Advani Hotels & Resorts (India) Ltd

To the Members,

Advani Hotels & Resorts (India) Limited

Your directors take pleasure in presenting the Thirty Seventh (37^th) Annual Report together with the Audited Financial Statements of the Company for the Financial Year ended March 31, 2024.

1. Financial Results

Your Company's financial performance during the Financial Year ended March 31, 2024 is summarized below:

(Rs.in Million)

* Earning Per Share for the year 2022-2023 has been adjusted against for the current and previous period and presented in accordance with Ind AS 33, "Earning Per Share". (Refer Paragraph 7 for further details of bonus issue).

2. Operational Performance of the Company:

The Company has maintained the business momentum and achieved a total income of 1084.4 million during the Financial Year 2023 – 2024, which was 8% higher compared to 1006.3 million in the previous Financial Year. This is despite diversion of several flights from Dabolim Airport in South Goa to the new MOPA Airport in North Goa, increase in domestic tourists traveling overseas for holidays and a reduction in foreign tourists into Goa. The Caravela organized 45 weddings in FY24, representing the hotel's all-time high wedding business. Additionally, improvements in MICE (Meetings, Incentives, Conferences and Exhibitions) further boosted revenue.

During the Financial Year 2023 – 2024, the Company declared maiden Bonus Issue of Equity Shares in the ratio of 1:1 i.e. 1 new Equity Share for every 1 Equity Share held and two interim dividends to reward the shareholders of the Company for their longstanding support.

The Hotel recorded an average occupancy of 83.9% in FY24, compared to 82.5% in FY23. The Total Revenue Per Occupied Room per night (TRevPOR) also increased during FY24 to 18,798, up from 17,556 in FY23.

During the Financial Year 2023 – 2024, the Company experienced a decline in earnings before interest, taxes, depreciation and amortization (EBITDA) to 369.2 million, representing a decrease from 411.5 million in the previous Financial Year. The Company achieved EBITDA margin of 34%.

After considering finance costs of 1.2 million and depreciation of 33.1 million, Profit Before Tax was 334.9 million, which is 13% lower than the previous Financial Year.

With a tax provision of 85.3 million, Profit After Tax amounted to 249.6 million in the Financial Year, compared to 286.0 million in the previous Financial Year.

The other highlights for the Financial Year 2023 – 2024 are as follows:

3 Cash Generated from Operations of 379.8 million in the Financial Year, versus 356.9 million in the previous Financial Year.

3 Return on Assets of 26.3% in the Financial Year, versus 34.7% in the previous Financial Year.

3 Mr. Sunder G. Advani, Chairman & Managing Director of the Company, received the ‘Lifetime Achievement Award' from Economic Times – ET Hospitality.

3 Mr. Prahlad S. Advani, CEO of the Company, was honored with the ‘Excellence in Business Award' by Economic Times – ET Hospitality.

3 The Caravela Beach Resort, Goa, has been granted the 5-Star DELUXE classification by the Ministry of Tourism, Government of India.

3 The Caravela Beach Resort, Goa, received the ‘Excellence in Luxury Award' at the prestigious Economic Times – ET Hospitality Awards Goa 2023.

3 The Caravela Beach Resort, Goa has proudly received the prestigious Booking.com ‘Travellers Review Award' for the year 2024, marking its seventh consecutive win. This award is based on verified customer satisfaction scores and reviews from our esteemed guests.

3 The Caravela Beach Resort, Goa was honored with the "TripAdvisor Travelers' Choice Award for 2023". This accolade underscores our unwavering dedication, hard work, and commitment to excellence in the hospitality sector. Achieving recognition among the top 10% of properties globally is a remarkable feat, reflecting the exceptional experiences and positive feedback shared by our guests.

3 The Caravela Beach Resort, Goa achieved the prestigious ‘Level 3 Travel Sustainable Badge' from Booking.com, acknowledging our Company's substantial investments and efforts towards implementing impactful sustainability and eco-friendly practices.

3 The Caravela Beach Resort has been recognized as the ‘Best Luxury Beachfront Wedding Resort India' for 2023 by Hotel of the Year.

3 The Beach Hut restaurant at the Caravela Beach Resort, Goa, received the ‘Times Food Award 2024'.

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:

The Company declared its first Interim Dividend of 2 per Equity Share, representing 100% of the paid-up Equity Share Capital, on January 29, 2024. Additionally, the Company declared a second Interim Dividend of 0.80 per Equity Share, constituting 40% of the paid-up Equity Share Capital (Post Bonus), on May 22, 2024, for the Financial Year ended March 31, 2024.

This makes the total Interim Dividends for the FinancialYear 2023 – 2024 to 166.39 million, versus 157.1 million in the previous Financial Year 2022 – 2023. The Company's share capital increased due to the issuance of bonus shares; hence dividend payouts are not comparable with previous years.

To conserve resources for future growth requirements, your Board is not recommending any further dividend for the Financial Year under review.

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.

During the financial year under review, the Company successfully launched the ‘Caravela Aqua' water bottling plant at its Goa hotel. This initiative not only reduced the cost of packaged bottles but also significantly cuts down on the use of single-use plastic bottles. Additionally , the Company has upgraded its infrastructure with new installations such as cold room, UV water purifier, new baggage scanner and door frame metal detector.

Moreover, the implementation of Variable Frequency Drives (VFDs) on numerous motors has enhanced efficiency and contributed to electricity savings. The Company has also optimized its HVAC systems to further manage overall electricity consumption. The Aerator added in guest rooms and public area taps have resulted into considerable saving in water .

Furthermore, to cater to eco-conscious customers and promote sustainable practices, the Company has introduced an EV charging station at the hotel.

The Company has recently acquired the following electric buggies:

(i) Guest transportation buggy – A new buggy specifically for transporting elderly guests from the beach lawns to the lobby or their rooms.

(ii) Wheelchair-passenger buggy – This buggy is wheelchair-accessible, equipped with a ramp and designed to safely transport mobility-challenged guests with secure seating.

(iii) Freight buggy – dedicated to delivering fresh, purified water to different areas within the hotel.

The Employees of the Company are considered primary assets and are supported through various initiatives such as Leadership Programs, Food Safety Training, Train the Trainer sessions, interdepartmental engagement and team building activities. Additionally, a new staff coach has been introduced to further bolster employees' safety.

The Company is also actively engaged with following NGO's / Trusts to carry out its Corporate Social Responsibility activities. (i) Maharashtra State Women's Council – A Non-Governmental Organisation headquartered in South Mumbai that has over 14 projects, self-created agencies and groups. The Company has collaborated with this organisation to sponsor the education of less-fortunate children and orphans.

(ii) The Freeset Trust – A Non-Governmental Organisation working in the Sonagachi red-light area of Kolkata, imparting the life-skills necessary to truly experience freedom, i.e. reading, writing, budgeting and basic health care to those who truly need it.

(iii) Prasad Chikitsa – A charitable trust in Maharashtra, engaged in upliftment of children and communities through medical programmes, community outreach activities and more. The Company has collaborated with this organisation to contribute towards various initiatives such as eradicating hunger and malnutrition, promoting preventive healthcare and sanitation, as well as organising eye camps that conduct cataract operations.

(iv) In Defense of Animals – A non-profit animal protection organisation, dedicated towards establishing and defending the rights of all animals.

(v) Goa Gomantak Pashu Rakshak Sanstha (GoaGPRS) – An NGO in South Goa which undertakes various initiatives including rescue centres, adoption camps, medical outreach programmes and a LEARN Centre focused on educating children about being kind to each other, the environment and animals.

The Company understands the importance of robust governance practices in achieving sustainable and responsible business outcomes. The governance framework is designed to ensure transparency, accountability, and ethical conduct across all levels of our operations. Key highlights of governance approach include:

Board Oversight: The Board of Directors actively oversees risks and opportunities, integrating them into strategic decision-making processes.

Policies and Standards: The Company has established clear policies and standards that align with global best practices and regulatory requirements, encompassing areas such as environmental stewardship and corporate ethics.

Stakeholder Engagement: Regular engagement with stakeholders, including shareholders, employees, customers and communities, ensures that we address their concerns and integrate their feedback into our governance practices.

Reporting and Transparency: Transparent reporting on performance allows stakeholders to evaluate our commitments, achievements and areas for enhancement.

7. Share Capital of the Company:

As on March 31, 2024, 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.

During the Financial Year, the Company has allotted Bonus Equity Shares in the ratio of 1:1, i.e. 1 new Equity Share for every 1 Equity Share held on the Record Date. Consequently, the Paid-up Share Capital of the Company increased from 9,24,38,500 divided into 4,62,19,250 Equity Shares, having face value of 2 each fully paid-up, to 18,48,77,000, divided into 9,24,38,500 Equity Shares, having face value of 2 each fully paid-up.

8. Subsidiary / Joint Ventures / Associate Companies:

The Company had no Subsidiary, Joint Ventures or Associate Company during the Financial Year under review.

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 Policy on Corporate Social Responsibility (‘CSR Policy'). As part of its initiatives under CSR, the Company has contributed in promoting Animal Welfare, Health Care including Preventive Health Care & Empowering Women in accordance with Schedule VII of the Act read with CSR Policy towards its CSR obligations.

During the year, as against the CSR budget of 27.09 lakh, the Company spent a higher sum of 39.49 lakh, to ensure continuity in the planned CSR activities resulting in carry over of 26.86 lakh, for setting-off in succeeding years, which includes 14.46 Lakh surplus of previous financial year/s.

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.

The CSR Policy is available on the website of the Company at https://www.caravelabeachresortgoa.com/investor-relations.html.

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 Board of Directors periodically reviews the risks and suggests steps to be taken to control and mitigate the same through a properly defined framework.

The details of loans given, guarantees provided and investments made, if any, 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 on the Financial Statements forming part of this Annual Report.

A fraud-free 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 2023 – 2024, no employee or director was denied access to the Audit Committee.

As on March 31, 2024, 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.

(i) Mrs. Menaka S. Advani (DIN: 0001375), who retired by rotation at the previous 36^th Annual General Meeting held on September 25, 2023, was re-appointed as Director of the Company in terms of provisions of Section 152(6) of the Act; (ii) The Board of Directors, on the recommendation of Nomination and Remuneration Committee at its meeting held on November 13, 2023, has appointed Mr. Satyan Shivkumar Israni (DIN: 01174081) as an Additional Independent Director of the Company, to hold office for a period of five years w.e.f November 13, 2023 till November 12, 2028, not liable to retire by rotation. The members have approved his appointment through postal ballot process on January 3, 2024; (iii) Upon resignation of Mr. Vikram Soni, Company Secretary & Compliance Officer from the services of the Company from closing business hours of December 20, 2023, the Board of Directors of the Company, on the recommendation of the Nomination and Remuneration Committee, appointed Mr. Deepesh Joishar as Company Secretary & Compliance Officer of the Company w.e.f. May 22, 2024. The appointment of Mr. Deepesh Joishar as Company Secretary & Compliance Officer of the Company is pursuant to the provisions of Section 203 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Regulation 6 of the Listing Regulations; (iv) The Board of Directors, on the recommendation of Nomination and Remuneration Committee, at its meeting held on August 14, 2024, appointed Mr. Vinay Chauhan (DIN: 01846655) and Mr. Nitin Kunkolienker (DIN: 00005211) as Additional Non-Executive Independent Directors, not liable to retire by rotation, for a term of 5 (five) consecutive years commencing from August 14, 2024 to August 13, 2029, subject to approval of the shareholders in the ensuring Annual General Meeting; and

(v) The Board of Directors, on the recommendation of Nomination and Remuneration Committee, at its meeting held on August 14, 2024, recommended the appointment of 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 to November 13, 2029, subject to meeting criterion of Independence as laid down under the provisions of Section 149(6) of the Act read with Regulation 16(1)(b) of the Listing Regulations on the date of his appointment.

(i) Adm. Sureesh Mehta (DIN: 06992229), Independent Director of the Company, resigned from the Board of Directors of the Company w.e.f. the close of business hours of April 21, 2023 due to advancing age and ill health as mentioned in his resignation letter;

(ii) Dr. Shivkumar Dhalumal Israni (DIN: 00125532), Independent Director of the Company, resigned from the Board of Directors of the Company w.e.f. the close of business hours of October 17, 2023 due to his advancing age and ill health as mentioned in his resignation letter;

The Board places on record its sincere appreciation for the valuable contribution made by them during their tenure as Independent Directors of the Company; and

(iii) Mr. Vikram Soni, Company Secretary & Compliance Officer of the Company, resigned from the services of the Company w.e.f. the close of business hours of December 20, 2023.

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, Mr. Prahlad S. Advani (DIN: 06943762), Whole Time Director and CEO of the Company retires by rotation at the ensuing Annual General Meeting and being eligible, has offered himself for re-appointment and your Board of Directors, on the recommendation of Nomination and Remuneration Committee, recommends his re-appointment to the members of the Company.

Brief resume and other details of the directors proposed to be appointed / re-appointed as stipulated under Regulation 36(3) of the Listing Regulations and Secretarial Standard – 2 on General Meetings, is given in the Notice convening the 37^th Annual General Meeting of the Company.

The Company has received declaration from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under Section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations and pursuant to the provisions of Regulation 25 of the said Regulations that they are not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence. The Independent Directors have also confirmed that they have complied with Schedule IV of the Act and the Company's Code of Conduct.

Further, the Independent Directors have also submitted their declarations in compliance with the provisions of Rule 6(3) of the Companies (Appointment and Qualification of Directors) Rules, 2014, which mandates the inclusion of an Independent Directors' name in the data bank of Indian Institute of Corporate Affairs ("IICA") till they continue to hold the office of an Independent Director.

None of the Directors of your Company are disqualified under the provisions of Section 164 of the Act. Your directors have made necessary disclosures, as required under various provisions of the Act and the Listing Regulations.

In the opinion of the Board of Directors, all the Independent Directors are persons of integrity and possesses relevant expertise, experience and are independent of the management.

The Board of Directors has devised a policy pursuant to the provisions of the Act and the Listing Regulations for performance evaluation of the Chairperson, 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 of the Company has specified the manner of effective evaluation of the performance of the Board, its committees and individual directors of the Company and has authorized the Board to carry out the evaluation of their performance. Based on the manner specified by the Nomination and Remuneration Committee, the Board has devised questionnaire to evaluate its performance and performance of its Committees and individual directors and the Chairperson. The performance of each Committee was evaluated by the Board, based on report on evaluation received from respective Board Committees. The reports on performance evaluation of the Individual Directors were reviewed by the Chairman of the Board.

The evaluation framework for assessing the performance of directors comprise of the following key areas: (i) Attendance at the Board and Committee Meetings; (ii) Quality of contribution to Board deliberations; (iii) Strategic perspectives or inputs regarding future growth of Company and its performance; and (iv) Providing perspectives and feedback going beyond information provided by the management.

In compliance with the Regulation 25(7) of the Listing Regulations, the familiarization programme aims to provide Independent Directors with the hospitality industry scenario, the socio-economic environment in which the Company operates, the business model, the operational and financial performance of the Company, significant developments etc., so as to enable them to take well informed decisions in a timely manner. The familiarization programme also seeks to update the directors on the roles, responsibilities, rights and duties under the Act and other statutes.

The policy on Company's familiarization programme for Independent Directors and the details of familiarization programmes imparted to the Independent Directors, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company and related matters, including the number of hours spent by each Independent Director in such programmes, is posted on the Company's website at www.caravelabeachresortgoa.com/investorrelations.

Pursuant to the provisions of Section 203 of the Act, the Key Managerial Personnel of the Company as on March 31, 2024 were:

Disclosure pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in this Report as "Annexure B" and 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 accounts 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.

Pursuant to the provisions of Section 178 of the Act and Regulation 19 of the Listing Regulations and on the recommendation of the Nomination and Remuneration Committee, the Board of Directors has adopted a policy for selection and appointment of Directors, Key Managerial Personnel (‘KMPs'), Senior Management Personnel (‘SMPs') and their remuneration which inter-alia requires that the Directors, KMPs and SMPs shall be of high integrity with relevant expertise and experience and criteria for determining qualifications, positive attributes, independence of director and other matters, while recommending the candidature for the appointment as a person as Director, KMP or SMP.

The main objective of the said Policy is to ensure that the level and composition of remuneration is sufficient to attract, retain and motivate the Directors, KMPs and SMPs.

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

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:

3 Management Discussion and Analysis Report;

3 Corporate Governance Report;

3 Declaration on compliance with Code of Conduct;

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

3 Auditors' Certificate regarding compliance conditions of Corporate Governance.

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.

The Company has designed and implemented a process-driven framework for Internal Financial Controls (IFC) within the meaning of the explanation in Section 134(5)(e) of the Act.

The Company's internal controls system has been established on values of integrity and operational excellence. The formal and independent evaluation of internal controls and initiatives for remedial of deficiencies by the Internal Auditors has resulted in a sound framework for internal controls, commensurate with the size and complexity of the business.

The internal control framework essentially has two elements: (1) structures, policies and guidelines designed to achieve efficiency and effectiveness in operations and compliance with laws and regulations; and (2) an assurance function provided by Internal Auditors.

The Company has Standard Operating Procedures (SOPs) for various processes which are periodically reviewed for changes warranted due to business needs. The Internal Auditors continuously monitor the efficiency of the internal controls / compliance with SOPs with the objective of providing to the Audit Committee and the Board of Directors, an independent, objective and reasonable assurance of the adequacy and effectiveness of the organization's risk management, control and governance processes. This formalized system of internal control facilitates effective compliance of Section 138 of the Act and the Listing Regulations.

The Audit Committee meets regularly to review reports, including significant audit observations and follow-up actions thereon. The Audit Committee also meets the Company's Statutory Auditors to obtain their views on Financial Statements including the financial reporting system, compliance to accounting policies and procedures, the adequacy and effectiveness of the internal control system.

The Internal Auditor also identifies areas for improvement in the business processes, designed to add value to the organization and follow-ups on the implementation of corrective actions and improvements in the business process after review by the Audit Committee.

The Board is of the opinion that the Company has sound IFC, commensurate with the nature and size of the business operations, wherein controls are in place and operating effectively and no material weaknesses exist. The Company has a process in place to continuously monitor the existing controls and identify gaps, if any. It can implement new and / or improved controls wherever the effect of such gaps would have a material effect on the Company's operations.

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 end of the Financial Year March 31, 2024 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, 2024 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.

As per the provisions of Section 139 of the Act read with the Companies (Audit and Auditors) Rules, 2014, the members of the Company in their 35^th Annual General Meeting held on September 27, 2022 appointed M/s. J. G. Verma & Co, Chartered Accountants (ICAI Firm Registration No. 111381W), as Statutory Auditors of the Company for a term of consecutive 5 years i.e. to hold office from the conclusion of 35^th Annual General Meeting till the conclusion of 40^th Annual General Meeting of the Company to be held for the Financial Year ending March 31, 2027.

M/s. J. G. Verma & Co. have furnished written confirmation to the effect that they are not disqualified from acting as the Statutory Auditors of the Company in terms of 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 of the Company for the Financial Year under review does not contain any qualifications / reservations / adverse remarks / disclaimers.

The observations and comments given in the Statutory Auditors' Report read together with the notes to the accounts are self-explanatory, hence do not call for any further information and explanation under Section 134(3) of the Act.

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 2023 – 2024. The Secretarial Audit Report is annexed to this report as "Annexure C" and forms a part of this Report.

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 2023 – 2024.

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.

The maintenance of cost records and requirement of cost audit as prescribed under the provisions of Section 148(1) of the Act and rules made thereunder are not applicable for the business activities carried out by the Company.

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

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 forms part of this Report.

The Annual Return of the Company as on March 31, 2024 in accordance with 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.

The Board of Directors met 6 (six) times during the Financial Year 2023 – 2024. The details of the Board meetings and the attendance of the directors are provided in the Corporate Governance Report. The gap between two 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 are adopted either unanimously or by majority.

Your Company has duly constituted the Committees as required under the Act, read with applicable Rules made thereunder, and the Listing Regulations.

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 Annual report.

As on March 31, 2024, the Audit Committee comprised of Mr. Prakash V. Mehta, Mr. Vinod Dhall, Mr. Adhiraj Harish and Mrs. Menaka S. Advani.

Mr. Prakash V. Mehta 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 reporting process and vigil mechanism.

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.

No materially significant related party transactions were made by the Company with Promoters, Directors or Key Managerial Personnel etc. which may have potential conflict with the interest of the Company at large or which warrants the approval of the members of the Company.

All contracts / arrangements / transactions entered by the Company during the Financial Year under review with related parties were in ordinary course of business on arm's length basis. However, the Company had no material transactions with related parties hence, the Company is not required to furnish disclosure of material related party transactions as required under 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 / Board. 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.

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 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. An Internal Committee has been set up to redress any complaints received on sexual harassment.

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, there was no complaint filed before the said Committee and there was no complaint pending at the beginning or end of the Financial Year under review.

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 2023 – 2024, the Company transferred 11,342 Equity Shares on May 4, 2023 and 19,616 Equity Shares on October 9, 2023 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 2016-17.

In terms of the provisions of Sections 124(5) and 125 of the Act and said Rules, during the Financial Year 2023 – 2024, an amount of 1,96,404, being remained Unpaid / Unclaimed Dividend (1^st Interim Dividend for the Financial Year 2016 – 2017) was transferred to the IEPF Authority.

Further the Unpaid and Unclaimed Dividend amount lying with the Company for Financial Year 2017 – 2018 is due for transfer to the IEPF in the month of January 2025. The details of the same are available on the Company's website viz. https://www.

caravelabeachresortgoa.com/.

Mr. Vikram Soni, Company Secretary & Compliance Officer of the Company ceased to be the Nodal Officer w.e.f December 20, 2023 and Mr. Ajay Vichare, Chief financial Officer of the Company was appointed as Nodal Officer w.e.f January 29, 2024 to ensure compliance with the IEPF Rules.

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

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 Annual Report.

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:

3 The Company is a debt free Company and has not obtained credit ratings during the Financial Year 2023 – 2024.

3 Details relating to deposits covered under Chapter V of the Act.

3 Issue of equity shares with differential rights as to dividend, voting or otherwise

3 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.

3 There has been no change in the nature of business of the Company.

3 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.

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

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

I am immensely grateful to our Board of Directors for its continuous support and advice to me all these years. A special thanks to our Shareholders, Tour Operators, Travel Agents, Booking.com, Make My Trip. Our repeat guests have been the pillar of our strength and resilience over the years. We are extremely grateful to our Employees, Bankers and Government officials in the Ministry of Finance, Home, Commerce, External Affairs, Tourism, Civil Aviation, Labour, Road Transport and Niti Aayog. We are thankful to the Government of Goa, especially the Honourable Chief Minister. We also thank the Village Panchayat of Varca for their continuous support.

For and on behalf of the Board of Directors of