Blue Coast Hotels Ltd

To

The Members,

Your Directors have pleasure in presenting 31^st Annual Report on the business and operations of the company together with the Financial Statements for the financial year ended March 31, 2024.

FINANCIAL HIGHLIGHTS

CONSOLIDATED FINANCIAL STATEMENTS

The consolidated financial statements for the year ended March 31, 2024 has been prepared in accordance with Indian Accounting Standards (Ind AS) notified under the Companies (Indian Accounting Standards) Rules, 2015 together with the comparative period data as at end of March 31, 2023.

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

RESERVES

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

DIVIDEND

Due to absence of Profit during the year, your Directors have not recommended any dividend for the Financial Year 2023-24.

STATE OF COMPANY'S AFFAIRS

In compliance with order of Hon'ble Supreme Court of India, dated September 19, 2018 Company handed over its sole revenue generating asset Hotel Park Hyatt, Goa to auction purchaser. Currently Company has no revenue generating business and exploring new opportunity of the business. The company also contesting in High Court of Bombay at Goa to retain the abovementioned property.

CHANGE IN THE NATURE OF BUSINESS

There were no changes in the nature of business of the Company during the financial year ended March 31, 2024. MATERIAL CHANGES AND COMMITMENTS

No material changes and commitments (except as provided below in Capital and Debt Structure), affecting the financial position of the company, have occurred between the end of the financial year of the company to which the financial statements relate and the date of the report.

CAPITAL AND DEBT STRUCTURE

During the financial year 2023-24, there were no changes in the paid-up equity share capital and voting rights related thereto, of the company. The equity shares issued by the company are listed at following Stock Exchanges as on March 31, 2024: -

1. National Stock Exchange of India Limited (NSE)

2. BSE Limited (BSE)

Pursuant to the resolution passed via Postal Ballot on September 20, 2017, the tenure of redemption of cumulative redeemable preference shares amounting to '41,50,00,000/- ('Forty-One Crore Fifty Lakh) was extended up to fifteen years, (from October 2017 to October 2032). According to the extension terms, 10% of the said preference shares are to be redeemed every year starting from the 21^st year, i.e., from October 30, 2023, to October 30, 2032.

However, in recent years, due to reasons beyond its control, the Company has faced significant financial losses, which have adversely affected its ability to redeem the said RPS and to pay the accrued dividends. During the year under review, due to the absence of profits, the Company was unable to redeem the first tranche of 10% of the principal Preference Shares, amounting to '415.00 Lakhs (Four crore and fifteen lakhs), which was due on October 30, 2023.

On account of the company's inability to pay its preference shareholders as per the agreed terms, RPS requested the company to vary their class rights.

Accordingly, the Board of Directors of the company at its meeting held on 03^rd September, 2024, subject to the consent of more than 75% (in value) of the holders of Redeemable Preference Shares (“RPS"), and receipt of requisite Shareholders approval, approved the variation as under:

1. Reduction in Coupon Rate from existing 10% per annum to 0.01% per annum on 41,50,000 RPS of face value '100/- each.

2. Waiver of accrued dividend, to the tune of 95% of the accrued unpaid dividend. The remaining 5% of the accrued dividend will continue to be payable by the company.

3. Conversion of 6,93,110 Redeemable Preference Shares of the face value of '100/- each into equivalent number of Compulsory Convertible Preference Shares of the Face Value of '100/- each & consequently into 69,31,100 Equity Shares of the Face Value of '10/- each, within the prescribed period of 18 months.

CREDIT RATING TO SECURITIES

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

INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

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

DIRECTORS AND KEY MANAGERIAL PERSONNEL Changes in Directors and Key Managerial Personnel

Mr. Kushal Suri Whole Time Director of the Company is liable to retire by rotation at the ensuing annual general meeting offers himself for re-appointment.

On account of completion of the second term, the office of Mr. Praveen Kumar Dutt (DIN: 067125740, Non-Executive Independent Directors of the company, shall be vacated on 26^fc September 2024. In compliance with SEBI LODR Regulations and the Companies Act, 2013, as amended, on basis of recommendation by the Nomination and Remuneration Committee Mr. Bhupender Raj Wadhwa (DIN: 00012096), who was, “subject to the approval of shareholders", appointed as an Additional (Independent) Director of the Company by the Board of Directors for first term of five years w.e.f 03^rd September, 2024 till 2^ndSeptember, 2029.

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

STATEMENT ON INDEPENDENT DIRECTOR'S DECLARATION AND MEETING

Pursuant to Section 149 (7) of Companies Act, 2013 (Act), all the Independent Directors in Board Meeting of the Financial Year 2023-24 held on May 30, 2023 has provided declaration on their status as an Independent Director and they meet the criteria of independence as provided in Section 149 (6) of the Act and Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended ("Listing Regulations"). There has been no change in the circumstances affecting their status as an Independent Directors of the Company.

During the year under review, a separate meeting of the Independent Directors of the Company was held on Tuesday May 30, 2023, without the presence of any other Director(s). The Independent Directors reviewed the performance of regular Chairperson of Board, Non-Independent Directors and the Board as a whole and assessed the quality, quantity and timelines of flow of information between the Company Management and the Board. The Company Secretary acted as a secretary to the Meeting.

Certificate of compliance of Code of Conduct of the Company for Directors, Key Managerial Personnel and senior management is part of the Corporate Governance report of this annual report.

FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

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

NUMBER OF MEETINGS OF THE BOARD

During the Financial Year 2023-24, Board has conducted total five (5) meetings to transact the business of the Company. Details of all Board meetings and respective Committee meeting are given in Corporate Governance Report section of this Annual Report.

AUDIT COMMITTEE

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

NOMINATION AND REMUNERATION POLICY

Your company has a Nomination and Remuneration Committee in compliance to the provisions of Section 178 of the Act and Regulation 18 of SEBI (Listing Obligation & Disclosures Requirements) Regulation, 2015 as amended. The complete details with respect to the salient features of Nomination and Remuneration Committee, as required to be given under the aforesaid provisions, is given in the 'Corporate Governance Report' section of this Annual Report. The company has adopted a Nomination and Remuneration Policy for Directors, Key Managerial Personnel (KMP) and other employees of the Company as formulated by Nomination and Remuneration Committee, pursuant to provisions of Section 178 of the Act and Para A of Part D of Schedule II of SEBI (Listing Obligation & Disclosures Requirements) Regulation, 2015, as amended, which acts as a guideline for determining, inter-alia, qualifications, positive attributes and independence of a Director, matters relating to the remuneration, appointment/ re-appointment, removal and evaluation of performance of the Directors, Key Managerial Personnel, Senior Management and other employees.

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

EVALUATION OF BOARD, COMMITTEES AND DIRECTORS

Pursuant to the provisions of the Act and Regulation 17 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the nomination and remuneration committee in their Meeting held on May 30, 2023 has carried out performance evaluation of Board as whole, committees and the individual performance of each Directors including Independent Directors. The manner in which the evaluation carried out has been detailed in the Corporate Governance Report.

MANAGERIAL REMUNERATION AND OTHER DISCLOSURES

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

DIRECTORS' RESPONSIBILITY STATEMENT

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

a) In the preparation of annual accounts for the Financial Year ended March 31, 2024, the applicable accounting standards have been followed along with proper explanation relating to material departures;

b) The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year 2023-24 and of the profit or loss of the Company for that period;

c) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for prevention and detecting fraud and other irregularities;

d) The Directors have prepared the annual accounts for the financial year ended on March 31, 2024, on a going concern basis;

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

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

INTERNAL FINANCIAL CONTROL

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

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

AUDITORS

I) STATUTORY AUDITORS

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

EXPLANATION TO AUDITOR'S REPORT

On Matters of Emphasis on Statutory Auditor's Report, Wherein, Auditor drew attention to Note No. 27 (a) & 27(g) in the standalone financial statement, regarding handing over of only operational asset of the company to the auction purchaser pursuant to the Hon'ble Supreme Court order, accumulated losses, no revenue from operations and default in redemption of 10% of the principal amount i.e. '4.15 crores of Cumulative Redeemable Preference Share due on 30.10.2023, these matters raising significant doubt on the Company's ability to continue as a Going Concern.

EXPLANATION

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

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

• In term of Section 48 and 55 of the Companies Act, 2013 shareholders of the Company through postal ballot result dated 20.09.2017 passed a resolution wherein they have extended tenure of redemption of 10% 41,50,000 Redeemable Cumulative Preference Shares (NCRPS) by a further period of 15 years subject to redemption of 10% every year from 21^st year onwards i.e with effect from 30^fc October, 2023 till 30th October, 2032.However, due to non- availability of sufficient fund, the Company defaulted in redemption of 10% of the principal amount i.e. '4.15 crores of Redeemable Preference Share due on 30.10.2023.

ii) SECRETARIAL AUDIT

The Board in their meeting held on Tuesday, July 23, 2024 appointed Mr. Ajay Kumar, Practicing Company Secretary, (C.P No 12344), as a Secretarial Auditor of the Company to conduct the Secretarial Audit as per the provisions of Section 204 (1) of the Companies Act, 2013 and other laws as applicable, for the financial year 2023-24.

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

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

SUBSIDIARIES / JOINT VENTURES / ASSOCIATES

The Company has following Subsidiaries/Associates as on March 31, 2024 namely:

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

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

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

DEPOSITS

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

LOAN GUARANTEES AND INVESTMENT BY COMPANY

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

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

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

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

CORPORATE SOCIAL RESPONSIBILITY (CSR)

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

Further, since your company for the past five years was not falling under section 135 of Companies Act, 2013. Hence, Company didn't require the formation of Corporate Social Responsibility Committee.

Therefore, Board of Directors in their meeting held on 14^fc February, 2024 duly dissolved the standing Corporate Social Responsibility Committee of the Company till further requirement.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORBTION AND FOREIGN EXCHANGE EARNING AND OUTGO

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

RISK MANAGEMENT POLICY

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

VIGIL MECHANISM

The company has established a Whistle Blower Policy/Vigil Mechanism through which its directors, employees and stakeholders can report their genuine concern about unethical behaviors, actual or suspected fraud or violation of the Company's Code of Conduct or Ethics Policy. The said policy provides for adequate safeguard against victimization and also direct access to the higher level of superiors including Chairman of the Audit Committee in exceptional cases. The same is reviewed by the Audit Committee from time to time.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS / COURTS / TRIBUNALS

No significant and material orders passed by regulators / courts / tribunals during the period under review. SECRETARIAL STANDARD

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

WEBLINK OF ANNUAL RETURNS

Pursuant to Section 92(3) read with section 134 (3) (a) of the Companies Act, 2013, Annual Return as on March 31, 2024 of your company is available at https://www.bluecoast.in/annual-returns

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

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

CORPORATE LEGAL MATTERS

i) On account of default in repayment of term loan IFCI initiated recovery proceeding under SARFAESI Act, 2002, against the company and allegedly sold the Hotel Property Park Hyatt, Goa for an amount of '515,44.01 Lakhs. On 19.03.2018 Hon'ble Supreme Court of India ordered the Company to handover the possession of the

Hotel to the auction purchaser within a period of six months. In compliance of Hon'ble Supreme Court order, the Company has handed over the possession of the property Park Hyatt Goa Resort & Spa to the auction purchaser on 19.09.2018. The handing over of only operational asset of the company to the auction purchaser pursuant to aforesaid order has impacted the company's ability to continue as a going concern.

However, the company has availed of its Right to redeem the property u/s 60 of the Transfer of Property Act, 1882 by giving notice to IFCI before handing over the possession of property. The Writ Petition is pending adjudication at Hon'ble High Court of Bombay at Goa. The outcome of the writ petition may have the material impact on the company as a going concern and may also impact the alleged sale of Hotel property at Goa. ii) In 2010, the Company, participated in a tender for setting up of a five-star hotel property at Aerocity, Delhi, invited by Delhi International Airport Limited (DIAL). Upon qualifying for the bid, the company (in compliance with the condition of Request for Proposal, issued by DIAL), incorporated a Special Purpose Vehicle Company (SPV) 'Silver Resort Hotel India Private Limited' ("SRHIPL") to carry on the Proposed Project (Delhi Hotel Project) at Aerocity Delhi, and raised fund through various sources including from retail space buyers.

However, on account of various factors including non - receipt of security clearance, Delhi Hotel Project, could not take off and space buyers demanded their money back and initiated a representative suit in 2015, before the Hon'ble High Court of Delhi bearing no. CS(OS) 176/2015 Kamal Sharma & ors Vs. Blue Coast Infrastructure Development Pvt. Ltd. ("BCIDPL") & ors. (The Company & other individual Promoters were respondents in such Representative Suit). The company alongwith its erstwhile SPV and BCIDPL agreed to propose a compromise to make arrangements for a contingency of '315.62 Crore (subject to final adjudication) & the terms were duly recorded before Hon'ble High Court of Delhi. As of 31.03.2024, the balance of the contingency stands at '94.57 Crore. The primary parties to the case have been continuously paying the agreed amounts. THE POLICY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013, NUMBER OF CASES FILED WITH COMPANY, IF ANY, AND THEIR DISPOSAL.

The policy on prevention, prohibition and redressal of sexual harassment of women at workplace pursuant to the requirements of the Sexual Harassment of Women at workplace (Prevention, Prohibition and Redressal) Act, 2013 is not applicable to the company due to less number of employees.

ACKNOWLEDGMENT

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