Advani Hotels & Resorts (India) Limited has officially submitted the voting results of its postal ballot process to BSE Limited and National Stock Exchange of India Limited, following overwhelming shareholder approval for executive compensation-related resolutions. The company announced the results on February 28, 2026, after completing the regulatory submission requirements under SEBI Listing Regulations.

Regulatory Submission and Compliance

The company submitted detailed voting results to both stock exchanges in compliance with Regulation 44(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The submission was made by Chairman and Managing Director Sunder G. Advani, confirming the successful completion of the postal ballot process that commenced with the notice dated January 28, 2026.

Resolution Results and Voting Details

Both ordinary resolutions received substantial shareholder support, with approval rates exceeding 99% of votes cast. The resolutions addressed critical aspects of executive compensation for CEO and Whole Time Director Mr. Prahlad S. Advani.

Resolution 1: CEO Remuneration Approval

The first resolution sought approval for remuneration payable to Mr. Prahlad S. Advani as Chief Executive Officer and Whole Time Director.

Resolution 2: Expense Ratification

The second resolution ratified payment of essential expenses incurred and reimbursements made for Mr. Prahlad S. Advani.

Scrutinizer's Report and Process Validation

Mr. B. Narasimhan (FCS 1303) of BN & Associates, Practicing Company Secretaries, served as the appointed scrutinizer, ensuring fair and transparent conduct throughout the voting period. The scrutinizer's report confirmed that the e-voting process was conducted in compliance with all applicable regulations, including the Companies Act, 2013, and SEBI Listing Regulations.

The postal ballot process was conducted entirely through remote e-voting via National Securities Depository Limited (NSDL) platform. Public notices were published in Financial Express (English) and Mumbai Lakshadweep (Marathi) newspapers on January 29, 2026, to inform shareholders whose email addresses were not registered.

Implementation and Documentation

Both resolutions are deemed passed effective February 28, 2026, being the last date of the e-voting period. The detailed voting results and scrutinizer's report have been made available on the company's website at www.caravelabeachresortgoa.com and on NSDL's e-voting platform at www.evoting.nsdl.com for shareholder reference and transparency.

Advani Hotels & Resorts (India) Limited has issued a postal ballot notice dated January 28, 2026, seeking shareholder approval for key resolutions related to executive compensation. The company is proposing two ordinary resolutions through remote e-voting to address remuneration matters for its Chief Executive Officer and Whole Time Director.

Postal Ballot Resolutions

The company has put forward two critical resolutions for shareholder consideration:

Background and Context

The postal ballot follows a failed special resolution at the company's Annual General Meeting held on September 29, 2025. Although the resolution received 65.42% approval, it did not achieve the requisite majority for passage as a special resolution. Consequently, Mr. Prahlad S. Advani has not drawn any salary since August 1, 2025, and has refunded the salary paid in August 2025.

The company had initially proposed a special resolution out of abundant caution to cover potential scenarios where remuneration might exceed regulatory thresholds due to global geo-political concerns. However, with improved conditions and positive developments, the company now believes an ordinary resolution is sufficient.

Proposed Remuneration Structure

The Board of Directors, upon recommendation of the Nomination and Remuneration Committee, has approved the following compensation structure for Mr. Prahlad S. Advani:

Remuneration Periods and Amounts

Compensation Components

The remuneration package includes comprehensive benefits:

• Fixed Compensation: Basic salary, House Rent Allowance (up to 60% of basic salary), medical expenses (up to one month's basic salary annually)
• Statutory Benefits: Provident fund and gratuity contributions as per company rules
• Perquisites: Company car with driver, travel expenses, insurance policies, credit cards, club memberships
• Essential Facilities: Accommodation at company hotel, telephone and IT expenses, business-related subscriptions

Executive Background and Achievements

Mr. Prahlad S. Advani brings extensive experience to his role, having completed 25 years of service with the company. He holds a Bachelor of Science degree from Cornell University School of Hotel Administration and is an alumnus of Harvard Business School. His tenure has been marked by significant contributions to the company's financial performance and operational excellence.

Recent Financial Performance

Under his leadership, the company has achieved substantial growth:

The company's cash and bank balances have grown from Rs. 2,629 Lakhs in FY 2021-22 to Rs. 5,170 Lakhs in FY 2024-25, representing almost 100% growth.

Industry Benchmarking

The company engaged Crowe Horwath HTL Consultants Private Limited to conduct a compensation benchmarking study. The consultant recommended remuneration in the range of Rs. 15 million to Rs. 20 million for the CEO position, considering the competitive hospitality environment in Goa and Mr. Advani's additional regulatory responsibilities as a whole-time director.

Voting Process and Timeline

Shareholders can participate in the remote e-voting process through NSDL's platform. The company has appointed Mr. B. Narasimhan of BN & Associates as the Scrutinizer to oversee the voting process. Physical copies of the postal ballot notice are not being sent, in accordance with Ministry of Corporate Affairs circulars, and the notice is available on the company's website and stock exchange platforms.

The resolutions, if passed by requisite majority, will be deemed effective from February 28, 2026, with results and the scrutinizer's report to be made available on the company's website and stock exchange platforms immediately after declaration.