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

FINANCIAL HIGHLIGHTS

CONSOLIDATED FINANCIAL STATEMENTS

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

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

RESERVES

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

DIVIDEND

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

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

STATE OF COMPANY'S AFFAIRS

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

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

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

CHANGE IN THE NATURE OF BUSINESS

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

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

CAPITAL AND DEBT STRUCTURE

During the financial year 2024-25, there were following changes in the paid-up equity share capital and voting rights
related thereto, of the company:-

During the year, pursuant to the conversion of 0.01% Redeemable Preference Shares (RPS) into 0.01% Compulsorily
Convertible Preference Shares (CCPS), the Company converted 6,93,110 RPS of '100 each into an equal number of CCPS of
'100 each. These CCPS are to be converted into equity shares of the Company within the prescribed period of 18 months.
Out of the total 6,93,110 CCPS, 1,89,200 CCPS were converted into 18,92,000 equity shares of '10 each on November
14, 2024, during the financial year 2024-25, at a conversion ratio of 1 CCPS of '100 for 10 equity shares of '10 each.
Subsequently, on May 16, 2025, during the financial year 2025-26, 2,55,200 CCPS were converted into 25,52,000
equity shares of '10 each. The remaining 2,48,710 CCPS shall also be converted into equity shares within the
prescribed period.

Changes in Paid-up Equity Share Capital:-

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

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

1. National Stock Exchange of India Limited (NSE)

2. BSE Limited (BSE)

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

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 transferred into IEPF.

CHANGE IN DIRECTOR AND KEY MANAGEMENT PERSON AT THIS ANNUAL GENERAL MEETING

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

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

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

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

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

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

STATEMENT ON INDEPENDENT DIRECTOR'S DECLARATION AND MEETING

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

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

NUMBER OF MEETINGS OF THE BOARD

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

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

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

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

EVALUATION OF BOARD, COMMITTEES AND DIRECTORS

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

FAMILIARIZATION PROGRAMME

The details pertaining to Familiarization Programme for Independent Directors has been incorporated in
'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, 2025, the applicable accounting
standards have been followed along with proper explanation relating to material departures;

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

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

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

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

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

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 to ensure orderly and efficient
conduct of business operations. The company's internal financial control procedures ensure the reliability of the
Financial Statements of the Company and prepared in accordance with the applicable laws.

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

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^th AGM of the company, to be held in
the year 2027.

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

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

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

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

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

EXPLANATION TO AUDITOR'S REPORT

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

II) SECRETARIAL AUDIT

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

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

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

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

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

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

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

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

SUBSIDIARIES / JOINT VENTURES / ASSOCIATES

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

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

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

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

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
Companies Act, 2013 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.

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, during the period under review, 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. During the financial year 2024-25, no such incident
reported.

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

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

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 Returns 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 Rs. 515,44.01 Lakhs.
On 19.03.2018 Hon'ble Supreme Court of India ordered the Company to handover the possession of the Hotel to
the auction purchaser within a period of six months. In compliance of Hon'ble Supreme Court order, the
Company has handed over the possession of the property Park Hyatt Goa Resort & Spa to the auction purchaser
on 19.09.2018. The handing over of only operational asset of the company to the auction purchaser pursuant to
aforesaid order has impacted the company's ability to continue as a going concern.

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

ii. In 2010, the Company, participated in a tender for setting up of a five-star hotel property at Aerocity, Delhi,
invited by Delhi International Airport Limited (DIAL). Upon qualifying for the bid, the company (in compliance

with the condition of Request for Proposal, issued by DIAL), incorporated a Special Purpose Vehicle Company
(SPV) 'Silver Resort Hotel India Private Limited' ("SRHIPL") to carry on the Proposed Project ("Delhi Hotel
Project") at Aerocity Delhi, and raised fund through various sources including from retail space buyers.

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

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. Further, there were no such incident occurred during
the year under review.

COMPLIANCE CERTIFICATE FROM EITHER THE AUDITORS OR PRACTICING COMPANY
SECRETARIES REGARDING COMPLIANCE OF CONDITIONS OF CORPORATE GOVERNANCE.

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

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.

By Order of the Board
For Blue Coast Hotels Limited

Place: New Delhi Sd/-

Date : 07.08.2025 Kushal Suri

Whole Time Director
DIN: 02450138