Purpose and Disclosure Context

This document constitutes the Annual Report and Notice of the 33rd Annual General Meeting (AGM) for Blue Coast Hotels Limited for FY26, prepared in compliance with SEBI LODR Regulations and the Companies Act, 2013. It includes audited standalone and consolidated financial statements, directors' and auditors' reports, and comprehensive AGM details.

Financial Performance Overview

Blue Coast Hotels reported a dramatic reversal in profitability for FY26. The company posted a consolidated net loss of ₹234.52 lakh, a severe decline from the profit of ₹8,010.14 lakh in FY25. This swing was primarily driven by the absence of the previous year's exceptional gain of ₹8,453.55 lakh from the waiver of preference dividends. Basic EPS turned negative at (₹1.39) compared to ₹59.47 in FY25, while diluted EPS was (₹1.21) versus ₹43.28 previously. Operational revenue improved to ₹203.82 lakh from nil in FY25, primarily from advisory services, but was insufficient to offset ongoing expenses including employee costs (₹78.79 lakh), finance costs (₹174.53 lakh), and other operational expenses.

Material Uncertainty and Going Concern

The auditors emphasize material uncertainty regarding the company's ability to continue as a going concern due to recurring operating losses, accumulated losses exceeding net worth, and a major legal dispute over ₹8,500 lakh from the auction of its Goa hotel property. Management's going concern assumption relies on anticipated operational revenue growth, future business plans, and financial support from subsidiary Blue Coast Hospitality Limited, including potential monetization of a Goa land parcel.

Significant Legal and Regulatory Developments

The company settled SEBI investigation proceedings with a payment of ₹78 lakh (disclosed as an exceptional item), while Whole-Time Director Kushal Suri paid ₹11.37 lakh. The most critical legal matter involves ₹8,500 lakh (plus interest) retained from the auction proceeds of the "Hotel Park Hyatt Goa Resort & Spa." A Recovery Officer order dated November 10, 2025, held the company liable to pay ₹26,604.27 lakh to PACL Ltd., but the Securities Appellate Tribunal (SAT) order of March 13, 2026, directed that the funds remain with IFCI until the appeal is disposed of. A separate writ petition for property redemption remains pending at the Bombay High Court, Goa Bench.

Capital Structure and Corporate Actions

The company modified Redeemable Preference Share terms during FY25, reducing the coupon rate from 10% to 0.01% per annum and converting 6,93,110 RPS into CCPS. Subsequent conversions included 25,52,000 equity shares in May 2025 and 24,87,100 equity shares in May 2026. The company has defaulted on redemption of ₹551.89 lakh and cumulative dividend payments of ₹485.27 lakh as of March 31, 2026.

33rd Annual General Meeting Details

The AGM will be held on September 26, 2026, at 4:00 PM IST via video conference. Key agenda items include adoption of FY26 financial statements and re-appointment of Whole-Time Director Mr. Kushal Suri, who retires by rotation. Remote e-voting is available through NSDL from September 23-25, 2026, with September 19, 2026, as the cut-off date for shareholder eligibility. M/s. Ajay. K. & Associates have been appointed as scrutinizer for the voting process.

Management and Governance

Key management includes Whole-Time Director Kushal Suri, CFO Rahul Kumar Chauhan, and Company Secretary Kapila Kandel. The board comprises six directors, with Mr. Suri attending all five board meetings during FY26. The company maintains two wholly-owned subsidiaries: Golden Joy Hotel Private Limited and Blue Coast Hospitality Limited.

Compliance and Signatories

The financial statements comply with Indian Accounting Standards (Ind AS) and relevant regulations. The documents are signed by Kushal Suri (Whole-Time Director), Rahul Kumar Chauhan (CFO), and Kapila Kandel (Company Secretary), with the notice issued from the registered office in Verna, Goa.