy' in lines with the provisions of Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations").

5. Reserves:

During the financial year under review, a sum of 13 million (previous year 13 million) was transferred to the General Reserve.

6. Environmental, Social and Governance (ESG):

Sustainability has been ingrained into the core of the Company's operations, influencing its decision-making process across social, economic and environmental dimensions.

Environment

The resort has implemented several initiatives to promote energy conservation and sustainability. An in-house glass bottling plant has largely eliminated plastic bottles, while LED lighting and solar-powered pathway lights have reduced energy use. The use of variable frequency drives, heat pumps, and motion sensors further optimise efficiency and lower emissions.

On the water front, waterless urinals, aerators, and rainwater harvesting have together reduced consumption. In laundry operations, UPS systems and an automated dosing system prevent waste, save water and energy, and improve quality. Additionally, the STP water recycling system reuses the waste-water in the landscaping and gardening.

These measures have helped the resort lower its environmental footprint, improve operational efficiency, and strengthen its commitment to sustainability.

Social

Our people are our greatest strength. The Company invests in employee development and well-being through leadership programmes, food safety and ‘Train the Trainer' sessions, interdepartmental engagement, and team-building activities.

Beyond our workforce, the Company is actively involved in community upliftment through partnerships with:

(i) The Maharashtra State Women's Council – Supporting education for disadvantaged children and orphans.

(ii) Prasad Chikitsa – Advancing preventive healthcare, sanitation, hunger eradication, and eye care initiatives in Maharashtra.

(iii) Stree Shakti Kendra – A training centre located at the historic August Kranti Maidan, established with the purpose of empowering and uplifting women at large.

(iv) Rotary Club of Bombay – Supported through fundraising activities to aid a range of social welfare initiatives.

Governance

The Company recognises that robust governance practices are critical to delivering sustainable and responsible business outcomes. Its governance framework is structured to uphold transparency, accountability, and ethical conduct across all levels of operation.

Key elements of this approach include:

l Board Oversight: Active monitoring and integration of risks and opportunities into strategic decision-making by the Board of Directors.

l Policies and Standards: Adoption of policies and standards aligned with global best practices and regulatory requirements.

l Stakeholders' Engagement: Continuous dialogue with shareholders, employees, customers, and communities to address their concerns and incorporate their feedback into governance practices.

l Reporting and Transparency: Clear, comprehensive, and timely reporting that enables stakeholders to assess commitments, achievements, and areas for improvement.

7. Share Capital of the Company:

During the financial year under review, there was no change in share capital of the Company. As on March 31, 2025, the Authorised Share Capital of the Company was 25,00,00,000 (Rupees Twenty-Five Crore only) divided into 12,50,00,000 Equity Shares of 2 (Rupees Two only) each. The Paid-up Share Capital of the Company was 18,48,77,000 divided into 9,24,38,500 Equity Shares, having face value of 2 (Rupees Two only) each fully paid-up.

8. Subsidiary / Joint Ventures / Associate Companies:

During the financial year under review the Company had no subsidiary, joint ventures or associate company.

9. Corporate Social Responsibility (CSR) initiatives:

Pursuant to the provisions of Section 135 of the Companies Act, 2013 ("the Act"), read with the Companies (Corporate Social Responsibility) Rules, 2014, the Company has formed a Corporate Social Responsibility (‘CSR') Committee and a Policy on Corporate Social Responsibility (‘CSR Policy'). The CSR Policy is available on the website of the Company at https:// www.caravelabeachresortgoa.com/.

The Company was required to make a contribution of 52.46 Lakh towards its CSR obligation for financial year 2024-25 (previous year 27.09 Lakh). The amount to be spent for CSR obligation for financial year 2024-25 exceeds Rs. 50.00 Lakh accordingly in terms of aforementioned provisions of the Act the Company has constituted a CSR Committee on 14th August, 2024 comprising of 3 (three) members viz. Mrs. Menaka Sunder Advani, Non-Executive - Non Independent Director, Mrs. Nina Haresh Advani, Non-Executive - Non Independent Director and Mr. Nitin Kunkolienker, Non-Executive - Independent Director of the Company, and Mrs. Menaka Sunder Advani was appointed as the Chairperson of the Committee.

As part of CSR initiatives, during the financial under review the Board of Directors of the Company upon recommendation of CSR committee has approved an annual action plan viz. ‘CSR Annual Action Plan - 2024-2025' in accordance with Schedule VII of the Act read with CSR Policy, and the Company has made contributed in promoting Animal Welfare, Health Care including Preventive Health Care & Empowering Women. A sum of 62.64 Lakh was spent by the Company towards its CSR obligation for the financial year under review. Based recommendation of CSR Committee, the Board of Directors decided to carry forward the excess amount of 10.18 resulting in total carry over of 37.04 Lakh, for setting-off in succeeding years, which includes 26.86 Lakh surplus of previous financial years.

As required under the provisions of Rule 8 of the Companies (Corporate Social Responsibility) Rules, 2014, the brief outline / salient features of the CSR Policy of the Company and Annual Report on the initiatives undertaken by the Company towards its CSR obligations during the financial year under review are set out in "Annexure A", which forms part of this Report.

10. Business Risk Management:

The Company has a Business Risk Management (BRM) framework to identify and evaluate business risks and opportunities. This framework seeks to create transparency, minimize adverse impact on the business objectives and enhance the Company's competitive advantage. The business risk framework defines the risk management approach across the enterprise at various levels, including documentation and reporting. The Audit Committee and Board of Directors of the Company periodically reviews the risks and suggests steps to be taken to control and mitigate the same through a properly defined framework.

11. Particulars of Loans, Guarantees and Investments:

The details of loans given, guarantees provided and investments made by the Company as required under Section 186 of the Act, read with the Companies (Meetings of Board and Its Powers) Rules, 2014 are given under Notes to Accounts to the Financial Statements for the financial year ended March 31, 2025 and forming part of this Annual Report.

12. Whistle Blower / Vigil Mechanism Policy:

A fraud and corruption-free culture has been the core of the Company. The Company has established a vigil mechanism for reporting genuine concerns through the Whistle Blower Policy. It helps the Company to deal with instances of fraud and mismanagement, if any. The mechanism also provides for adequate safeguards against victimization of Directors and employees who avails of the mechanism and also provide for direct access to the Chairman of the Audit Committee in exceptional cases. The Whistle Blower Policy is posted on the Company's website at www.caravelabeachresortgoa.com/investorrelations.

We affirm that during the financial year under review, no employee or Director was denied access Chairman of the Audit Committee.

13. Directors and Key Managerial Personnel (KMP):

As on March 31, 2025, the Board of Directors comprised of 10 (ten) Directors, including one Independent Women Director. The Board has an appropriate mix of Executive Directors, Non-Executive Directors and Independent Directors, which is in compliance with the requirements of the Act and the Listing Regulations and is also aligned with the best practices of Corporate Governance.

(a) Appointment / Re-appointment:

Upon the recommendation of Nomination and Remuneration Committee and the Board of Directors of the Company, at the 37th Annual General Meeting (‘AGM') held on September 20, 2024, members of the Company:

(i) Appointed Mr. Prahlad S. Advani (DIN: 06943762) as Director of the Company who retired by rotation at the 37th AGM in terms of provisions of Section 152(6) of the Act;

(ii) Appointed Mr. Vinay Chauhan (DIN: 01846655) and Mr. Nitin Kunkolienker (DIN: 00005211) as Non-Executive Independent Directors, not liable to retire by rotation, for a term of 5 (five) consecutive years commencing from August 14, 2024 up to August 13, 2029; and

(iii) Appointed Mr. Anil Harish (DIN: 00001685) as Non-Executive Independent Director, not liable to retire by rotation, for a term of 5 (five) consecutive years commencing from November 14, 2024 up to November 13, 2029.

Upon the recommendation of Nomination and Remuneration Committee and the Board of Directors of the Company, at the 01/ 2024-25 Extra Ordinary General Meeting held on December 20, 2024, members of the Company:

(i) Re-appointed Mr. Sunder G. Advani (DIN: 00001365) as the Chairman & Managing Director of the Company, for a period of 5 (five) years w.e.f. March 1, 2025 to February 28, 2030.

(ii) Re-appointed Mr. Haresh G. Advani (DIN: 00001358) as the Executive Director of the Company, for a period of 5 (five) years w.e.f. March 1, 2025 to February 28, 2030.

(b) Cessation:

(i) Mr. Prakash Mehta (DIN: 00001366) and Mr. Vinod Dhall (DIN: 01551642) ceased to be an Independent Directors of the Company w.e.f. close of business hour of September 23, 2024, upon completion of their two consecutive terms as Independent Directors of the Company.

(ii) Mr. Adhiraj Harish (DIN: 03380459) ceased to be an Independent Director of the Company w.e.f. close of business hour of November 9, 2024, upon completion of his 2 (two) consecutive terms of appointment as Independent Directors of the Company.

The Board of Directors of the Company places on record its sincere appreciation for the invaluable contribution made and guidance provided by them during their tenure as an Independent Directors of the Company.

(c) Retirement by rotation:

In accordance with the provisions of Section 152 of the Act read with the Companies (Management and Administration) Rules, 2014 and Articles of Association of the Company, Mrs. Nina H. Advani (DIN: 00017274), Non-Executive Director of the Company retires by rotation at the ensuing 38th AGM and being eligible, has offered herself for re-appointment and the Board of Directors, on the recommendation of Nomination and Remuneration Committee, recommends her re-appointment as such to the members of the Company.

Brief resume and other details of the Director proposed to be re-appointed as stipulated under Regulation 36(3) of the Listing Regulations and Secretarial Standard - 2 on General Meetings (SS-2), is given in the Notice convening the 38th AGM of the Company.

(d) Declaration from Independent Directors:

The Company has received declarations from all its Independent Directors confirming that they meet the independence criteria prescribed under Section 149(6) of the Act and Regulations 16(1)(b) of the Listing Regulations. In accordance with the provisions of Regulation 25 of the Listing Regulations, they have further confirmed that they are not aware of any circumstance or situation that exists or is reasonably anticipated to arise which could impair their ability to discharge duties with objective, independent judgment and without external influence.

Independent Directors have also affirmed compliance with the provisions of Schedule IV of the Act and the Company's Code of Conduct. In addition, they have submitted declarations pursuant to Rule 6(3) of the Companies (Appointment and Qualification of Directors) Rules, 2014, confirming their enrolment in the Independent Directors' databank maintained by the Indian Institute of Corporate Affairs ("IICA") for the duration of their tenure.

The Board further confirms that none of the Directors of the Company are disqualified under the provisions of Section 164 of the Act and that all necessary disclosures under various provisions of the Act and the Listing Regulations have been duly made.

In the opinion of the Board, all Independent Directors are individuals of integrity, possessing the requisite expertise, experience, and are independent from the Management.

(e) Evaluation of the Board's Performance and Evaluation:

The Board of Directors has devised a policy pursuant to the provisions of the Act and the Listing Regulations for performance evaluation of the Chairman, Board as a whole, Individual Directors (including Independent Directors) and Committees which includes criteria for performance evaluation of Non-Executive Directors and Executive Directors.

The Nomination and Remuneration Committee has prescribed the methodology for effective evaluation of the Board, its Committees, and individual Directors, and has authorised the Board to carry out the evaluation in accordance with the prescribed process. Based on this framework, the Board has developed structured questionnaires to assess the performance of the Board, its Committees, individual Directors, and the Chairman.

Each Committee's performance was evaluated by the Board based on the evaluation reports submitted by the respective Committees. The reports on performance evaluation of individual Directors were reviewed by the Chaiman of the Board.

The evaluation framework for assessing the performance of Directors includes the following key parameters: (i) Attendance at Board and Committee meetings; (ii) Quality of contributions to Board deliberations; (iii) Strategic inputs and perspectives on the Company's future growth and performance; and (iv) Providing insights and feedback beyond the information presented by the Management.

(f) Familiarization Programme for Independent Directors:

In compliance with the provisions of Regulation 25(7) of the Listing Regulations, the Company conducts a familiarization programme designed to provide Independent Directors with an understanding of the hospitality industry landscape, the socio-economic environment in which the Company operates, its business model, operational and financial performance, and significant developments. This programme enables Independent Directors to take well-informed and timely decisions.

The programme also cover the roles, responsibilities, rights, and duties of Directors under the Companies Act, 2013 ("the Act") and other applicable laws.

The Company's policy on the familiarization programme, along with details of the sessions conducted for Independent Directors-including their roles, rights, responsibilities, industry overview, business model, and the number of hours spent by each Director is available on the Company's website at: www.caravelabeachresortgoa.com/investorrelations.

(g) K y Managerial Personnel: e

Pursuant to the provisions of Section 203 of the Act, the Key Managerial Personnel of the Company as on March 31, 2025 were as follows:

14. Particulars of Employees and Managerial Personnel Remuneration:

A. Details pursuant to the provisions of Section 197 of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:

Disclosure pertaining to remuneration and other details as required under Section 197 of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in "Annexure – B" which forms part of this Report.

The statement containing particulars of employees as required under Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided in a separate annexure forming part of this Report. Further in terms of Section 136 of the Act, the report and financial statements are being sent to the members excluding the aforesaid annexure. The said annexure is available for inspection at the registered office of the Company during the working hours and any member interested in obtaining a copy of the same may write to the Company Secretary & Compliance Officer of the Company and the same will be furnished on request.

B. Maternity Benefits Act, 1961

The Company believes in and practices no discrimination or no termination of employment on the grounds of maternity, promoting gender equity and facilitating a safe and supportive working environment, facilitating safe and hygienic working conditions in all office locations including plants, thus supporting the holistic well-being of all employees including women employees.

During the financial year under review, the Company has complied with the provisions of the Maternity Benefit Act, 1961, including the amendments thereto, by providing the prescribed maternity leave, benefits, and facilities to eligible women employees. Necessary awareness has been created among employees regarding their entitlements under the Act, and suitable workplace arrangements have been made in accordance with the applicable rules.

C. Information under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

The Company has zero tolerance towards sexual harassment at the workplace and towards this end, has adopted a policy in-line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules made thereunder. All employees (permanent, contractual, temporary, trainees) are covered under the said policy.

The Company has complied with the provisions relating to the constitution of the Internal Committee as required under Section 4 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. During the financial year under review no complaint was filed before the said Committee and there was no complaint pending at the beginning or end of the financial year under review.

15. Remuneration Policy:

Pursuant to the provision of Section 178 of the Act and Regulation 19 of the Listing Regulations and based on the recommendation of the Nomination and Remuneration Committee, the Board of Directors has adopted a policy governing the selection, appointment and remuneration of Directors, Key Managerial Personnel ("KMPs"), and Senior Management Personnel ("SMPs").

The policy stipulates that Directors, KMPs, and SMPs must possess high standards of integrity, relevant expertise, and appropriate experience. It also outlines the criteria for assessing qualifications, positive attributes, independence of directors, and other factors to be considered when recommending candidates for appointment to these positions.

The primary objective of the policy is to ensure that the level and structure of remuneration is adequate to attract, retain, and motivate competent individuals, while remaining consistent with the Company's long-term objectives and shareholders' interests.

The Remuneration Policy is placed on the website of the Company viz. https://www.caravelabeachresortgoa.com/investor-relations. html.

16. Management Discussion and Analysis & Corporate Governance Reports:

Pursuant to the provisions of Regulations 34(2) & (3) and Schedule V of the Listing Regulations, the following have been made part of this Report and is attached with this report:

l Management Discussion and Analysis Report; l Corporate Governance Report; l Declaration on compliance with Code of Conduct;

l Certificate from Practicing Company Secretary that none of the Directors on the Board of the Company have been debarred or disqualified from being appointed or continuing as Directors of the Company; and

l Auditors' Certificate regarding compliance conditions of Corporate Governance.

17. Compliance with Secretarial Standards:

The Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and your Directors confirm compliance of the same during the financial year under review.

18. Adequacy of Internal Financial Control System with reference to the Financial Statements:

The Company has established and implemented a process-driven framework for Internal Financial Controls (IFC), in line with the explanation provided under Section 134(5)(e) of the Companies Act, 2013. The internal control system is founded on the principles of integrity and operational excellence, ensuring effective governance across all business functions.

Independent evaluations of the internal controls by the Internal Auditors, along with timely remediation of identified deficiencies, have strengthened the framework, making it commensurate with the size and complexity of the Company's operations. The framework comprises two key components:

1. Structures, policies and guidelines designed to ensure operational efficiency, effectiveness, and compliance with applicable laws and regulations; and

2. An assurance mechanism provided by Internal Auditors.

The Company maintains Standard Operating Procedures (SOPs) for its various processes, which are periodically reviewed and updated to align with evolving business needs. Internal Auditors continuously monitor the effectiveness of these controls and adherence to SOPs, with the objective of providing the Audit Committee and the Board of Directors with independent, objective, and reasonable assurance on the adequacy and effectiveness of the Company's risk management, control, and governance processes. This structured approach ensures compliance with the provision of Section 138 of the Act and the applicable provisions of the Listing Regulations.

The Audit Committee regularly review Internal audit reports, significant observations made therein and the status of follow-up actions. It also engages with the Company's Statutory Auditors to discuss the financial statements, accounting policies, internal control adequacy and overall financial reporting framework.

In addition, the Internal Auditors identify opportunities for process improvements aimed at adding value to the organization and follow up on the implementation of corrective measures post review by the Audit Committee.

The Board affirms that the Company has adequate and effective IFCs in place, commensurate with the nature and scale of its operations. These controls are operating effectively, with no material weaknesses observed. The Company also maintains a continuous monitoring mechanism to identify potential gaps and implement new or improved controls where such gaps could materially impact operations.

19. Directors' Responsibility Statement:

Pursuant to the provisions of Section 134(3)(c) read with Section 134(5) of the Act, the Board of Directors, to the best of its knowledge and ability, confirms that:

(i) In the preparation of the Annual Accounts, the applicable accounting standards have been followed and there are no material departures;

(ii) They 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 financial year ended March 31, 2025 and of the profit of the Company for that period;

(iii) They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) They have prepared the Annual Accounts for the Financial Year ended March 31, 2025 on a "going concern" basis;

(v) They have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

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

20. Auditors:

(a) Statutory Auditors and their Report:

Pursuant to the provision of Section 139 of Act read with the Companies (Audit and Auditors) Rules, 2014, the members of the Company, at the 35th AGM held on September 27, 2022, appointed M/s. J. G. Verma & Co., Chartered Accountants (ICAI Firm Registration No. 111381W), as the Statutory Auditors of the Company for a term of 5 (five) consecutive years, to hold office from the conclusion of the 35th AGM until the conclusion of the 40th AGM to be held for the financial year ending March 31, 2027.

M/s. J. G. Verma & Co. have provided a written confirmation that they are not disqualified from continuing as Statutory Auditors in accordance with the provision of Sections 139 and 141 of the Act and the Companies (Audit and Auditors) Rules, 2014.

The Statutory Auditors' Report on the Financial Statements for the year under review does not contain any qualifications, reservations, adverse remarks, or disclaimers. The observations and comments made in the Report, read together with the notes to the accounts, are self-explanatory and do not require any further explanation under Section 134(3) of the Act.

(b) Secretarial Auditor and their Report:

Pursuant to the provisions of Section 204(1) of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. BNP & Associates, Company Secretaries, to undertake Secretarial Audit of the Company for the financial year under review. The Secretarial Audit Report is annexed to this report as "Annexure – C" forming a part of this Report.

Pursuant to the provisions of Section 204 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and amended Regulation 24A of the Listing Regulations, the Board, at its meeting held on 1 August, 2025, based on the recommendation of the Audit Committee, has appointed M/s. BNP & Associates, Practicing Company Secretaries (Firm Registration No. P2014MH037400), a peer reviewed firm as Secretarial Auditors of the Company for a term of 5 (five) consecutive years commencing from financial year 2025-26 to financial year 2029-30, to conduct the secretarial audit of the Company at such fees as may be mutually agreed between the Board of Directors of the Company and the Secretarial Auditors from time to time, subject to approval of the members of the Company in the ensuing AGM. Your Directors seek members' approval for appointment of M/s. M/s. BNP & Associates as Secretarial Auditors of the Company, as aforesaid.

M/s. BNP & Associates have confirmed they are not disqualified from being appointed as Secretarial Auditors of the Company and satisfy the prescribed eligibility criteria.

(c) Internal Auditors:

Pursuant to the provisions of Section 138 of the Act read with the Companies (Accounts) Rules, 2014, the Board, on recommendation of the Audit Committee, re-appointed M/s. BDO India LLP, as Internal Auditors of the Company for the financial year 2024-25.

The Internal Auditors monitor and evaluate the efficacy and adequacy of internal control system in the Company, its compliances with operating systems, accounting procedures and policies at all locations of the Company and reports are presented to the Audit Committee periodically.

(d) Cost Records and Cost Audit:

During the financial year under review, the provisions of Section 148(1) of the Act and rules made thereunder relating to maintenance of cost records and requirement of cost audit are not applicable for the business activities carried out by the Company.

(e) Reporting of frauds by Auditors:

During the financial year under review, none of the Auditors of the Company have reported any fraud as specified under the provision of Section 143(12) of the Act.

21. Conservation of Energy, Technology, Absorption, Foreign exchange earnings and outgo:

As required under Section 134(3)(m) of the Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014, the particulars relating to conservation of energy, technology absorption and foreign exchange earnings and outgo are given in "Annexure D" hereto, and forming part of this Report.

22. Annual Return:

The Annual Return of the Company as on March 31, 2025, in accordance with the provision of Section 92(3) read with the Section 134(3)(a) of the Act will be placed on the website of the Company and can be accessed at the link www.caravelabeachresortgoa.com /investorrelations.

23. Meetings of the Board:

The Board of Directors met 5 (five) times during the financial year 2024-25. The details of the Board meetings and the attendance of the directors are provided in the Corporate Governance Report. The gap between two consecutive Board meetings was within the period prescribed under the Act and Listing Regulations. Notice is given to all directors to schedule the Board Meetings (including Committee Meetings) well in advance. The agenda and detailed notes on agenda are also sent in advance and directors can seek further information or clarification on the agenda items before the meetings so that there is adequate participation of all. All decisions at the Board Meeting and Committee Meetings were adopted either unanimously or by majority.

24. Committees of the Board:

Your Company has duly constituted the following Committees as per applicable provisions under the Act and the Listing Regulations:

1. Audit Committee;

2. Stakeholders' Relationship Committee;

3. Nomination and Remuneration Committee; and

4. Corporate Social Responsibility Committee.

Details of the Committees constituted by the Board under the Act and Listing Regulations, along with their composition and changes, if any, during the financial year, and the number and dates of meetings held during the financial year under review are provided in the Corporate Governance Report, which forms part of this report.

25. Audit Committee and its composition:

The Audit Committee is duly constituted as per the provisions of Section 177 of the Act and Regulation 18 of Listing Regulations. As on March 31, 2025, the Audit Committee comprised of Mr. Anil Harish, Mr. Nitin Kunkolienker, Mr. Vinay Chauhan and Mrs. Menaka S. Advani. Mr. Anil Harish is Chairman of Audit Committee of the Company.

The Company Secretary & Compliance Officer of the Company acts as Secretary of the Audit Committee. All the recommendations made by the Audit Committee were accepted by the Board of Directors of the Company. Other details with respect to Audit Committee are given in Corporate Governance Report, which forms part of this Annual report.

The Audit Committee of the Company reviews the reports to be submitted to the Board of Directors with respect to auditing and accounting matters. It also supervises the Company's internal control, financial repor ting process and vigil mechanism.

26. Particulars of contracts or arrangements with related parties referred to in Section 188(1) of the Act:

All contracts / arrangements / transactions entered by the Company during the financial year under review with related parties were in the ordinary course of business on arm's length basis and are entered into based on considerations of various business exigencies, such as synergy in operations, their specializations etc. and to further the Company's interests.

During the financial year under review the Company had no material transactions with related parties falling under the scope of Section 188(1) of the Act. Hence the Company is not required to furnish disclosure of material related party transactions as required under the provision of Section 134(3)(h) of the Act in Form AOC-2 for the financial year under review.

All Related Party Transactions are presented to and approved by the Audit Committee and Board of Directors of the Company. In accordance with the provisions of Regulation 23 of the Listing Regulations the Company has adopted the policy on related party transactions and the same is available on the Company's website at www.caravelabeachresortgoa.com/investorrelations.

27. Investor Education and Protection Fund (IEPF):

Pursuant to the provisions of Section 124(5) of the Act read with the IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (‘the Rules'), all Unpaid or Unclaimed Dividends are required to be transferred by the Company to the IEPF established by the Government of India after the completion of seven years. Further, according to the said Rules, the shares on which Dividend remained unpaid or unclaimed by the shareholders for seven consecutive years or more shall also be transferred to the demat account of the IEPF Authority. Accordingly, during the financial year 2024-25, the Company transferred 21,796 Equity Shares on April 25, 2024, 5,92,780 Equity Shares on May 14, 2024 (Bonus Shares on Shares already lying with IEPF) and 60,868 Equity Shares on February 21, 2025 to the demat account of the IEPF Authority as per the requirements of the IEPF Rules for the dividend remained unclaimed / unpaid upto financial years 2017-18.

In terms of the provisions of Sections 124(5) and 125 of the Act and said Rules, during the financial year under review, an amount of 6,01,037 being remained unpaid / unclaimed dividend of 1st Interim Dividend paid for the financial year 2017-18 was transferred to the IEPF Authority.

Further the unpaid and unclaimed dividend amount of Final Dividend paid for the financial year 2017-18 lying with the Company is due for transfer to the IEPF in the month of September 2025. The details of the same are available on the Company's website viz. https://www.caravelabeachresortgoa.com/.

Mr. Deepesh Joishar, Company Secretary & Compliance Officer of the Company was appointed as Nodal Officer to ensure compliance with the IEPF Rules w.e.f. May 22, 2024.

28. Transfer of Unclaimed Shares to Unclaimed Suspense account of the Company:

The details relating to transfer of shares to the unclaimed Suspense account as specified in Schedule VI of the SEBI Listing Regulations and the number of shares transferred from the Unclaimed suspense account to the respective shareholders are provided in the Corporate Governance Report, which forms part of this Report.

29. Other Disclosures:

Your Directors state that no disclosure or reporting is required with respect of the following matters as there were no transactions on these matters during the financial year under review:

l The Company is a debt-free Company and has not obtained credit ratings dur ing the financial year 2024-25; l Details relating to deposits covered under Chapter V of the Act; l Issue of equity shares with differential rights as to dividend, voting or otherwise;

l No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company's operations in future. However, members' attention is drawn to the Statement on Contingent Liabilities in the Notes forming part of the Financial Statements;

l There has been no change in the nature of business of the Company;

l There were no material changes and commitments affecting the financial position of the Company between the end of the financial year to which the Financial Statements relate and the date of this report.

l No proceeding are initiated & pending under the Insolvency and Bankruptcy Code, 2016.

l There was no instance of one-time settlement with any Bank or Financial Institution.

30. Acknowledgements:

We are deeply grateful to our Directors for their unwavering support and guidance over the years. Our heartfelt thanks also go to our Shareholders, Tour Operators, Travel Agents, and partners such as Booking.com and MakeMyTrip. Our repeat guests have been a cornerstone of our strength and resilience, and we are truly thankful for their continued trust.

We sincerely appreciate the dedication of our Employees, the support of our Bankers, and the cooperation of various Government officials across the Ministries of Finance, Home, Commerce, External Affairs, Tourism, Civil Aviation, Labour, Road Transport, and NITI Aayog. We extend our gratitude to the Government of Goa, particularly the Honourable Chief Minister, as well as the Village Panchayat of Varca for their steadfast support.