Notice of 39th Annual General Meeting of the Company held on Wednesday, September 30, 2026

L= =AY Date: September 08, 2026 The Manager, Department of Corporate Services, BSE Limited Phiroze Jeejeebhoy Towers, Dalal Street, Fort, Mumbai- 400001 Scrip Code: 514402 Dear Sir/ Madam, Sub: Notice of 39 Annual General Meeting Please see enclosed the notice convening the 39 Annual General Meeting of the Company for the financial year ended March 31, 2026. ‘We request you to take the above on record. Thanking you, Yours sincerely, For Eco Hotels and Resorts Limited HEENA Digtaly saned by SUPADIA ~ 1o1sz0s30 Heena Supadia Company Secretary & Compliance Officer Membership No.: A50025 Encl.: a/a ECO HOTELS AND RESORTS LIMITED (Promoted by Eco Hotels UK PLC) Registered Office: Corporate Office: 67/6446, Basin Road, Cochin, Ernakulam High Court, Block no 4, 2" floor, Raj Mahal, VN Road, Ernakulam, Kerala, India - 682031 Churchgate, Mumbai — 400020 CIN: L55101KL1987PLCO89987 Web Site: ecohotels.in Land line: +91 22 44550546 Email Id: investor.relations @ecohotels.in Hotels Brands: THE ECO™, THE ECO GRAND™, ECOXPRESS™, ECOVALUE™, ECO BOUTIQUE™, ECO RESORT™ F&B Brands: SAHAR, GG’S, KICK IN THE BRICK, EcoSip Cafe STATUTORY REPORTS Notice of Annual General Meeting NOTICE NOTICE is hereby given that the Thirty Nineth (39th) Annual General Meeting (AGM) of the Members of ECO HOTELS AND RESORTS LIMITED will be held on Wednesday, September 30, 2026 at 03:00 pm IST through Video Conferencing / Other Audio Visual Means, to transact the following business. ORDINARY BUSINESS: 1. To receive, consider and adopt the Audited Financial Statements (Standalone & Consolidated) of the Company for the financial year ended March 31, 2026, together with the Reports of the Board of Directors (‘the Board”) and the Auditors thereon; 2. To appoint a director in place of Mr. Suchit Punnose (DIN: 02184524), who retires by rotation and, being eligible, offers himself for re-appointment. 3. To approve the appointment of M/s. K. M. Garg & Co. as a Statutory Auditor’s of the Company: To consider and if thought fit, approve the appointment of M/s. K. M. Garg & Co. as a Statutory Auditor’s of the Company, to pass with or without modification(s), the following resolution as an Ordinary Resolution: “RESOLVED THAT pursuant to the provisions of Section 139, 142 and all other applicable provisions, if any, of the Companies Act, 2013 and Rules framed thereunder (including any statutory modification(s) or re-enactment thereof for the time being in force), the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and upon recommendation of the Audit Committee, M/s K. M. Garg & Co., (Firm Registration No. 120712W), be and are hereby appointed as the Statutory Auditors of the Company for a first term of 5 (Five) years i.e. from the conclusion of this Annual General Meeting till the conclusion of 44th Annual General Meeting of the Company to be held in 2031, at such remuneration as may be approved by the Audit Committee/ Board of Directors of the Company from time to time. SPECIAL BUSINESS: 4. Approve the Issue of Sweat Equity Shares to Mr. Vinod Kumar Tripathi, Executive Chairman of the Company: To consider and if thought fit, to approve the issuance of Sweat Equity Shares to Mr. Vinod Kumar Tripathi, Executive Chairman of the Company, to pass with or without modification(s), the following resolution as a Special Resolution: "RESOLVED THAT pursuant to the provisions of Section 54 and other applicable provisions, if any, of the Companies Act, 2013 ('the Act') read with Rule 8 of the Companies (Share Capital and Debentures) Rules, 2014, the Memorandum of Association and Articles of Association of the Company, the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ('SEBI LODR Regulations'), the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 ('SEBI SBEB and Sweat Equity Regulations'), the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 ('SEBI ICDR Regulations'), each including any statutory modification(s) or re-enactment(s) thereof for the time being in force, and subject to such other approvals, permissions and sanctions as may be necessary from any statutory or regulatory authority, and subject to such conditions as may be prescribed or imposed by any such authority while granting such approvals, consent of the members of the Company be and is hereby accorded to the issue of up to 12,87,681 (Twelve Lakh Eighty Seven Thousand Six Hundred and Eighty One only) Sweat Equity Shares of face value of Rs. 10/- each, at an issue price of Rs. 13.65/- (Rupees Thirteen and Sixty-Five Paise only) per share, aggregating up to Rs. 1,75,76,845.65 (Rupees One Crore Seventy Five Lakh Seventy Six Thousand Eight Hundred and Forty Five and Sixty Five Paise only), such issue price being higher than the closing market price of Rs. 9.96/- per equity share as on 31st August, 2026 (being the relevant date/trading day immediately preceding the date of the Nomination and Remuneration Committee meeting recommending the issue), to Mr. Vinod Kumar Tripathi (DIN: 00798632), Whole Time Director of the Company, in recognition of and in lieu of part remuneration for the value addition made/being made by him in the course of his employment with the Company, such shares to be issued in one or more tranches, within such time, in such proportion and subject to such vesting/issuance conditions as are set out in the employment agreement/scheme approved by the Nomination and Remuneration Committee, and as permissible under the relevant regulations Eco Hotels and Resorts Limited | Annual Report 2025-26 32 RESOLVED FURTHER THAT the Valuation Report dated 31st August, 2026 has been taken from Eshank Shah (Registered Valuer) for the purpose of valuing the “Value Additions” done by Mr. Vinod Tripathi, Whole-time Director of the Company. RESOLVED FURTHER THAT this resolution shall have overriding effect on earlier resolution passed for issuance of sweat shares to Mr. Vinod Tripathi. RESOLVED FURTHER THAT the Equity Shares to be issued shall rank pari-passu with the existing Equity Shares of the Company and shall be subject to lock in for a period of 6 months as prescribed under relevant Regulations of SEBI (Share Based Employee Benefits and Sweat Equity) Regulation read with SEBI (Issue of Capital and Debenture) Regulations. RESOLVED FURTHER THAT for the purpose of giving effect to the above resolution, the Board be and is hereby authorized to do all such acts, deeds, matters and things as may be necessary or expedient in this regard at any stage without requiring the Board to secure any further consent or approval of the shareholders of the Company in this regard.” By the order of Board of Directors Sd/- Heena Supadia Company Secretary & Compliance Officer Membership No. A50025 Date: August 13, 2026 Place: Ernakulam CIN: L55101KL1987PLC089987 Notes: The Explanatory Statement pursuant to Section 102 of the Companies Act, 2013 (“Act”) setting out material facts concerning the businesses of the Notice, is annexed hereto. Further, the relevant details pursuant to Regulation 36 (3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”) and Secretarial Standard on General Meetings issued by the Institute of Company Secretaries of India, in respect of Director seeking Re- appointment at this AGM are also annexed. Additional information pursuant to Regulation 36 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 in respect of the Directors seeking appointment/re-appointment at the AGM are furnished below Explanatory Statement. The Directors have furnished the requisite consents / declarations for their appointment/re- appointment. The Company is not required to close Register of Members and Share Transfer Books for the purpose of AGM. The Members ca [Showing first 8,000 characters — download PDF for full document]