To the Members,

Advani Hotels & Resorts (India) Limited

Your Directors take pleasure in presenting the Thirty-Ninth (39^th) Annual Report together with the Audited Financial Statements of the Company for the Financial Year ended March 31, 2026.

1. Financial Results

Your Company's financial performance during the Financial Year ended March 31, 2026 is summarised below:

(Rs in Million)

2. Operational Performance of the Company:

During the Financial Year 2025-26, macroeconomic damage coupled with geopolitical uncertainty, annual occupancy fell by 10.5% (i.e. from 82.0% to 73.4%). Despite this impact on occupancy, the Company was able to report growth in Average Total Revenue Per Occupied Room Per Night (TRevPOR) (after subtracting taxes) by 6.9% from Rs19,725 per room per night in Financial Year 2024-25 to Rs 21,086 in the Financial Year 2025-26.

Exceptional items for the year include a one-time impact of Rs 9.01 million on account of the implementation of new labour codes and its impact for earlier years.

Total dividend payout for the current Financial Year is Rs 166.39 million, i.e. 70% payout of net profit after tax.

To ensure that the carrying amount of land reflects its current fair value, the Company has changed its accounting policy for the measurement/revaluation of its freehold land classified under Property, Plant and Equipment from the ‘Cost Model' to ‘Revaluation Model', as permitted under Ind AS 16. Pursuant to the above-mentioned change in accounting policy, the carrying amount of freehold land is increased by Rs 4,272.67 million with a corresponding credit to revaluation surplus under the head Other Equity through OCI.

Awards and Recognitions during the Financial Year 2025-26

During FY 2025 to 2026, Caravela Beach Resort Goa further strengthened its position as one of Goa's leading luxury hospitality destinations, earning recognition across hospitality, dining, weddings, MICE, and guest experience platforms.

The year witnessed several landmark achievements for the resort and its signature dining destinations. Beach Hut was honoured as the ‘Best Shack in Goa' at the Food Connoisseurs India Awards, West India Edition, and later received the ‘Iconic Luxury Beach Shack of the Year' recognition at the Times Hospitality Icons 2025. Reinforcing its culinary leadership, Beach Hut also won the ‘Best Regional Indian Premium Dining' award at the Times Food and Nightlife Awards Goa 2026.

Caravela Beach Resort Goa was recognised as the ‘Iconic 5 Star Deluxe Beach Resort in Goa' at the Times Hospitality Icons 2025, reflecting the resort's continued excellence in luxury hospitality and guest experiences. The resort also strengthened its position in destination celebrations and events by receiving the ‘Best Luxury Beachfront Wedding Resort in Goa 2025' award at the Shubh Food Travel and Wedding Tourism Expo Summit and Awards, as well as the ‘Best MICE Resort of Goa' honour at the India MICE Awards 2025.

Further affirming its reputation on the global stage, the resort received the international ‘Best Beach Retreat for Festive and Cultural Celebrations 2025' award at the Seven Stars Luxury Hospitality and Lifestyle Awards 2025, recognising its distinctive blend of luxury, cultural experiences, and festive hospitality.

The year also marked continued global appreciation from travellers and guests. Caravela Beach Resort Goa received the Booking.com ‘Traveller Review Award 2026' with an impressive guest rating of 8.7 out of 10, marking its eighth consecutive year of recognition for exceptional guest satisfaction. Adding to this international acclaim, the resort was also honoured with the prestigious ‘TripAdvisor Travellers' Choice Award' in 2023, placing it among the world's highly rated hotels based on consistently positive traveller reviews and experiences.

3. Borrowings:

The Company more or less remains debt-free and maintains sufficient liquid reserves to meet its strategic and operational requirements. The year-end overdraft drawn is due to the issue of cheques.

4. Dividend and Dividend Distribution Policy:

During the Financial Year 2025-26, to reward its shareholders for their longstanding support, the Company declared two interim dividends viz. 1^st (first) Interim Dividend of Rs 1/- (Rupee One only) per Equity Share of Rs 2/- (Rupees Two only) representing 50% (Fifty Percent) of the paid-up Equity Share Capital of the Company on January 23, 2026, and the 2^nd (second) Interim Dividend of

Rs 0.80 (Eighty Paise only) per Equity Share representing 40% (Forty Percent) of the paid-up Equity Share Capital on May 23, 2026, for the Financial Year ended March 31, 2026. The total Interim Dividend outgo for the Financial Year 2025-26 was Rs166.39 million, as compared to Rs 175.63 million in the previous Financial Year 2024-25.

To conserve resources for future growth requirements, the Board of Directors does not recommend any further dividend for the Financial Year ended March 31, 2026.

The Company has voluntarily adopted a ‘Dividend Distribution Policy' in line with the provisions of Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"). The policy can be accessed on the Company's website at https://www.caravelabeachresortgoa.com/investor-relations/corporate-policies.html.

5. Reserves:

During the Financial Year under review, a sum of Rs 3 million (previous year Rs 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 eliminated plastic bottles, while LED lighting and solar-powered pathway lights have reduced energy use. VFD starters, electric heat pumps, and motion sensors further optimise efficiency and lower emissions.

On the water front, waterless urinals, aerators, and rainwater harvesting have significantly 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 treated water for 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 programs, 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 par tnerships with:

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

(ii) The Freeset Trust – Empowering individuals in Kolkata's Sonagachi area with essential life skills and healthcare.

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

(iv) In Defence of Animals – Advocating for animal rights and welfare.

(v) Goa GPRS – Promoting animal welfare, rescue, and education on environmental and humane values in South Goa.

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 & integration of risks & 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, covering areas such as environmental stewardship and corporate ethics.

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 the share capital of the Company. As on March 31, 2026, the Authorised Share Capital of the Company was Rs 250,000,000/- (Rupees Two Hundred Fifty Million only) divided into 125,000,000 Equity Shares of Rs 2/- (Rupees Two only) each. The Paid-up Share Capital of the Company was Rs 184,877,000/- divided into 92,438,500 Equity Shares, having a face value of Rs 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 has adopted Policy on Corporate Social Responsibility(‘CSR Policy'). The CSR Policy is available on the website of the Company at https:// www.caravelabeachresortgoa.com/.

As part of CSR initiatives, during the Financial Year under review, the Board of Directors of the Company, upon recommendation of the CSR Committee, has approved an annual action plan, viz. ‘CSR Annual Action Plan – 2025-26' in accordance with Schedule VII of the Act read with CSR Policy, and the Company has contributed for promoting Animal Welfare, Health Care including Preventive Health Care & Empowering Women.

During the Financial Year 2025-26, the Company was required to spend Rs 7,129,340/- towards its CSR obligations. The Company had spent Rs 6,959,240/-. Further, an amount of Rs 3,703,982 was available for set-off, being surplus of previous years, resulting in an excess CSR contribution by Rs 3,533,882/- for the Financial Year 2025-26. Accordingly, during Financial Year 2025-26, the Company spent Rs 3,533,882/- in excess of its CSR obligations. Based on the recommendation of CSR Committee, the Board of Directors decided to carry forward the excess amount of Rs 3,533,882/-, for setting-off in succeeding 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, minimise 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 review the risks and suggest 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, 2026, 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 victimisation of Directors and employees who can avail the mechanism and provides direct access to the Chairman of the Audit Committee in appropriate and 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 to the Chairman of the Audit Committee.

13. Directors and Key Managerial Personnel (KMP):

As on March 31, 2026, the Board of Directors comprised 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:

(i) Upon the recommendation of the Nomination and Remuneration Committee and the Board of Directors of the Company, at the 38^th Annual General Meeting (‘AGM') held on September 29, 2025, members of the Company re-appointed Ms. Nina H.

Advani (DIN: 00017274) as Director of the Company, who retired by rotation at the 38^th AGM in terms of the provisions of Section 152(6) of the Act;

(ii) Upon the recommendation of the Nomination and Remuneration Committee and the Board of Directors of the Company, at the 01/2025-26 Extraordinary General Meeting held on August 29, 2025, members of the Company re-appointed Mrs. Ragini Chopra (DIN: 07654254) as Non-Executive Independent Director of the Company, for a further period of 5 (five) consecutive years w.e.f. August 30, 2025, to August 29, 2030.

(iii) Upon the recommendation of the Nomination and Remuneration Committee, the Board of Directors of the Company in its meeting held on January 23, 2026 appointed Mr. Milind Nigam (Membership No.: A20994), as Company Secretary & Compliance Officer w.e.f. February 21, 2026.

(b) Cessation:

(i) Mr. Deepesh Joishar (Membership No.: A29203), upon resignation from the services of the Company ceased to be Company Secretary & Compliance Officer w.e.f. closing hours of Februar y 20, 2026.

(c) Retirement by rotation:

In accordance with the provisions of Section 152(6) of the Act read with the Companies (Management and Administration) Rules, 2014 and Articles of Association of the Company, Mr. Haresh G. Advani (DIN: 00001358), Executive Director of the Company retires by rotation at the ensuing 39^th AGM and being eligible, has offered himself for re-appointment and the Board of Directors, on the recommendation of Nomination and Remuneration Committee, recommends his 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), are given in the Notice convening the 39^th 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(2) 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) Annual Performance and Board's 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, the 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 evaluate 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 Chairman 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 management.

(f) Familiarization Programme for Independent Directors:

In compliance with the provisions of Regulation 25(7) of the Listing Regulations, the Company conducts familiarisation program 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 program enables Independent Directors to take well-informed and timely decisions.

The program also covers 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 familiarisation program, 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) Key Managerial Personnel:

Pursuant to the provisions of Section 203 of the Act, the Key Managerial Personnel of the Company as on March 31, 2026, 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 on 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 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 the details as required under Section 134(3) of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014, are as follows:

(a) number of complaints of sexual harassment received in the year: Nil (b) number of complaints disposed of during the year: Nil (c) number of cases pending for more than ninety days: Nil

D. Number of employees as on the closure of Financial Year ended 31^st March, 2026:

15. Remuneration Policy:

Pursuant to the provisions 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 are attached to this Report:

l Management Discussion and Analysis Report; l Corporate Governance Report; l Declaration on compliance with the 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 with the 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 with 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, intending to provide 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 provisions 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 organisation 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 to give a true and fair view of the state of affairs of the Company as at the Financial Year ended March 31, 2026 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, 2026 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 are adequate and operating effectively.

20. Auditors:

(a) Statutory Auditors and their Report:

Pursuant to the provisions of Section 139 of the Act read with the Companies (Audit and Auditors) Rules, 2014, the members of the Company, at the 35^th 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 35^th AGM until the conclusion of the 40^th 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 provisions 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.

(b) Secretarial Auditor and their Report:

Pursuant to the provisions of Section 204 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Regulation 24A of the Listing Regulations, the Board, at its meeting held on August 1, 2025, Members of the Company 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, at their 38^th AGM held on September 29, 2025. The Secretarial Auditors have issued Secretarial Compliance Report and Secretarial Audit Report for the Financial Year ended 31^st March, 2026.

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

The Secretarial Auditors' Report for the year under review does not contain any qualifications, reservations, adverse remarks, or disclaimers. The observations and comments made in the Report are self-explanatory and do not require any further explanation.

(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 2025-26.

The Internal Auditors monitor and evaluate the efficacy and adequacy of the internal control system in the Company, its compliance 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 the maintenance of cost records and the requirement of Cost Audit do not apply to 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 has reported any fraud as specified under the provisions 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, 2026, in accordance with the provisions of Section 92(3) read with 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/ investor relations.

23. Meetings of the Board:

The Board of Directors met 7 (seven) times during the Financial Year 2025-26. 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 the 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.

The details of the Board Meetings held during the Financial Year under review are as under:

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.

The details of the Committee meetings held during the Financial Year under review are as under:

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 the Listing Regulations. As on March 31, 2026, the Audit Committee comprised Mr. Anil Harish, Mr. Nitin Kunkolienker, Mr. Vinay Chauhan and Mrs. Menaka S. Advani. Mr. Anil Harish is the Chairman of the 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 the Audit Committee are given in the 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 into by the Company during the Financial Year under review with related parties were in the ordinary course of business on an arm's-length basis, details of which are given under notes to accounts on financial statements forming part of this Annual Report, and were entered into based on considerations of various business exigencies, such as synergy in operations, their specialisations, 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 the 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 2025-26, the Company transferred 12,673 Equity Shares on November 04, 2025 to the demat account of the IEPF Authority as per the requirements of the IEPF Rules for the dividend that remained unclaimed/unpaid up to Financial Year 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 Rs 153,361/- being remained unpaid/unclaimed dividend of the Final Dividend paid for the Financial Year 2017-18 and an amount of Rs 312,591/- being remained unpaid/unclaimed dividend of the First Interim Dividend paid for the Financial Year 2018-19, was transferred to the IEPF Authority.

Further, as required under the IEPF Rules, the Company transferred following unclaimed/unpaid Dividends and Equity Shares to the demat account of the IEPF Authority:

1. 6,636 Equity Shares were transferred on April 29, 2026 for the First Interim Dividend that remained unclaimed/unpaid for the Financial Year 2018-19;

2. an amount of Rs 669,413/- being remained unpaid/unclaimed dividend of the Second Interim Dividend paid for the Financial Year 2018-19;

The Company is in process of transferring Equity Shares to the demat account of the IEPF Authority as per the requirements of the IEPF Rules for the 2^nd interim dividend that remained unclaimed/unpaid for the FY 2018-19;

The unpaid and unclaimed dividend amount of the First Interim Dividend paid for the Financial Year 2019-20 lying with the Company is due for transfer to the IEPF in the month of October 2026. The details of the same are available on the Company's website, viz. https://www.caravelabeachresortgoa.com/.

Mr. Milind Nigam, Company Secretary & Compliance Officer of the Company, has been appointed as Nodal Officer to ensure compliance with the IEPF Rules w.e.f. February 21, 2026.

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

The details relating to the 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 to the following matters as there were no transaction on these matters during the Financial Year under review:

l The Company is more or less debt-free and has not obtained credit ratings during the Financial Year 2025-26; l The Company has not accepted / renewed / repaid any deposits covered under Chapter V of the Act; l The Company has not issued any equity shares with differential rights as to dividend, voting or otherwise;

l No significant or material orders were passed by the Regulators, Courts or Tribunals that impact the going concern status and the 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 the business of the Company; l No material changes and commitments were 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 proceedings are initiated & pending under the Insolvency and Bankruptcy Code, 2016.

l There was no instance of a 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.