The Directors have pleasure in presenting the 34^th Annual Report of the Company together with the Audited Accounts for
the year ended 31^st March, 2025.

1. FINANCIAL RESULTS:

('' in Lakhs)

2. FINANCIAL PERFORMANCE OF THE COMPANY:

OVERVIEW & STATE OF COMPANY AFFAIRS:

During this year under review, the Consolidated Turnover of the Company was '' 7330.15 Lakhs as compared to
'' 6862.93 Lakhs for the Previous Year and the Standalone Turnover of the Company was '' 6851.05 Lakhs as
compared to '' 6853.24 Lakhs for the Previous Year. In both the cases, Company has achieved a better Turnover
compared to Previous Year.

Your Company had a Consolidated Profit (After deducting Finance Cost and Depreciation and Tax Expenses) of
'' 437.93 as compared to Net Loss of '' 485.87 Lakhs for the Previous Year. The Standalone Net Loss of '' 169.91
Lakhs as compared to '' 121.72 Lakhs for the Previous Year.

The Board of Directors noted and took on record the report of the business review and analyzed the various options
available and suitable in the present circumstances to the Company. The Board decided that it was no longer cost
effective to manufacture and produce the goods in the present un-remunerative market conditions with the help of
present undertaking. The Company is constantly striving to improve its membership and hope to achieve better
results in the forthcoming year.

TRANSFER TO RESERVES:

Since the Company has no Profits, hence there is no amount to be proposed to carry forward to its Reserves or
strengthen its Reserves.

DIVIDEND:

Since the Company is loss making, no amount has been proposed or recommended to be paid by way of Dividend
to the Shareholders. However, the Company has adopted the Dividend Distribution Policy and same has been placed
on the website of the Company at https://countrvclubindia.net/files/policies/Dividend-Distribution-Policv.pdf

3. OUTLOOK FOR INDIAN ECONOMY & INDUSTRIAL STRUCTURE:

India has emerged as the fastest growing major economy in the world and is expected to be one of the top three
economic powers in the world over the next 5 years, backed by its robust democracy and strong partnerships.

A number of sectors in India - real estate, steel, cement, home building products and consumer durables, among
others - reported unprecedented growth. By 2040, the real estate market will grow to '' 65,000 Crore (US$ 9.30
billion) from '' 12,000 Crore (US$ 1.72 billion) in 2019. Real estate sector in India is expected to reach US$ 1 trillion
in market size by 2030, up from US$ 200 billion in 2021 and contribute 13% to the country''s GDP by 2025. Retail,
hospitality and commercial real estate are also growing significantly, providing the much-needed infrastructure for
India''s growing needs.

India''s real estate sector is expected to expand to US$ 5.8 trillion by 2047, contributing 15.5% to the GDP from an
existing share of 7.3%.

In 2024, we anticipate further downward trends in the global economy. This however, should be an opportunity for
the Indian economy to become a world leader. The Tourism and Hospitality sector is likely to continue on its journey
of long-term growth as we see a continuous rise in GDP per capita, larger disposable incomes, growing urbanization
and most of all a larger focus of the world on us as the next big economy.

An increase in earning potential, a need for a better standard of living and the growing base of aspirational
consumers and their lifestyle changes have led to substantial growth in the sector. With suited economic growth, the
premium housing segment will also witness higher demand in the years to come.

India''s growth continues to be resilient despite some signs of moderation in growth, although significant challenges
remain in the global environment, India was one of the fastest growing economies in the world.

India''s growth continues to be resilient despite some signs of moderation in growth, although significant challenges
remain in the global environment, India was one of the fastest growing economies in the world.

The global tourism industry continued its strong resurgence in 2024, nearly achieving full recovery from the
pandemic''s impact. Results were driven by strong post-pandemic demand, robust performance from large source
markets and the ongoing recovery of destinations in Asia and the Pacific. As per UNWTO Barometer January 2025,
international tourist arrivals are estimated to have reached 1.4 billion in 2024, marking an 11% growth over 2023 and
99% of pre-pandemic levels. Europe remained the most visited region with a 52% share, surpassing 747 million
international arrivals, a 5% increase vis-a-vis 2023, and slightly exceeding its 2019 benchmark, while the Americas
registered 214 million travellers, a 7% increase vis-a-vis 2023, and reached 97% of pre-pandemic levels. The Middle
East registered 1% growth over the previous year, however, surpassing 2019 arrivals by 32%, while Africa also
outperformed pre-pandemic levels by 7% and 12% had a increase vis-a-vis 2023.

The Asia-Pacific (APAC) region made significant strides toward recovery, recording 316 million international arrivals
with an overall share increase to 22% in 2024 as against 18% in 2023. While still lagging behind 2019 numbers at 87%
recovery, the region''s growth on y-o-y basis was steepest at 33% accelerated by a revival in key markets.

Total export revenues from tourism (including passenger transport) are estimated at a record USD 1.9 trillion in
2025, about 3% higher than before the pandemic and 4% more than in 2019 (real terms).

FY 2024-25 marked another landmark year for Indian tourism, driven by strong fundamentals such as a youthful
population, rising employment, growing disposable incomes, and solid domestic demand. Improved infrastructure,
greater connectivity, and increased investments have further accelerated the sector''s momentum. The Union
Budget 2025-26 allocated '' 2,541 crore ($291 million) for the tourism sector, with a focus on infrastructure upgrades,
skill development, and easing travel. Key initiatives include the development of 50 leading tourist destinations,
improved transport connectivity, and expanding the e-visa programme. As of December 2024, e-visas are available
to citizens from 167 countries under 9 categories — making travel to India simpler and more accessible.

The Ministry of Tourism advanced its flagship schemes such as Swadesh Darshan, PRASHAD, UDAN, and Dekho
Apna Desh, encouraging regional and cultural tourism. Under PRASHAD, 27 new sites across 18 states and UTs
were selected for development, with a continued emphasis on spiritual and heritage tourism. States have also
introduced their own policies and incentives to promote local travel and boost their tourism economies.

This year also saw major strides in airport infrastructure, with 10 new greenfield airports becoming operational
bringing the total count to 159 by the end of December 2024. Largescale projects at Noida (Jewar) and Navi
Mumbai are nearing completion and are set to open in 2025.

Foreign tourist arrivals reached 9.7 million in 2024 as against 9.23 million in 2023. This year''s arrival denoted a
recovery of 88% of the 2019 high of 10.9 million, signalling steady progress toward full recovery. Outbound travel,
on the other hand, surged ahead, with 30.2 million Indians travelling abroad in 2024 — 12% above pre-COVID
levels. Domestic air travel remained strong, growing by 6% to 161 million passengers and surpassing 2019 figures
by 12%. Key demand drivers included leisure travel, weddings, business events, and corporate travel.

According to the India Hotel Market Review 2024 by Horwath HTL, national occupancy stood at 63.9% for 2024 as
compared to 62.1% in 2023. While the occupancy is still marginally below the 2019 level of 64.5%, Revenue per day
was 82% higher than 2019 indicating market growth both in terms of capacity and size. The average daily rate
(ADR) rose to '' 7,951, marking a 7.5% y-o-y increase and revenue per available room (RevPAR) rose to '' 5,078,
marking 10.7% year on year increase. Udaipur reported highest ADR followed by Mumbai and then by Goa and
New Delhi highlighting the continued demand for premium destinations.

According to Horwath HTL''s India Hotel Market Review 2024, around 14,400 rooms across 169 hotels were added
in 2024, taking the total supply of branded hotel rooms to approximately 2,00,000. Notably, over two-thirds of these
additions were in emerging destinations beyond the top 10 markets, indicating growing depth and diversification
in India''s hospitality landscape.

4. FUTURE PROPSECTS AND OUTLOOK OF THE COMPANY:

The Indian economy is projected to grow by more than 6% in FY25 as per various institutional estimates, making it
one of the fastest-growing economies. India''s growth journey could be the result of a culmination of favourable
tailwinds like consistent agricultural performance, increase in government spending, reforms and an efficient roll-out
of the vaccine, among others.

India''s economic outlook for FY 2025-26 remains optimistic, underpinned by strong domestic fundamentals and
supportive policy frameworks. The Reserve Bank of India (RBI), in its April 2025 Monetary Policy Statement,
projects real GDP growth at 6.5% for FY 2025-26. Manufacturing activity is expected to retain its momentum,
bolstered by global demand recovery, the Production-linked Incentive (PLI) schemes, and a conducive investment
environment. Services are expected to grow above trend, supported by sustained demand in contact-intensive
segments and digital services exports.

A normal monsoon forecast is likely to aid agriculture and rural consumption. Urban consumption is expected to
benefit from improving disposable incomes and stable inflation. Bank credit growth, which expanded by over 11%
y-o-y as of March 2025, is expected to remain healthy, supported by sound bank balance sheets and rising
investment appetite.

The government''s continued focus on infrastructure, clean energy transition and digital public infrastructure is
poised to drive medium-term growth. However, risks remain from global trade owing to rising protectionist measures,
persistent geopolitical tensions, rising supply chain pressures, and volatile global financial conditions.

The global tourism and hospitality sector is poised for continued growth in 2025, following a full recovery from the
pandemic in the previous year. According to the United Nations World Tourism Organisation (UNWTO), international
tourist arrivals are projected to increase by 3% to 5% compared to 2024, indicating a normalisation of growth
following the sharp post-pandemic rebound. Confidence within the industry remains high — UNWTO''s January
2025 Confidence Index reports that 64% of surveyed travel professionals anticipate stronger performance this year
than in 2024. This optimism is underpinned by key enablers such as enhanced air connectivity and the simplification
of visa processes, both of which are expected to further support the sector''s expansion (Source: UNWTO, World
Tourism Barometer, January 2025).

The World Travel & Tourism Council (WTTC) forecasts that 2025 will be a landmark year for the industry. The sector''s
global economic contribution is expected to reach a record breaking $11.7 trillion — up from $10.9 trillion in 2023
and $10.3 trillion in 2019. This represents a 6.7% increase over the previous year and a 13% rise compared to pre¬
pandemic levels. Moreover, travel and tourism are set to support 371 million jobs globally in 2025, surpassing
employment levels seen before the pandemic.

However the industry continues to face external risks, including trade tensions and geopolitical instability, which may
influence traveller behaviour and discretionary spend potentials. Travellers are expected to prioritise value driven
options and intra-regional trips. According to CBRE''s 2025 Global Hotel Outlook, the Asia-Pacific region is set to
experience modest revenue per available room (RevPAR) growth, fuelled by rising wealth and demand that is
outpacing relatively slow new supply.

The Company witnessed an uptick in Hotel & Hospitality Sector compared to the year before. While we do expect
the demand to catch up within the year, we believe the customers would expect relaxed holiday plans. We also
expect some increase in customer outstanding owing to the pessimistic liquidity environment.

As the good market player, Country Club Hospitality & Holidays Limited has performed much better compared to
the previous year. Occupancy has increased significantly. At the same time, membership acquisitions has recovered
from the previous year and the Company added significant room inventory in FY 2024-25.

This has been possible due to your Company''s ability to leverage technology to drive business, its committed teams
and a strong service culture. This allowed it to continue to reach-out to prospects, service members and swiftly
restart and ramp-up operations after the restrictions were lifted. And, of course, the major factor has been the
Country Club brand, which gives its members the confidence to travel and enjoy safe and immersive holiday
experiences.

Your Company will focus on opportunistic growth avenues in current environment to create a healthy project
pipeline across its markets. Fast turnaround deals shall be a specific focus area for new deals in F.Y 2024-2025.
When evaluating new projects, the Company will continue to seek superior long-term growth in shareholder value
by maximizing returns through optimal financing and fiscal discipline. The Company shall also enhance agility
across its processes to further reduce project launch turnaround times. These shall provide your company with the
competitive edge in operational excellence and customer experience respectively.

Country Club remains optimistic about the long-term sectorial direction. With a strong brand, Pan-India presence in
Hyderabad, Mumbai, Ahmedabad, Faridabad, Surat, Kolkata, Kochi, Lucknow, Bandipur, Kovalam, Kodaikanal,
Jim Corbett, Goa, Chennai and Bengaluru, demonstrated track record and robust marketing capabilities, your
Company is poised for a better growth trajectory comparing to the current year.

5. SHARE CAPITAL:

The Paid-up Share Capital of the Company stands at '' 32,69,29,470 (Rupees Thirty Two Crores Sixty Nine Lakhs
Twenty Nine Thousand Four Hundred and Seventy Only) as on 31^st March, 2025.

The entire Paid-up Share Capital of your Company is listed with both the Stock Exchange(s) namely, M/s. BSE
Limited (BSE) and M/s. National Stock Exchange of India Limited (NSE).

6. NUMBER OF MEETINGS OF THE BOARD:

The Board met 5 (Five) times during the Financial Year 2024-25 on May 30, 2024, August 13, 2024, September 08,
2024, November 12, 2024 and February 13, 2025.

7. MANAGEMENT DISCUSSION AND ANALYSIS:

Pursuant to Regulation 34(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a
Report on the Management Discussion and Analysis for the F.Y 2024-25 is appended to this Report.

8. CONSERVATION OF ENERGY, TECHNICAL ABSORPTION AND FOREIGN EXCHANGE EARNINGS
AND OUTGO:

Additional information as required u/s 134 of the Companies Act, 2013:

Information as required under section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies
(Accounts) Rules, 2014 forming part of Directors Report for the year ended 31^st March, 2025.

The information as per Section 134 of the Companies Act, 2013 has to be presented:

A. Conservation of energy:

(i) The steps taken or impact on conservation of Energy: The Company is continuously monitoring the consumption
of energy and implements wherever necessary the required measures for conserving it.

(ii) The Steps taken by the Company for utilising alternate sources of Energy: NIL

(iii) The Capital Investment on energy conservation equipments: NIL

B. Technology absorption:

(i) The efforts made towards technology absorption : No technology - indigenous or foreign is - involved.

(ii) The benefits derived like product Improvement, : Not applicable

cost reduction, product Development or import

substitution:

(iii) in case of imported technology : No technology has been imported during the

(imported during the last three years reckoned last three year.

from the beginning of the Financial year)

(a) The details of technology imported : Nil

(b) The year of import : Not applicable

(c) Whether the technology been fully Absorbed : Not applicable

(d) If not fully absorbed, areas where absorption : Not applicable

has not taken place, and the reasons thereof;

(iv) the expenditure incurred on Research and : Nil

Development.

C. Foreign exchange earnings and outgo:

2024-25 2023-24

Foreign Currency Earnings/Inflow NIL NIL

Foreign Currency Expenditure / Outflow NIL NIL

9. ANNUAL RETURN:

As required under Section 92 of the Companies Act, 2013 (the ‘Companies Act'') the Annual Return for the Financial
Year ended March 31,2025 is available on the website of the Company at https://countryclubindia.net/Annual-
Return.php.

10. PARTICULARS OF EMPLOYEES:

Information as per Rule 5(1) of Chapter XIII, Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014:

a) The Median Remuneration of the employees of the Company during the financial year was '' 1,80,000/- Per Annum.

b) In the financial year, there was no increase in the median remuneration employees.

c) There are 1021 permanent Employees on the Rolls of the Company as on 31^st March, 2025.

d) The key parameters for the variable component of remuneration availed by the directors are considered by the
Board of Directors based on the recommendations of the Nomination and Remuneration Committee.

e) The ratio of the remuneration of the highest paid director to that of the employees who are not directors but receive
remuneration in excess of the highest paid director during the year - N.A. and

f) It is hereby confirmed that the remuneration is as per the remuneration policy of the Company.

g) The information required pursuant to Section 197 of the Companies Act read with Rule 5(2)&(3) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company is
available for inspection by the Members at registered office of the Company during business hours on working

days up to the date of the ensuing Annual General Meeting. If any Member is interested in obtaining a copy thereof,
such Member may write to the Company Secretary, whereupon a copy would be sent.

The remuneration paid to the Key Managerial Personnel of the Company is as per remuneration policy.

Particulars of Employees receiving remuneration of Rs.1.02.00,000 or more per annum or Rs.8,50,000/- or
more per month are given below:

Information as per Rule 5(2) of Chapter XIII, Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014. The Directors are to report that none of the employees were in receipt of remuneration of Rs.1,02,00,000
or more per annum or Rs.8,50,000 or more per month.

11. BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

In accordance with the Articles of Association of the Company and the provisions of the Section 152(6)(e) of the
Companies Act, 2013, Sri Yedaguri Siddharth Reddy (DIN: 00815456), Vice-Chairman, JMD & CEO of the Company
will retire by rotation at the 34^th Annual General Meeting and being eligible, offered himself for re-appointment.
Further Sri Y Siddharth Reddy (DIN: 00815456) - Vice-Chairman, Joint Managing Director & Chief Executive
Officer has been recommended by the Nomination and Remuneration Committee in their meeting duly held on
September 08, 2024 and proposed by the Board of Directors in their meeting duly held on September 08, 2024
and up on approval by the Shareholders in the 33^rd Annual General Meeting, Sri Y Siddharth Reddy (DIN:
00815456) has been re-appointed as a Vice-Chairman, Joint Managing Director & Chief Executive Officer of the
Company for a term of 3 (three) years with effect from 01^st September, 2025 to 30^th September, 2027, whose office
is liable to retire by rotation.

Further Smt. Madhavi Thyagaraj (DIN: 10307245), has submitted her Resignation to the Board on dated August 13,
2024. Pursuant to the Provision of Section 168 of the Companies Act, 2013, the Board of Directors in their Meeting
duly held on August 13, 2024 has taken note of the said Resignation Letter and Acknowledged her Resignation and
relieved her as Independent Director from the Board of Directors and Member of the Audit Committee, Nomination
& Remuneration Committee, Stakeholders Relationship Committee and Corporate Social Responsibility Committee,
due to her unhealthy and serious health issues. In this regard, respective filings has been made with the concerned
Statutory Authorities.

Further Smt. Priyanka Maniyar (DIN: 10650332), who was appointed as an Additional Director on September 08,
2024, and who holds the office until the date of 33^rd Annual General Meeting, in terms of Section 161 of the
Companies Act, 2013, upon the recommendation from Nomination and Remuneration Committee and upon Consent
of the Shareholders in the 33^rd Annual General Meeting, Smt. Priyanka Maniyar (DIN: 10650332) has been appointed
as an Independent Director of the Company for a term of 5 Years commencing from 08.09.2024 up to 07.09.2029,
whose office is not liable to retire by rotation. She is further appointed as a Member of the Audit Committee,
Stakeholders Relationship Committee and Nomination & Remuneration Committee of the Company with effect from
September 08, 2024. In this regard, respective filings has been made with the concerned Statutory Authorities.

Further Sri Y Rajeev Reddy (DIN: 00115430) - Chairman & Managing Director has been recommended by the
Nomination and Remuneration Committee in their meeting duly held on September 08, 2025 and proposed by the
Board of Directors in their meeting duly held on September 08, 2025 and subject to the Consent of the Shareholders
in the 34^th Annual General Meeting, Sri Y Rajeev Reddy (DIN: 00115430) has been re-appointed as a Chairman &
Managing Director of the Company for a term of 3 (three) years with effect from April 01,2026 to March 31, 2029,
whose office is liable to retire by rotation.

Further Sri Y Varun Reddy (DIN: 01905757) - Vice-Chairman, Joint Managing Director & Chief Operating Officer
has been recommended by the Nomination and Remuneration Committee in their meeting duly held on September
08, 2025 and proposed by the Board of Directors in their meeting duly held on September 08, 2025 and subject
to the Consent of the Shareholders in the 34^th Annual General Meeting, Sri Y Varun Reddy (DIN: 01905757) has
been re-appointed as a Vice-Chairman, Joint Managing Director & Chief Operating Officer of the Company for a
term of 3 (three) years with effect from August 01,2026 to July 31,2029, whose office is liable to retire by rotation

Sri Y Rajeev Reddy (DIN: 00115430) - Chairman & Managing Director, Sri Y Siddharth Reddy (DIN: 00815456) -
Vice-Chairman, Joint Managing Director & Chief Executive Officer, Sri Y Varun Reddy (DIN: 01905757) - Vice¬
Chairman, Joint Managing Director & Chief Operating Officer, Sri Morla Anjaneya Prasad - Chief Financial Officer
and Smt. Khushboo J Agarwal - Company Secretary and Compliance Officer are the Key Managerial Personnel of
the Company as at the date of this Report.

12. POLICY ON DIRECTORS’ APPOINTMENT AND REMUNERATION:

The policy of the Company on Directors'' Appointment and Remuneration including criteria for determining
qualifications, positive attributes, independence of a director and other matters provided under Section 178(3) of
the Companies Act, is appended as Annexure I to this Report.

13. ANNUAL EVALUATION OF PEFORMANCE OF THE BOARD:

Regulations 27 of the SEBI, Listing Regulations states that the board shall monitor and review the board evaluation
framework. The Companies Act, 2013 states that a formal annual evaluation needs to be made by the Board of its
own performance and that of its committees and individual directors. Schedule IV of the Companies Act, 2013 states
that the performance evaluation of the Independent Directors shall be done by the entire Board of Directors,
excluding the director being evaluated.

The Company conducted a formal Board Effectiveness Review as part of its efforts to evaluate, identify improvements
and thus enhance the effectiveness of the Board of Directors (Board), its Committees and Individual Directors. This
was in line with the requirements mentioned in the Companies Act and the SEBI LODR Regulations.

The HR team of Country Club Hospitality & Holidays Limited worked directly with the Vice-Chairman, Joint Managing
Director & Chief Operating Officer and the Nomination and Remuneration Committee of the Board, to design and
execute this process which was adopted by the Board. Each Board Member completed a confidential online
questionnaire, providing vital feedback on how the Board currently operates and how it might improve its effectiveness.

The survey comprised of four sections and compiled feedback and suggestions on:

• Board processes (including Board composition, strategic orientation and team dynamics);

• Individual committees;

• Individual Board members; and

• Chairman''s Feedback Report

A meeting of the Independent Directors was also held which reviewed the performance of Non-Independent
Directors, Chairman and the quality, quantity and timelines of flow of information between the Company management
and Board.

As per the amendments issued to the SEBI LODR Regulations in 2018, the performance evaluation criteria for
independent directors included a check on their fulfillment of the independence criteria and their independence
from the management.

The following reports were created, as part of the evaluation:

• Board Feedback Report

• Individual Board Member Feedback Report

• Chairman''s Feedback Report

The overall Board Feedback Report was facilitated by Mr. Nageshwar Rao with the Independent Directors. The
Directors were vocal about the Board functioning effectively, but also identified areas which show scope for
improvement. The Individual Committees and Board Members'' feedback was shared with the Vice-Chairman, Joint
Managing Director & Chief Operating Officer. Following his evaluation, Vice-Chairman, Joint Managing Director &
Chief Operating Officer Feedback Report was also compiled.

14. DECLARATION GIVEN BY INDEPENDENT DIRECTORS:

The Independent Directors of the Company have submitted the Declaration of Independence, as required pursuant
to Section 149 (7) of the Companies Act, 2013 confirming that they meet the criteria of independence as provided
in Sub-Section (6) of section 149 of Companies Act, 2013 and Regulation 16 of SEBI LODR Regulations.

The Board is of the opinion that the Independent Directors of the Company possess requisite qualifications,
experience and expertise in the field of finance, strategy, auditing, tax, financial services and infrastructure and
Hotel & Hospitality Industry and they hold the highest standards of integrity.

In compliance with the rule 6(1) of the Companies (Appointment and Qualification of Directors) Rules, 2014, all the
Independent Directors have registered themselves with the Indian Institute of Corporate Affairs. Since majority of
the Independent Directors of the Company have served as Directors or Key Managerial Personnel in listed companies
or in an unlisted public company having a paid-up share capital of '' 10 Crores or more for a period not less than 10
years, they are not required to undertake the proficiency test as per rule 6(4) of the Companies (Appointment and
Qualification of Directors) Rules, 2014.

15. DIRECTORS’ RESPONSIBILITY STATEMENT:

Pursuant to the requirements under Section 134 of the Companies Act, 2013 with respect to the Directors''
Responsibility Statement, the Board of Directors of the Company hereby confirms:

(a) that in the preparation of the annual accounts for the Financial year ended 31^st March, 2025, the applicable
accounting standards have been followed;

(b) that 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
as at 31^st March, 2025, and Profit and Loss Statement of the Company for that period;

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

(d) that the directors have prepared the annual accounts for the financial year ended 31^st March, 2025, on a going
concern basis;

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

(f) that the directors have devised proper systems to ensure compliance with the provisions of all applicable laws and
that such systems were adequate and operating effectively;

16. FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS:

Independent Directors to enable them to understand their roles, rights and responsibilities. The Independent
Directors when they are appointed, are given detailed orientation regarding the Company, industry, strategy,
policies and Code of Conduct, regulatory matters, business, financial matters, human resource matters and corporate
social responsibility initiatives of the Company. Presentations are also made at Board and committee meetings,
which facilitate their clear understanding of the Company''s business and the environment in which it operates.
Operational updates are provided for them to have a good understanding of Company''s operations, businesses
and the industry as a whole. They are periodically updated on material changes in regulatory framework and its
impact on the Company. The Company''s Policy of conducting familiarisation program has been disclosed at the
website of the Company at https://www.countryclubindia.net /Familiarisation-Proqramme.php

17. FIXED DEPOSITS:

The Company has not accepted any public deposits and, as such, no amount on account of principal or interest on
public deposits was outstanding on the date of the Balance sheet.

18. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS:

There were no fresh loans, guarantees or investments made by the Company under Section 186 of the Companies
Act, 2013 during the year under review.

The details of the existing Secured Loans availed from the Banks as on March 31, 2024 are given below:

a) Term Loans from Saraswat Co-op Bank, Loan of '' 7,500 Lakhs for expansion of existing Clubs and secured by way
of mortgage by deposit of title deed immovable property being land and building known as Hotel Amrutha Castle
Constructed on plot of land bearing Municipal Nos. 5-9-16, 5-9-17, and 6-9-18 and adjoining plot and land bearing
Municipal Nos. 5-9-19, and 5-9-18/3 situated at Saifabad, Secretarial Road, Hyderabad solely belonging to the
Company and deposit of title deed of immovable property located at Country Club Golden Star # 623, 624 Next to
Pramukh Swami Hospital, Adajan, Surat - 395 009 owned by Club Arzee Limited, immovable property at Country
Club Resort, Plot No. 496, Bhuvan Village, Kolad, Dist. Raigad. owned by Amruta Estates Private Limited, immovable
property, Hotel Amruta Castle, Opp. Secretariate, Saifabad, Hyderabad and additional charge on immovable
property at The Country Club, Balamatta Road, Mangalore - 575 001, Karnataka, belonging to the Company. The
Outstanding Balance for the Current year is '' Nil (Previous Year '' 2869.63 Lakhs)

b) Overdraft from Yes Bank Limited, Loan of '' 2,020 Lakhs for Company Working Capital is secured against the
Company''s Fixed Deposits. The Outstanding Balance for the Current year is '' 113.27 Lakhs (Previous Year
'' 1,111.96). Further, the quarterly returns filed by the company with bank are in agreement with books of accounts.

Other Loans

c) Lease Finance Loan from NOIDA Authority is secured against the Plot No. N-14, Sector - 18, Noida, Uttar Pradesh.
The Outstanding Balance for the Current year is '' 271.65 Lakhs (Previous Year '' 271.65 Lakhs). Company has not
recognized interest on the loan in the current year as the Company is in the process of settling the loan.

19. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTY:

All transactions entered into during the financial year 2024 - 2025 with Related Parties as defined under the
Companies Act and SEBI LODR Regulations were in the ordinary course of business and on an arm''s length basis.
During the year, the Company had entered into certain transaction referred to in Section 188 of the Companies Act,
with related parties which could be considered material under SEBI LODR Regulations. Accordingly, the disclosure
of Related Party Transactions as required under Section 134(3) of the Companies Act in Form AOC-2 is attached
herewith as Annexure - IV. Attention of Members is drawn to the disclosures of transactions with related parties set
out in Notes to Accounts forming part of the financial statements. The transactions with person or entity belonging
to the promoter/promoter group which holds 10 per cent or more shareholding in the Company as required under
Schedule V, Part A (2A) of SEBI LODR is given in Notes to Accounts (Note No. 32 on Related Party Transaction)
forming part of the financial statements.

As required under Regulation 23 of SEBI LODR Regulations, the Company has formulated a Related Party Transactions
Policy which is available on the website of the Company and can accessed at https://countryclubindia.net/files/
policies/7.pdf

20. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE
COMPANY:

There have been no other material changes and commitments in the business operations affecting the financial

position of the Company which have occurred between March 31,2025 and the date of signing of this Report, other
than those disclosed in this Report.

21. DETAILS OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS:

The Company has in place adequate internal financial controls with reference to financial statements. In addition, the
Company has also Re-appointed M/s. B.N. & Company, Chartered Accountants as the Internal Auditors of the
Company to conduct the regular Internal Audit and place its Report before the Audit Committee. During the year,
such controls were tested and no reportable material weakness in the design or operation was observed.

The internal controls over financial reporting have been identified by the management and are checked for effectiveness
across all locations and functions by the management and tested by the Auditors on sample basis. The controls are
reviewed by the management periodically and deviations, if any, are reported to the Audit Committee periodically.

22. CHANGE IN THE NATURE OF BUSINESS:

There has been no change in the nature of business of the Company during the financial year under review. The
Company is presently carrying on only Clubbing, Tourism, Hotel & Hospitality Services.

23. DETAILS OF SIGNIFICANT MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR
TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY’S OPERATIONS IN
FUTURE:

No significant or material orders were passed by the regulators or courts or tribunals impacting the going concern
status and company''s operations in future during the year under review.

24. CORPORATE GOVERNANCE:

As required by Regulation 27 of SEBI LODR Regulations, (Listing Regulations), a separate section containing the
Report on Corporate Governance together with the Certificate on the compliance with the conditions of Corporate
Governance issued by the Practicing Company Secretary is appended hereto and they form part of this Annual
Report.

25. SUBSIDIARY COMPANIES:

Pursuant to Section 129(3) of the Companies Act, 2013, a statement consisting salient features of financial statements
of subsidiaries, associates and joint venture companies in Form AOC-1 is appended as Annexure III to this Report.
The Company has Twenty Six (26) subsidiary outfits as on 31^st March, 2025:

Domestic Subsidiaries:

1. Aquarian Realtors Private Limited

2. Bush Betta Holiday Ownership Wildlife Adventure Resort Private Limited

3. Bright Resorts Private Limited

4. Chanakyapuri Resorts Private Limited

5. Club Arzee Limited

6. Country Vacations International Limited

7. International Country Holidays Private Limited

8. Jade Resorts Private Limited*

9. J J Arts & Entertainments Private Limited

10. Kolet Resort Club Private Limited*

11. Maruti Waterpark and Entertainments Private Limited

12. Swami Vivekanand Training and Education Centre Private Limited

13. Swimwel Investment and Trading Private Limited

International Subsidiaries:

1. Country Club Babylon Resort Private Limited, Sri Lanka

2. Country Vacations International Limited, Dubai

3. Country Vacations International LLC, UAE*

4. Country Vacations International LLC, Oman*

5. Country Vacations International LLC, Abu Dhabi*

6. Country Vacations International W.L.L, Bahrain*

7. Country Club and Vacations WLL, Qatar*

8. Country Vacations International SDS BHD, Malaysia*

9. Country Club Limited, England*

10. Country Club Fitness LLC - Dubai*

11. Country Club Hotel - UAE*

12. Country Vacations International - Kenya*

13. Kuwait Country Club Company WLL - Kuwait*

* Has become subsidiary of the Company under Section 2(87) of the Companies Act, 2013.

The Ministry of Corporate Affairs (MCA) has through its General Circular No. 2/2011 dated 08^th February 2011, has
granted general exemption to all the Companies from the requirement to attach various documents in respect of
Subsidiary Companies, as set out in Section 129 of the Companies Act 2013. Accordingly, Balance sheet, Profit and
Loss Account and other documents of the Subsidiary Companies are not being attached with the balance sheet of
the Company.

Further your Company hereby undertakes that Annual Accounts of the Subsidiary Companies and the related
detailed information shall be made available to the Shareholders of the Company and Subsidiary Companies
seeking such information at any point of time.

The Annual Accounts of the Subsidiary Companies shall also be available for inspection by the Members at
registered office of the Company during business hours on working days up to the date of the ensuing Annual
General Meeting. If any Member is interested in obtaining a copy thereof, such Member may write to the Company
Secretary, whereupon a copy would be sent.

All the Subsidiaries are non-operational Companies and non-performing Companies, hence, there is no contribution
in the overall performance of the Company. Further the Company does not have any Associate Companies or Joint
Venture Companies.

Further during the FY 2024-25, No Companies have become or ceased to be a Subsidiary, Joint Ventures or
Associate Companies of Country Club Hospitality & Holidays Limited.

26. TYPES OF COMMITTEES:

The Company has 4 different Committees, they are:

a. AUDIT COMMITTEE

Composition of the Audit Committee:

The Audit Committee for the F.Y 2024-2025 was constituted of the following members:

Name of the Member Category

1. Smt. Poojitha Baheti, Chairperson

2. Smt. Mamatha Madhavi V Reddy, Member Independent, Non-Executive Directors

3. Smt. Madhavi Thyagaraj, Member *

4. Smt. Priyanka Maniyar, Member *

* Under Section 168 of the Companies Act, 2013, Smt. Madhavi Thyagaraj, Member has submitted her Resignation
Letter on dated August 13, 2024 and ceased to be the Member of the Audit Committee and Smt. Priyanka Maniyar,
has been appointed as a Member of the Audit Committee with effect from September 08, 2024.

Smt. Khushboo Agarwal J, Company Secretary has acted as the Secretary to the Audit Committee.

The composition of the Audit Committee is in compliance with the requirements of Section 177 of the Companies Act,
2013 and Regulation 18 of SEBI LODR Regulations.

b. NOMINATION & REMUNERATION COMMITTEE

The Nomination and Remuneration Committee for the F.Y 2024-2025 was constituted of the following members:

Name of the Member Category

1. Smt. Mamatha Madhavi V Reddy, Chairperson

2. Smt. Poojitha Baheti, Member Independent, Non-Executive Directors

3. Smt. Madhavi Thyagaraj, Member *

4. Smt. Priyanka Maniyar, Member *

* Under Section 168 of the Companies Act, 2013, Smt. Madhavi Thyagaraj, Member has submitted her Resignation
Letter on dated August 13, 2024 and ceased to be the Member of the Nomination and Remuneration Committee
and Smt. Priyanka Maniyar, has been appointed as a Member of the Nomination and Remuneration Committee with
effect from September 08, 2024.

Smt. Khushboo Agarwal J, Company Secretary has acted as the Secretary to the Nomination and Remuneration
Committee.

The Company follows a policy on remuneration of directors and other senior managerial personnels. The Policy is
recommended by the Nomination and Remuneration Committee and approved by the Board. Policy on Directors
Appointment & Remuneration is appended as Annexure I to this Report.

c. STAKEHOLDERS RELATIONSHIP COMMITTEE

The Stakeholders Relationship Committee for the FY 2024-2025 was constituted of the following members:

Name of the Member Category

1. Smt. Poojitha Baheti, Chairperson

2. Smt. Mamatha Madhavi V Reddy, Member Independent, Non-Executive Directors

3. Smt. Madhavi Thyagaraj, Member *

4. Smt. Priyanka Maniyar, Member *

* Under Section 168 of the Companies Act, 2013, Smt. Madhavi Thyagaraj, Member has submitted her Resignation
Letter on dated August 13, 2024 and ceased to be the Member of the Stakeholders Relationship Committee and
Smt. Priyanka Maniyar, has been appointed as a Member of the Stakeholders Relationship Committee with effect
from September 08, 2024.

Smt. Khushboo Agarwal J, Company Secretary has acted as the Secretary to the Stakeholders Relationship
Committee.

d. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

The Corporate Social Responsibility Committee for the FY 2024-2025 was constituted of the following members:

Name of the Member Category

1. Smt. Mamatha Madhavi V Reddy, Chairperson

2. Smt. Madhavi Thyagaraj, Member * Independent, Non-Executive Directors

3. Smt. Priyanka Maniyar, Member *

4. Sri Y Siddharth Reddy, Member Executive Director

* Under Section 168 of the Companies Act, 2013, Smt. Madhavi Thyagaraj, Member has submitted her Resignation
Letter on dated August 13, 2024 and ceased to be the Member of the Corporate Social Responsibility Committee
and Smt. Priyanka Maniyar, has been appointed as a Member of the Corporate Social Responsibility Committee
with effect from September 08, 2024.

Smt. Khushboo Agarwal J, Company Secretary has acted as the Secretary to the Corporate Social Responsibility
Committee.

Details about the Policy developed and implemented by the Company on Corporate Social Responsibility initiatives
taken during the year: NIL

Since the Company is Loss making and has not generated any profits from last 5 years, Corporate Social Responsibility
initiatives have not taken.

27. CORPORATE SOCIAL RESPONSIBILITY:

A Corporate Social Responsibility (“CSR”) Committee has been constituted in accordance with Section 135 of the
Companies Act, 2013. However, since the Company is having losses from the last one decade. Hence the details
required under the Companies (Corporate Social Responsibility Policy) Rules, 2014, as amended, with respect to
the CSR Committee and an Annual Report on CSR activities undertaken during the financial year ended March 31,
2025 is not applicable.

28. STATEMENT PURSUANT TO LISTING AGREEMENT:

The Company''s Equity shares are listed at

1. BSE Limited, Mumbai.

2. National Stock Exchange of India Limited, Mumbai.

The Company has paid the Annual Listing Fees to the above Stock Exchanges for the year 2025-26.

29. DEPOSITORY SYSTEM:

Your Company''s equity shares are available for dematerialisation through National Securities Depository Limited
and Central Depository Services (India) Limited. As on March 31, 2025, 99.28% of the equity shares of the
Company were held in dematerialised form. The Company has paid the Annual Custodian Fees to the above
Depositories for the year 2025-26.

30. AUDITORS:

M/s. P. Murali & Co., Chartered Accountants, were appointed as Statutory Auditor of the Company in 31^st Annual
General Meeting for Five Consecutive years and shall hold the office until the conclusion of the 36^th Annual General
Meeting as per section 139 of Companies Act, 2013.

For the Financial Year 2024-25, your Company has paid '' 10,00,000 (Rupees Ten Lakh Only) plus applicable taxes
and out of pocket expenses subject to the ratification of the said fees by the members at the ensuing Annual General
Meeting pursuant to the Provisions of the Companies Act, 2013. The detailed breakup of the Auditors Fees is given
in Notes to Accounts (on Note No. 25 - Other Expenses) forming part of the Standalone financial statements.

The Report given by the Auditors on the financial statements of the Company is part of the Annual Report. There has
been no qualifications, reservations, adverse remarks or disclaimers given by the Auditors in their Report.

31. SECRETARIAL AUDIT REPORT:

The Board of Directors of the Company have appointed M/s. R & A Associates, Company Secretaries represented
by Mr. R. Ramakrishna Gupta (Membership No. FCS 5523), Practicing Company Secretary, as the Secretarial
Auditor to conduct Secretarial Audit of the Company for the Financial year ended 31^st March, 2025 in compliance
with the provisions of Section 204 of the Companies Act , 2013.

The report of the Secretarial Audit Report by M/s. R & A Associates, Company Secretaries represented by Mr.
Ramakrishna Gupta, Practicing Company Secretary, in Form MR-3 is enclosed as Annexure - II to this Report.

There are no qualifications, reservations but certain adverse remarks or disclaimers were made by M/s. R & A
Associates, Company Secretary in Practice, in the Secretarial Audit Report. The following are the observations made
by M/s. R & A Associates, Company Secretaries, Secretarial Auditors for which Board has replied as mentioned below:

The Board further confirms that the Company has complied with all the provisions of the Secretarial Standards
issued by the Institute of Company Secretaries of India.

32. COST AUDITORS:

Maintenance of cost records as specified by the Central Government under Section 148 (1) of the Act is not
applicable to the Company.

33. FRAUD REPORTING:

There have been no instances of fraud reported by the Auditors under Section 143(12) of the Companies Act, 2013
and Rules framed thereunder either to the Company or to the Central Government.

34. VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The Company has established a vigil mechanism for directors, employees and other stakeholders to report their
genuine concerns, details of which have been given in the Corporate Governance Report forming part of this Annual
Report.

The Board of Directors of the Company has adopted Whistle Blower Policy. This policy is formulated to provide an
opportunity to employees and an avenue to raise concerns and to access in good faith the Audit Committee, to the
highest possible standards of ethical, moral and legal business conduct and its commitment to open communication,
in case they observe unethical and improper practices or any other wrongful conduct in the Company, to provide
necessary safeguards for protection of employees from reprisals or victimization and to prohibit managerial personnel
from taking any adverse personnel action against those employees.

35. RISK MANAGEMENT POLICY AND BUSINESS RISK MANAGEMENT:

The Company has policy for identifying risk and assess business risks and opportunities and established controls
to effectively manage the risk. Further the company has laid down various steps to mitigate the identified risk.

The business risks identified are reviewed by the Board of Directors of the Company and a detailed action plan to
mitigate identified risks is drawn up and its implementation is monitored. The key risks and mitigation actions are
then placed before the Audit Committee of the Company.

However, Your Company does not have a Risk Management Committee as the said Provisions of SEBI LODR
Regulations are not applicable to the Company.

36. DISCLOSURE PERTAINING TO SEXUAL HARASSMENT OF WOMEN AT WORKPLACE:

During the Financial year ended 31^st March, 2025 the Company has neither received any complaints nor there are
any pending complaints pertaining to Sexual Harassment of Women at workplace (Prevention, Prohibition and
Redressal) Act, 2013 (POSH).

The Company is committed to creating and maintaining an atmosphere in which employees can work together,
without fear of sexual harassment, exploitation or intimidation. Every employee is made aware that the company is
strongly opposed to sexual harassment and that such behaviour is prohibited both by law and by the Company. No
cases of child labour, forced labour, involuntary labour and discriminatory employment were reported during the
period.

The Company has always believed in providing a safe and harassment-free workplace for every individual working
in the Company. The Company has complied with the applicable provisions of the POSH Act, and the rules framed
thereunder, including constitution of the Internal Complaints Committee. The Company has in place an Anti-Sexual
Harassment Policy in line with the requirements of the POSH Act and the same is available on the Company''s
website at https://countryclubindia.net/files/policies/posh.pdf.

37. MATERIAL DEVELOPMENTS IN HUMAN RESOURCE:

Given the highly specialized nature of the Company''s business and the large number of locations where it operates,
attracting and nurturing the right talent is at the core of your Company''s strategy for success and growth.
Accordingly, the HR function is organised into three key areas: customer acquisition, resort operations and corporate
functions. During the year, focus was on building capabilities through a structured approach to drive the Company''s

performance. This encompassed implementing changes across all components of the HR function: recruitment,
employee engagement, reward and recognition, skill upgrading, talent management, organisational culture and
employee relations. The Company organizes a TOP GUN training program where promising young employees are
trained to become next level managers. There are 1021 permanent Employees on the Rolls of the Company as on
31^st March, 2025. 256 (Two Hundred and Fifty-Six) new Employees has been recruited by the Company during FY
2024-25.

38. PERSONNEL:

Presently the Company enjoys cordial relations with employees and believes that human resources are invaluable
asset. The Board wishes to place on record its appreciation to all employees for their efforts and co-operation for the
performance and growth of business during the year.

39. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY
AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR ALONGWITH THEIR STATUS AS
AT THE END OF THE FINANCIAL YEAR:

There are no applications made or any proceeding pending against the Company under Insolvency and Bankruptcy
Code, 2016 (31 of 2016) during the Financial Year 2024-25.

40. DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE
TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR
FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF:

There are no instances of major difference between the amount of the Valuation done at the time of one-time
settlement and the valuation done while taking loan from the Banks such as The Saraswat Co-op Bank Limited or any
other Financial Institutions during the Financial Year 2024-25. During the Financial Year 2024-25, Company has
settled the outstanding Loans from the Saraswat Co-op Bank Limited through one time settlement. But there is no
major difference between the amount of the Valuation done at the time of one-time settlement and the valuation done
while taking loan from the Banks.

41. ACKNOWLEDGEMENTS:

The Directors wish to place on record their appreciation and sincere thanks to the customers, shareholders, banks,
financial institutions, investors, vendors, business associates and other associates, who through their continued
support and cooperation, have helped, as partners, in the Company''s progress.

The Directors also acknowledge the hard work, dedication and commitment of the employees. We wish to place on
record our appreciation for the untiring efforts and contributions made by the employees at all levels to ensure that
the Company continues to grow and excel.

For and on behalf of the Board of Directors of
COUNTRY CLUB HOSPITALITY & HOLIDAYS LIMITED

PLACE: HYDERABAD Y SIDDHARTH REDDY Y. VARUN REDDY

DATE : 08-09-2025 VICE-CHAIRMAN, JMD & CEO VICE-CHAIRMAN, JMD & COO

DIN:00815456 DIN:01905757

The Directors have pleasure in presenting the 33^rd Annual Report of the Company together with the Audited Accounts for the year ended 31^st March, 2024.

1. FINANCIAL RESULTS:

('' in Lakhs)

2. FINANCIAL PERFORMANCE OF THE COMPANY:

OVERVIEW & STATE OF COMPANY AFFAIRS:

During this year under review, the Consolidated Turnover of the Company was '' 6862.93 Lakhs as compared to '' 13596.09 Lakhs for the Previous Year and the Standalone Turnover of the Company was '' 6853.24 Lakhs as compared to '' 12273.42 Lakhs for the Previous Year.

Your Company had a Consolidated Net Loss (After deducting Finance Cost and Depreciation and Tax Expenses) of '' 485.87 Lakhs as compared to Net Profit of '' 1263.87 Lakhs for the Previous Year. The Standalone Net Loss of '' 121.72 Lakhs as compared to '' 14674.43 Lakhs for the Previous Year.

The Board of Directors noted and took on record the report of the business review and analyzed the various options available and suitable in the present circumstances to the Company. The Board decided that it was no longer cost

effective to manufacture and produce the goods in the present un-remunerative market conditions with the help of present undertaking. The Company is constantly striving to improve its membership and hope to achieve better results in the forthcoming year.

TRANSFER TO RESERVES:

Since the Company has no Profits, hence there is no amount to be proposed to carry forward to its Reserves or strengthen its Reserves.

DIVIDEND:

Since the Company is loss making, no amount has been proposed or recommended to be paid by way of Dividend to the Shareholders. However, the Company has adopted the Dividend Distribution Policy and same has been placed on the website of the Company at https://countrvclubindia.net/files/policies/Dividend-Distribution-Policv.pdf

3. OUTLOOK FOR INDIAN ECONOMY & INDUSTRIAL STRUCTURE:

India has emerged as the fastest growing major economy in the world and is expected to be one of the top three economic powers in the world over the next 5 years, backed by its robust democracy and strong partnerships.

A number of sectors in India - real estate, steel, cement, home building products and consumer durables, among others - reported unprecedented growth. By 2040, the real estate market will grow to '' 65,000 Crore (US$ 9.30 billion) from '' 12,000 Crore (US$ 1.72 billion) in 2019. Real estate sector in India is expected to reach US$ 1 trillion in market size by 2030, up from US$ 200 billion in 2021 and contribute 13% to the country''s GDP by 2025. Retail, hospitality and commercial real estate are also growing significantly, providing the much-needed infrastructure for India''s growing needs.

In 2024, we anticipate further downward trends in the global economy. This however, should be an opportunity for the Indian economy to become a world leader. The Tourism and Hospitality sector is likely to continue on its journey of long-term growth as we see a continuous rise in GDP per capita, larger disposable incomes, growing urbanization and most of all a larger focus of the world on us as the next big economy.

An increase in earning potential, a need for a better standard of living and the growing base of aspirational consumers and their lifestyle changes have led to substantial growth in the sector. With suited economic growth, the premium housing segment will also witness higher demand in the years to come.

India''s growth continues to be resilient despite some signs of moderation in growth, although significant challenges remain in the global environment, India was one of the fastest growing economies in the world.

The overall growth remains robust and is estimated to be 6.9% for the full year of FY 2022-23. There were some signs of moderation in the second half of FY 2022-23. Growth was underpinned by strong investment activity bolstered by the government''s capex push and buoyant private consumption, particularly among higher income earners. Inflation remained high, averaging around 6.7% in FY 2023-24 but the current account deficit narrowed in Q3 on the back of strong growth in service exports and easing global commodity prices.

The global tourism industry demonstrated remarkable resilience and adaptability in 2024. During the year, tourist arrivals internationally were 1,286 million, showing a 34% increase vis-a-vis 2023 and an 88% recovery from the pre pandemic levels of 2019. Europe retained the largest share of global inbound tourism, with 55% share in 2024, growing by 17% over that of 2023, and reaching 94% of the pre-pandemic levels.

4. FUTURE PROPSECTS AND OUTLOOK OF THE COMPANY:

The Indian economy is projected to grow by more than 6% in FY24 as per various institutional estimates, making it one of the fastest-growing economies. India''s growth journey could be the result of a culmination of favourable tailwinds like consistent agricultural performance, flattening of the COVID-19 infection curve, increase in government spending, reforms and an efficient roll-out of the vaccine, among others.

The Company witnessed an uptick in Hotel & Hospitality Sector compared to the year before. While we do expect the demand to catch up within the year, we believe the customers would expect relaxed holiday plans. We also expect some increase in customer outstanding owing to the pessimistic liquidity environment.

Leisure travel in India gathered momentum as Covid restrictions were eased. As the good market player, Country Club Hospitality & Holidays Limited has performed much better compared to the previous year. Occupancy has increased significantly. At the same time, membership acquisitions has recovered from the previous year and the Company added significant room inventory in FY 2023-24.

This has been possible due to your Company''s ability to leverage technology to drive business, its committed teams and a strong service culture. This allowed it to continue to reach-out to prospects, service members and swiftly restart and ramp-up operations after the restrictions were lifted. And, of course, the major factor has been the Country Club brand, which gives its members the confidence to travel and enjoy safe and immersive holiday experiences.

Your Company will focus on opportunistic growth avenues in current environment to create a healthy project pipeline across its markets. Fast turnaround deals shall be a specific focus area for new deals in F.Y 2023-2024. When evaluating new projects, the Company will continue to seek superior long-term growth in shareholder value by maximizing returns through optimal financing and fiscal discipline. The Company shall also enhance agility across its processes to further reduce project launch turnaround times. These shall provide your company with the competitive edge in operational excellence and customer experience respectively.

Country Club remains optimistic about the long-term sectorial direction. With a strong brand, Pan-India presence in Hyderabad, Mumbai, Ahmedabad, Faridabad, Surat, Kolkata, Kochi, Lucknow, Bandipur, Kovalam, Kodaikanal, Jim Corbett, Goa, Chennai and Bengaluru, demonstrated track record and robust marketing capabilities, your Company is poised for a better growth trajectory comparing to the current year.

5. SHARE CAPITAL:

The Paid-up Share Capital of the Company stands at '' 32,69,29,470 (Rupees Thirty Two Crores Sixty Nine Lakhs Twenty Nine Thousand Four Hundred and Seventy Only) as on 31^st March, 2024.

The entire Paid-up Share Capital of your Company is listed with both the Stock Exchange(s) namely, M/s. BSE Limited (BSE) and M/s. National Stock Exchange of India Limited (NSE).

6. NUMBER OF MEETINGS OF THE BOARD:

The Board met 6 (Six) times during the Financial Year 2023-24 on April 29, 2023, May 30, 2023, August 11,2023, September 08, 2023, November 11, 2023, and February 13, 2024.

7. MANAGEMENT DISCUSSION AND ANALYSIS:

Pursuant to Regulation 34(2) of SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015, a Report on the Management Discussion and Analysis for the FY 2023-24 is appended to this Report.

8. CONSERVATION OF ENERGY, TECHNICAL ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

Additional information as required u/s 134 of the Companies Act, 2013:

Information as required under section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 forming part of Directors Report for the year ended 31^st March, 2024.

The information as per Section 134 of the Companies Act, 2013 has to be presented:

A. Conservation of energy:

(i) The steps taken or impact on conservation of Energy: The Company is continuously monitoring the consumption of energy and implements wherever necessary the required measures for conserving it.

(ii) The Steps taken by the Company for utilising alternate sources of Energy: NIL

(iii) The Capital Investment on energy conservation equipments: NIL

B. Technology absorption:

(i) The efforts made towards technology absorption : No technology - indigenous or foreign is - involved.

(ii) The benefits derived like product : Not applicable

Improvement, cost reduction, product

Development or import substitution:

(iii) in case of imported technology : No technology has been imported during the

(imported during the last three years last three year.

reckoned from the beginning of the Financial year)

(a) The details of technology imported : Nil

(b) The year of import : Not applicable

(c) Whether the technology been fully Absorbed : Not applicable

(d) If not fully absorbed, areas where absorption : Not applicable

has not taken place, and the reasons thereof;

(iv) the expenditure incurred on Research and : Nil

Development.

C. Foreign exchange earnings and outgo:

2023-24 2022-23

Foreign Currency Earnings/Inflow NIL NIL

Foreign Currency Expenditure / Outflow NIL NIL

9. ANNUAL RETURN:

As required under Section 92 of the Companies Act, 2013 (the ‘Companies Act'') the Annual Return for the Financial Year ended March 31,2024 is available on the website of the Company at https://countryclubindia.net/Annual-Return.php.

10. PARTICULARS OF EMPLOYEES:

Information as per Rule 5(1) of Chapter XIII, Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:

a) The Median Remuneration of the employees of the Company during the financial year was '' 1,80,000/- Per Annum.

b) In the financial year, there was no increase in the median remuneration employees.

c) There are 765 permanent Employees on the Rolls of the Company as on 31^st March, 2024.

d) The key parameters for the variable component of remuneration availed by the directors are considered by the Board of Directors based on the recommendations of the Nomination and Remuneration Committee.

e) The ratio of the remuneration of the highest paid director to that of the employees who are not directors but receive remuneration in excess of the highest paid director during the year - N.A. and

f) It is hereby confirmed that the remuneration is as per the remuneration policy of the Company.

g) The information required pursuant to Section 197 of the Companies Act read with Rule 5(2)&(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company is available for inspection by the Members at registered office of the Company during business hours on working days up to the date of the ensuing Annual General Meeting. If any Member is interested in obtaining a copy thereof, such Member may write to the Company Secretary, whereupon a copy would be sent.

h) Since the company has committed default in payment of dues to the Bankers (Secured Creditors) up to March 31, 2023, No Remuneration has been paid to the Executive Directors (i.e. Mr. Y Rajeev Reddy, Mr. Y Siddharth Reddy and Mr. Y Varun Reddy) of the Company in the FY 2023-24. However, Later the Company has closed the Loans with all such Banks where the Company has earlier defaulted in payment of loans by obtaining one time settlement (“OTS”) Scheme in FY 2023-24. Since there is no default to the Secured Creditors as on March 31,2024, Company has proposed to pay the Remuneration to all the Executive Directors for the FY 2024-25.

The remuneration paid to the Key Managerial Personnel of the Company is as per remuneration policy.

Particulars of Employees receiving remuneration of ''.1.02.00.000 or more per annum or ''.8,50,000/- or more per month are given below:

Information as per Rule 5(2) of Chapter XIII, Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The Directors are to report that none of the employees were in receipt of remuneration of '' 1,02,00,000 or more per annum or '' 8,50,000 or more per month.

11. BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

In accordance with the Articles of Association of the Company and the provisions of the Section 152(6)(e) of the Companies Act, 2013, Sri Y Varun Reddy (DIN: 01905757), Vice-Chairman, JMD & COO of the Company will retire by rotation at the 33^rd Annual General Meeting and being eligible, offered himself for re-appointment.

Further Smt. Madhavi Thyagaraj (DIN: 10307245), who was appointed as an Additional Director on September 08,

2023, and who holds the office until the date of 32^nd Annual General Meeting, in terms of Section 161 of the Companies Act, 2013, upon the recommendation from Nomination and Remuneration Committee and upon Consent of the Shareholders in the 32^nd Annual General Meeting, Smt. Madhavi Thyagaraj (DIN: 10307245) has been appointed as an Independent Director of the Company for a term of 5 Years commencing from 30.09.2023 up to

29.09.2028, whose office is not liable to retire by rotation. She is further appointed as a Member of the Audit Committee, Stakeholders Relationship Committee and Nomination & Remuneration Committee of the Company with effect from September 08, 2023. In this regard, respective filings has been made with the concerned Statutory Authorities.

Further Smt. Priyanka Maniyar (DIN: 10650332), who was appointed as an Additional Director on September 08,

2024, and who holds the office until the date of 33^rd Annual General Meeting, in terms of Section 161 of the Companies Act, 2013, upon the recommendation from Nomination and Remuneration Committee and subject to the Consent of the Shareholders in the 33^rd Annual General Meeting, Smt. Priyanka Maniyar (DIN: 10650332) has been appointed as an Independent Director of the Company for a term of 5 Years commencing from 08.09.2024 up to

07.09.2029, whose office is not liable to retire by rotation. She is further appointed as a Member of the Audit Committee, Stakeholders Relationship Committee and Nomination & Remuneration Committee of the Company with effect from September 08, 2024. In this regard, respective filings has been made with the concerned Statutory Authorities.

Further Smt. Navya Challa (DIN: 08289816), has last attended Board Meeting and Audit Committee Meeting on dated May 30, 2022 and later stopped attending Meetings of the Company. Company is sending the Notices and Agenda of the Meetings, but she has not responded back to the Company. Pursuant to the Provision of Section 167(1)(b) of the Companies Act, 2013, whereby the Office of the Director shall Vacate if the Director absents himself / herself from all the meetings of the Board of Directors held during a period of twelve months with or without seeking leave of absence of the Board. Hence on the grounds of Section 167(1)(b) of the Companies Act, 2013, the Office of Smt. Navya Challa (DIN: 08289816) has been vacated with effect from September 08, 2023. In this regard, respective filings has been made with the concerned Statutory Authorities.

Further Sri Y Rajeev Reddy (DIN: 00115430) - Chairman & Managing Director has been recommended by the Nomination and Remuneration Committee in their meeting duly held on September 08, 2024 and proposed by the Board of Directors in their meeting duly held on September 08, 2024 and subject to the Consent of the Shareholders in the 33^rd Annual General Meeting, the revision of remuneration and the terms of remuneration payable to Sri Y Rajeev Reddy (DIN: 00115430), as Chairman & Managing Director of the Company for a term of 3 (three) years with effect from 01^st October, 2024 to 30^th September, 2027, whose office is liable to retire by rotation.

Further Sri Y Siddharth Reddy (DIN: 00815456) - Vice-Chairman, Joint Managing Director & Chief Executive Officer has been recommended by the Nomination and Remuneration Committee in their meeting duly held on September 08, 2024 and proposed by the Board of Directors in their meeting duly held on September 08, 2024 and subject to the Consent of the Shareholders in the 33^rd Annual General Meeting, Sri Y. Siddharth Reddy (DIN: 00815456) has been re-appointed as a Vice-Chairman, Joint Managing Director & Chief Executive Officer of the Company for a term of 3 (three) years with effect from 01^st September, 2025 to 30^th September, 2027, whose office is liable to retire by rotation.

Further Sri Y Varun Reddy (DIN: 01905757) - Vice-Chairman, Joint Managing Director & Chief Operating Officer has been recommended by the Nomination and Remuneration Committee in their meeting duly held on September 08, 2024 and proposed by the Board of Directors in their meeting duly held on September 08, 2024 and subject to the Consent of the Shareholders in the 33^rd Annual General Meeting, the revision of remuneration and the terms of remuneration payable to Sri Y Varun Reddy (DIN: 01905757), as Vice-Chairman, Joint Managing Director &

Chief Operating Officer of the Company for a term of 3 (three) years with effect from 01^st October, 2024 to 30^th September, 2027, whose office is liable to retire by rotation.

Sri Y Rajeev Reddy (DIN: 00115430) - Chairman & Managing Director, Sri Y Siddharth Reddy (DIN: 00815456) -Vice-Chairman, Joint Managing Director & Chief Executive Officer, Sri Y Varun Reddy (DIN: 01905757) - ViceChairman, Joint Managing Director & Chief Operating Officer, Sri Morla Anjaneya Prasad - Chief Financial Officer and Smt. Khushboo J Agarwal - Company Secretary and Compliance Officer are the Key Managerial Personnel of the Company as at the date of this Report.

12. POLICY ON DIRECTORS’ APPOINTMENT AND REMUNERATION:

The policy of the Company on Directors'' Appointment and Remuneration including criteria for determining qualifications, positive attributes, independence of a director and other matters provided under Section 178(3) of the Companies Act, is appended as Annexure I to this Report.

13. ANNUAL EVALUATION OF PEFORMANCE OF THE BOARD:

Regulations 27 of the SEBI, Listing Regulations states that the board shall monitor and review the board evaluation framework. The Companies Act, 2013 states that a formal annual evaluation needs to be made by the Board of its own performance and that of its committees and individual directors. Schedule IV of the Companies Act, 2013 states that the performance evaluation of the Independent Directors shall be done by the entire Board of Directors, excluding the director being evaluated.

The Company conducted a formal Board Effectiveness Review as part of its efforts to evaluate, identify improvements and thus enhance the effectiveness of the Board of Directors (Board), its Committees and Individual Directors. This was in line with the requirements mentioned in the Companies Act and the SEBI LODR Regulations.

The HR team of Country Club Hospitality & Holidays Limited worked directly with the Vice-Chairman, Joint Managing Director & Chief Operating Officer and the Nomination and Remuneration Committee of the Board, to design and execute this process which was adopted by the Board. Each Board Member completed a confidential online questionnaire, providing vital feedback on how the Board currently operates and how it might improve its effectiveness.

The survey comprised of four sections and compiled feedback and suggestions on:

• Board processes (including Board composition, strategic orientation and team dynamics);

• Individual committees;

• Individual Board members; and

• Chairman''s Feedback Report

A meeting of the Independent Directors was also held which reviewed the performance of Non-Independent Directors, Chairman and the quality, quantity and timelines of flow of information between the Company management and Board.

As per the amendments issued to the SEBI LODR Regulations in 2018, the performance evaluation criteria for independent directors included a check on their fulfillment of the independence criteria and their independence from the management.

The following reports were created, as part of the evaluation:

• Board Feedback Report

• Individual Board Member Feedback Report

• Chairman''s Feedback Report

The overall Board Feedback Report was facilitated by Mr. Nageshwar Rao with the Independent Directors. The Directors were vocal about the Board functioning effectively, but also identified areas which show scope for improvement. The Individual Committees and Board Members'' feedback was shared with the Vice-Chairman, Joint

Managing Director & Chief Operating Officer. Following his evaluation, Vice-Chairman, Joint Managing Director & Chief Operating Officer Feedback Report was also compiled.

14. DECLARATION GIVEN BY INDEPENDENT DIRECTORS:

The Independent Directors of the Company have submitted the Declaration of Independence, as required pursuant to Section 149 (7) of the Companies Act, 2013 confirming that they meet the criteria of independence as provided in Sub-Section (6) of section 149 of Companies Act, 2013 and Regulation 16 of SEBI LODR Regulations.

The Board is of the opinion that the Independent Directors of the Company possess requisite qualifications, experience and expertise in the field of finance, strategy, auditing, tax, financial services and infrastructure and Hotel & Hospitality Industry and they hold the highest standards of integrity.

In compliance with the rule 6(1) of the Companies (Appointment and Qualification of Directors) Rules, 2014, all the Independent Directors have registered themselves with the Indian Institute of Corporate Affairs. Since majority of the Independent Directors of the Company have served as Directors or Key Managerial Personnel in listed companies or in an unlisted public company having a paid-up share capital of '' 10 Crores or more for a period not less than 10 years, they are not required to undertake the proficiency test as per rule 6(4) of the Companies (Appointment and Qualification of Directors) Rules, 2014.

15. DIRECTORS’ RESPONSIBILITY STATEMENT:

Pursuant to the requirements under Section 134 of the Companies Act, 2013 with respect to the Directors'' Responsibility Statement, the Board of Directors of the Company hereby confirms:

(a) that in the preparation of the annual accounts for the Financial year ended 31^st March, 2024, the applicable accounting standards have been followed;

(b) that 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 as at 31^st March, 2024, and Profit and Loss Statement of the Company for that period;

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

(d) that the directors have prepared the annual accounts for the financial year ended 31^st March, 2024, on a going concern basis;

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

(f) that the directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively;

16. FIXED DEPOSITS:

The Company has not accepted any public deposits and, as such, no amount on account of principal or interest on public deposits was outstanding on the date of the Balance sheet.

17. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS:

There were no fresh loans, guarantees or investments made by the Company under Section 186 of the Companies Act, 2013 during the year under review.

The details of the existing Secured Loans availed from the Banks as on March 31, 2024 are given below:

a) Term Loans from Punjab National Bank, Loans I & II of '' 2,500 Lakhs for expansion of existing Clubs and secured by The Country Club (EROS Regency) situated at land Bearing Killa No. 2,9,10/1,10/2 & 11/4 at Village Lakarpur, EROS Regency Township, Surajkund, Faridabad, Haryana. The Outstanding Balance for the Current year is '' Nil (Previous Year '' 1,137.04Lakhs)

b) Term Loans from Saraswat Co-op Bank, Loan of '' 7,500 Lakhs for expansion of existing Clubs and secured by way of mortgage by deposit of title deed immovable property being land and building known as Hotel Amrutha Castle Constructed on plot of land bearing Municipal Nos. 5-9-16, 5-9-17, and 6-9-18 and adjoining plot and land bearing Municipal Nos. 5-9-19, and 5-9-18/3 situated at Saifabad, Secretarial Road, Hyderabad solely belonging to the Company and deposit of title deed of immovable property located at Country Club Golden Star # 623, 624 Next to Pramukh Swami Hospital, Adajan, Surat - 395 009 owned by Club Arzee Limited, immovable property at Country Club Resort, Plot No. 496, Bhuvan Village, Kolad, Dist. Raigad. owned by Amruta Estates Private Limited, immovable property, Hotel Amruta Castle, Opp. Secretariate, Saifabad, Hyderabad and additional charge on immovable property at The Country Club, Balamatta Road, Mangalore - 575 001, Karnataka, belonging to the Company. The Outstanding Balance for the Current year is '' 2869.63 Lakhs (Previous Year '' 3,955.35 Lakhs)

c) Term Loans from Cosmos Bank, Loan of '' 6,000 Lakhs for expansion of existing Clubs, refurbishment and modernization of its clubs located at Pune, Kolkata, Goa and Indore, secured by property located at “The Country Club De Goa” No.836/1, Anjuna Bardez, Goa owned by Aquarian Realtors Private Limited and “The Country Club Spring” situated at C.T.S No. 1104/03 of Village Kandivali, Parekh Nagar, Kandivali owned by M/s. Swami Vivekanand Training and Education Centre Private Limited and additional security by way of registered equitable mortgage on “Country Club Fun & Food”, 7^th Km, Khandwa Road, Kasturbaagram, Indore owned by the Company. The Outstanding Balance for the Current year is '' Nil (Previous Year '' 2,010.54 Lakhs)

d) Overdraft from Yes Bank Limited, Loan of '' 2,020 Lakhs for Company Working Capital is secured against the Company''s Fixed Deposits. The Outstanding Balance for the Current year is '' 1,111.96 Lakhs (Previous Year ''1,082.06). Further, the quarterly returns filed by the company with bank are in agreement with books of accounts.

Other Loans

e) Lease Finance Loan from NOIDA Authority is secured against the Plot No. N-14, Sector - 18, Noida, Uttar Pradesh. The Outstanding Balance for the Current year is '' 271.65 Lakhs (Previous Year '' 271.65 Lakhs). Company has not recognized interest on the loan in the current year as the Company is in the process of settling the loan.

18. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTY:

All transactions entered into during the financial year 2023 - 2024 with Related Parties as defined under the Companies Act and SEBI LODR Regulations were in the ordinary course of business and on an arm''s length basis. During the year, the Company had entered into certain transaction referred to in Section 188 of the Companies Act, with related parties which could be considered material under SEBI LODR Regulations. Accordingly, the disclosure of Related Party Transactions as required under Section 134(3) of the Companies Act in Form AOC-2 is attached herewith as Annexure - IV. Attention of Members is drawn to the disclosures of transactions with related parties set out in Notes to Accounts forming part of the financial statements. The transactions with person or entity belonging to the promoter/promoter group which holds 10 per cent or more shareholding in the Company as required under Schedule V, Part A (2A) of SEBI LODR is given in Notes to Accounts (Note No. 32 on Related Party Transaction) forming part of the financial statements.

As required under Regulation 23 of SEBI LODR Regulations, the Company has formulated a Related Party Transactions Policy which is available on the website of the Company and can accessed at https://countryclubindia.net/files/ policies/7.pdf

19. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

There have been no other material changes and commitments in the business operations affecting the financial position of the Company which have occurred between March 31,2024 and the date of signing of this Report, other than those disclosed in this Report.

20. DETAILS OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS:

The Company has in place adequate internal financial controls with reference to financial statements. In addition, the Company has also Re-appointed M/s. B. N & Company, Chartered Accountants as the Internal Auditors of the Company to conduct the regular Internal Audit and place its Report before the Audit Committee. During the year, such controls were tested and no reportable material weakness in the design or operation was observed.

The internal controls over financial reporting have been identified by the management and are checked for effectiveness across all locations and functions by the management and tested by the Auditors on sample basis. The controls are reviewed by the management periodically and deviations, if any, are reported to the Audit Committee periodically.

21. CHANGE IN THE NATURE OF BUSINESS:

There has been no change in the nature of business of the Company during the financial year under review. The Company is presently carrying on only Clubbing, Tourism, Hotel & Hospitality Services.

22. DETAILS OF SIGNIFICANT MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY’S OPERATIONS IN FUTURE:

No significant or material orders were passed by the regulators or courts or tribunals impacting the going concern status and company''s operations in future during the year under review.

23. CORPORATE GOVERNANCE:

As required by Regulation 27 of SEBI LODR Regulations, (Listing Regulations), a separate section containing the Report on Corporate Governance together with the Certificate on the compliance with the conditions of Corporate Governance issued by the Practicing Company Secretary is appended hereto and they form part of this Annual Report.

24. SUBSIDIARY COMPANIES:

Pursuant to Section 129(3) of the Companies Act, 2013, a statement consisting salient features of financial statements of subsidiaries, associates and joint venture companies in Form AOC-1 is appended as Annexure III to this Report. The Company has Twenty Six (26) subsidiary outfits as on 31^st March, 2024:

Domestic Subsidiaries:

1. Aquarian Realtors Private Limited

2. Bush Betta Holiday Ownership Wildlife Adventure Resort Private Limited

3. Bright Resorts Private Limited

4. Chanakyapuri Resorts Private Limited

5. Club Arzee Limited

6. Country Vacations International Limited

7. International Country Holidays Private Limited

8. Jade Resorts Private Limited*

9. J J Arts & Entertainments Private Limited

10. Kolet Resort Club Private Limited*

11. Maruti Waterpark and Entertainments Private Limited

12. Swami Vivekanand Training and Education Centre Private Limited

13. Swimwel Investment and Trading Private Limited

International Subsidiaries:

1. Country Club Babylon Resort Private Limited, Sri Lanka

2. Country Vacations International Limited, Dubai

3. Country Vacations International LLC, UAE*

4. Country Vacations International LLC, Oman*

5. Country Vacations International LLC, Abu Dhabi*

6. Country Vacations International W.L.L, Bahrain*

7. Country Club and Vacations WLL, Qatar*

8. Country Vacations International SDS BHD, Malaysia*

9. Country Club Limited, England*

10. Country Club Fitness LLC - Dubai*

11. Country Club Hotel - UAE*

12. Country Vacations International - Kenya*

13. Kuwait Country Club Company WLL - Kuwait*

* Has become subsidiary of the Company under Section 2(87) of the Companies Act, 2013.

The Ministry of Corporate Affairs (MCA) has through its General Circular No. 2/2011 dated 08^th February 2011, has granted general exemption to all the Companies from the requirement to attach various documents in respect of Subsidiary Companies, as set out in Section 129 of the Companies Act 2013. Accordingly, Balance sheet, Profit and Loss Account and other documents of the Subsidiary Companies are not being attached with the balance sheet of the Company.

Further your Company hereby undertakes that Annual Accounts of the Subsidiary Companies and the related detailed information shall be made available to the Shareholders of the Company and Subsidiary Companies seeking such information at any point of time.

The Annual Accounts of the Subsidiary Companies shall also be available for inspection by the Members at registered office of the Company during business hours on working days up to the date of the ensuing Annual General Meeting. If any Member is interested in obtaining a copy thereof, such Member may write to the Company Secretary, whereupon a copy would be sent.

All the Subsidiaries are non-operational Companies and non-performing Companies, hence, there is no contribution in the overall performance of the Company. Further the Company does not have any Associate Companies or Joint Venture Companies.

Further during the FY 2023-24, No Companies have become or ceased to be a Subsidiary, Joint Ventures or Associate Companies of Country Club Hospitality & Holidays Limited.

25. TYPES OF COMMITTEES:

The Company has 4 different Committees, they are:

a. AUDIT COMMITTEE Composition of the Audit Committee:

The Audit Committee for the F.Y 2023-2024 was constituted of the following members:

Name of the Member Category

1. Smt. Poojitha Baheti, Chairperson

2. Smt. Mamatha Madhavi V Reddy, Member Independent, Non-Executive Directors

3. Smt. Navya Challa, Member ¹

4. Smt. Madhavi Thyagaraj, Member ¹

* Under Section 167(1)(b) of the Companies Act, 2013, Smt. Navya Challa, Member has vacated the Office of the Director and Member of the Audit Committee with effect from September 08, 2023 and Smt. Madhavi Thyagaraj, has been appointed as a Member of the Audit Committee with effect from September 08, 2023.

Smt. Khushboo Agarwal J, Company Secretary has acted as the Secretary to the Audit Committee.

The composition of the Audit Committee is in compliance with the requirements of Section 177 of the Companies Act, 2013 and Regulation 18 of SEBI LODR Regulations.

b. NOMINATION & REMUNERATION COMMITTEE

The Nomination and Remuneration Committee for the F.Y 2023-2024 was constituted of the following members:

Name of the Member Category

1. Smt. Mamatha Madhavi V Reddy, Chairperson

2. Smt. Poojitha Baheti, Member Independent, Non-Executive Directors

3. Smt. Navya Challa, Member¹

4. Smt. Madhavi Thyagaraj, Member¹

* Under Section 167(1)(b) of the Companies Act, 2013, Smt. Navya Challa, Member has vacated the Office of the Director and Member of the Nomination and Remuneration Committee with effect from September 08, 2023 and Smt. Madhavi Thyagaraj, has been appointed as a Member of the Nomination and Remuneration Committee with effect from September 08, 2023.

Smt. Khushboo Agarwal J, Company Secretary has acted as the Secretary to the Nomination and Remuneration Committee.

The Company follows a policy on remuneration of directors and other senior managerial personnels. The Policy is recommended by the Nomination and Remuneration Committee and approved by the Board. Policy on Directors Appointment & Remuneration is appended as Annexure I to this Report.

c. STAKEHOLDERS RELATIONSHIP COMMITTEE

The Stakeholders Relationship Committee for the F.Y 2023-2024 was constituted of the following members:

Name of the Member Category

1. Smt. Poojitha Baheti, Chairperson

2. Smt. Mamatha Madhavi V Reddy, Member Independent, Non-Executive Directors

3. Smt. Navya Challa, Member ¹

4. Smt. Madhavi Thyagaraj, Member ¹

Madhavi Thyagaraj, has been appointed as a Member of the Stakeholders Relationship Committee with effect from September 08, 2023.

Smt. Khushboo Agarwal J, Company Secretary has acted as the Secretary to the Stakeholders Relationship Committee.

d. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

The Corporate Social Responsibility Committee for the F.Y 2023-2024 was constituted of the following members:

Name of the Member Category

1. Smt. Mamatha Madhavi V Reddy, Chairperson

2. Smt. Navya Challa, Member * Independent, Non-Executive Directors

3. Smt. Madhavi Thyagaraj, Member *

4. Sri Y Siddharth Reddy, Member Executive Director

* Under Section 167(1)(b) of the Companies Act, 2013, Smt. Navya Challa, Member has vacated the Office of the Director and Member of the Corporate Social Responsibility Committee with effect from September 08, 2023 and Smt. Madhavi Thyagaraj, has been appointed as a Member of the Corporate Social Responsibility Committee with effect from September 08, 2023.

Smt. Khushboo Agarwal J, Company Secretary has acted as the Secretary to the Corporate Social Responsibility Committee.

Details about the Policy developed and implemented by the Company on Corporate Social Responsibility initiatives taken during the year: NIL

Since the Company is Loss making and has not generated any profits from last 5 years, Corporate Social Responsibility initiatives have not taken.

26. STATEMENT PURSUANT TO LISTING AGREEMENT:

The Company''s Equity shares are listed at

1. BSE Limited, Mumbai.

2. National Stock Exchange of India Limited, Mumbai.

The Company has paid the Annual Listing Fees to the above Stock Exchanges for the year 2024-25.

27. DEPOSITORY SYSTEM:

Your Company''s equity shares are available for dematerialisation through National Securities Depository Limited and Central Depository Services (India) Limited. As on March 31, 2024, 99.26% of the equity shares of the Company were held in dematerialised form. The Company has paid the Annual Custodian Fees to the above Depositories for the year 2024-25.

28. AUDITORS:

M/s. P. Murali & Co., Chartered Accountants, were appointed as Statutory Auditor of the Company in 31^st Annual General Meeting for Five Consecutive years and shall hold the office until the conclusion of the 36^th Annual General Meeting as per section 139 of Companies Act, 2013.

For the Financial Year 2023-24, your Company has paid '' 10,00,000 (Rupees Ten Lakh Only) plus applicable taxes and out of pocket expenses subject to the ratification of the said fees by the members at the ensuing Annual General

Meeting pursuant to the Provisions of the Companies Act, 2013. The detailed breakup of the Auditors Fees is given in Notes to Accounts (on Note No. 25 - Other Expenses) forming part of the Standalone financial statements.

The Report given by the Auditors on the financial statements of the Company is part of the Annual Report. There has been no qualifications, reservations, adverse remarks or disclaimers given by the Auditors in their Report.

29. SECRETARIAL AUDIT REPORT:

The Board of Directors of the Company have appointed M/s. R & A Associates, Company Secretaries represented by Mr. R. Ramakrishna Gupta (Membership No. FCS 5523), Practicing Company Secretary, as the Secretarial Auditor to conduct Secretarial Audit of the Company for the Financial year ended 31^st March, 2024 in compliance with the provisions of Section 204 of the Companies Act , 2013.

The report of the Secretarial Audit Report by M/s. R & A Associates, Company Secretaries represented by Mr. Ramakrishna Gupta, Practicing Company Secretary, in Form MR-3 is enclosed as Annexure - II to this Report.

There are no qualifications, reservations but certain adverse remarks or disclaimers were made by M/s. R & A Associates, Company Secretary in Practice, in the Secretarial Audit Report. The following are the observations made by M/s. R & A Associates, Company Secretaries, Secretarial Auditors for which Board has replied as mentioned below:

The Board further confirms that the Company has complied with all the provisions of the Secretarial Standards issued by the Institute of Company Secretaries of India.

30. COST AUDITORS:

Maintenance of cost records as specified by the Central Government under Section 148 (1) of the Act is not applicable to the Company.

31. FRAUD REPORTING:

There have been no instances of fraud reported by the Auditors under Section 143(12) of the Companies Act, 2013 and Rules framed thereunder either to the Company or to the Central Government.

32. VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The Company has established a vigil mechanism for directors, employees and other stakeholders to report their genuine concerns, details of which have been given in the Corporate Governance Report forming part of this Annual Report.

The Board of Directors of the Company has adopted Whistle Blower Policy. This policy is formulated to provide an opportunity to employees and an avenue to raise concerns and to access in good faith the Audit Committee, to the highest possible standards of ethical, moral and legal business conduct and its commitment to open communication, in case they observe unethical and improper practices or any other wrongful conduct in the Company, to provide necessary safeguards for protection of employees from reprisals or victimization and to prohibit managerial personnel from taking any adverse personnel action against those employees.

33. RISK MANAGEMENT POLICY AND BUSINESS RISK MANAGEMENT:

The Company has policy for identifying risk and assess business risks and opportunities and established controls to effectively manage the risk. Further the company has laid down various steps to mitigate the identified risk.

The business risks identified are reviewed by the Board of Directors of the Company and a detailed action plan to mitigate identified risks is drawn up and its implementation is monitored. The key risks and mitigation actions are then placed before the Audit Committee of the Company.

However, Your Company does not have a Risk Management Committee as the said Provisions of SEBI LODR Regulations are not applicable to the Company.

34. DISCLOSURE PERTAINING TO SEXUAL HARASSMENT OF WOMEN AT WORKPLACE:

During the Financial year ended 31^st March, 2024 the Company has neither received any complaints nor there are any pending complaints pertaining to Sexual Harassment of Women at workplace (Prevention, Prohibition and Redressal) Act, 2013 (POSH).

The Company is committed to creating and maintaining an atmosphere in which employees can work together, without fear of sexual harassment, exploitation or intimidation. Every employee is made aware that the company is strongly opposed to sexual harassment and that such behaviour is prohibited both by law and by the Company. No cases of child labour, forced labour, involuntary labour and discriminatory employment were reported during the period.

The Company has always believed in providing a safe and harassment-free workplace for every individual working in the Company. The Company has complied with the applicable provisions of the POSH Act, and the rules framed thereunder, including constitution of the Internal Complaints Committee. The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of the POSH Act and the same is available on the Company''s website at https://countrvclubindia.net/files/policies/posh.pdf.

35. MATERIAL DEVELOPMENTS IN HUMAN RESOURCE:

Given the highly specialized nature of the Company''s business and the large number of locations where it operates, attracting and nurturing the right talent is at the core of your Company''s strategy for success and growth. Accordingly, the HR function is organised into three key areas: customer acquisition, resort operations and corporate functions. During the year, focus was on building capabilities through a structured approach to drive the Company''s performance. This encompassed implementing changes across all components of the HR function: recruitment, employee engagement, reward and recognition, skill upgrading, talent management, organisational culture and employee relations. The Company organizes a TOP GUN training program where promising young employees are trained to become next level managers. There are 765 permanent Employees on the Rolls of the Company as on 31^st March, 2024. More than 50 new Employees has been recruited by the Company during FY 2023-24.

36. PERSONNEL:

Presently the Company enjoys cordial relations with employees and believes that human resources are invaluable asset. The Board wishes to place on record its appreciation to all employees for their efforts and co-operation for the performance and growth of business during the year.

37. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR ALONGWITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR:

There are no applications made or any proceeding pending against the Company under Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the Financial Year 2023-24.

38. DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF:

There are no instances of major difference between the amount of the Valuation done at the time of one-time settlement and the valuation done while taking loan from the Banks such as Punjab National Bank and Cosmos Bank or any other Financial Institutions during the Financial Year 2023-24. During the Financial Year 2023-24, Company has settled the outstanding Loans from the above-mentioned Banks through one time settlement. But there is no major difference between the amount of the Valuation done at the time of one-time settlement and the valuation done while taking loan from the Banks.

39. ACKNOWLEDGEMENTS:

The Directors wish to place on record their appreciation and sincere thanks to the customers, shareholders, banks, financial institutions, investors, vendors, business associates and other associates, who through their continued support and cooperation, have helped, as partners, in the Company''s progress.

The Directors also acknowledge the hard work, dedication and commitment of the employees. We wish to place on record our appreciation for the untiring efforts and contributions made by the employees at all levels to ensure that the Company continues to grow and excel.

For and on behalf of the Board of Directors of COUNTRY CLUB HOSPITALITY & HOLIDAYS LIMITED

PLACE: HYDERABAD Y SIDDHARTH REDDY Y VARUN REDDY

DATE : 08-09-2024 VICE-CHAIRMAN, JMD & CEO VICE-CHAIRMAN, JMD & COO

DIN:00815456 DIN:01905757

1

Under Section 167(1)(b) of the Companies Act, 2013, Smt. Navya Challa, Member has vacated the Office of the Director and Member of the Stakeholders Relationship Committee with effect from September 08, 2023 and Smt.

To,

The Members of

M/s. Country Club Hospitality & Holidays Limited

The Directors are pleased in presenting the 27th Annual Report of the Company together with Audited Financial Statements for the year ended 31stMarch, 2018.

Financial Results (Rupees in Lakhs)

Statement of Affairs and Operations:

During the year under review, the Consolidatedturnover of the Company was Rs.332.41 Crores as compared to Rs.456.96Crores for the previous year. The Company is constantly striving to improve its membership, and hopes to achieve better results in the forthcoming year.

Transfer to Reserves:

The Company has not transferred any amount to the general reserve for the Financial Year ended 31st March, 2018.

Outlook:To be as per MDAR

India’s travel and tourism industry is one of the most profitable industries in the country, and also credited with contributing a substantial amount of foreign exchange. Indian tourism offers a potpourri of different cultures, traditions, festivals and places of interest.

Number of meetings of the board:

8 Board Meetings & 4 Audit Committee Meetings were held during the FinancialYear 2017-18.

The Meetings of the other committees of the Board were held during the year 2017-18:

1 Nomination and Remuneration Committee meeting

1 Stake Holders relationship Committee

For details pertaining to dates attendance of Directors for the said Meetings, please refer to the corporate governance report, which forms part of this report.

Share Capital:

The Paid-up Share Capital of the Company stands at Rs. 32,69,29,470 (Rupees Thirty Two Crores Sixty Nine Lakhs Twenty Nine Thousand Four Hundred and Seventy Only) as on 31st March, 2018.

The entire Paid-up Share Capital of the Company is listed with both the Stock Exchange(s) namely, M/s. BSE Limited and M/s. National Stock Exchange Of India Limited (NSE).

Management Discussion and Analysis:

Pursuant to Regulation 34 of SEBI(Listing Obligations & Disclosure Requirements) Regulations 2015, a report on the management discussion and analysis is enclosed herewith.

Extracts of Annual Return and other disclosures under Companies (Appointment & Remuneration) Rules, 2014

The Extract of Annual Return in Form No. MGT-9 as per Section 134 (3) (a) of the Companies Act, 2013 read with Rule 8 of Companies Act (Accounts) Rules 2014 is annexed hereto and forms part of this report.

The weblink for accessing extract of annual return is www.countryclubindia.net

Particulars of Employees: Information as per Rule 5(1) of Chapter XIII, Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

1. The Median Remuneration of the employees of the Company during the financial year wasRs. 1,32,000/

2. In the financial year, there was an increase of 5-10% in the median remuneration employees.

3. There are 3916 permanent Employees on the Rolls of the Company as on 31st March, 2018.

4. The key parameters for the variable component of remuneration availed by the directors are considered by the Board of Directors based on the recommendations of the Nomination and Remuneration Committee.

5. The ratio of the remuneration of the highest paid director to that of the employees who are not directors but receive remuneration in excess of the highest paid director during the year - N.A. and

6. It is hereby confirmed that the remuneration is as per the remuneration policy of the Company.

The remuneration paid to the Key Managerial Personnel of the Company is as per remuneration policy Particulars of Employees receiving remuneration of Rs.1,02,00,000 or more per annum orRs.8,50,000/- or more per month are given below:

Information as per Rule 5(1) of Chapter XIII, Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The Directors are to report that none of the employees were in receipt of remuneration of Rs.1,02,00,000 or more per annum or Rs.8,50,000 or more per month.

Directors :

Appointment and Cessation of the Directors from the Board is as follows:

1. Smt. Mamatha Madhavi Venkateshwara Reddy got appointed as Additional Director and Shri. IndukuriSubbaraju vacated the Board as director w.e.f 07thMarch, 2018

2. Smt. Y Manjula Reddy, and ShriVenkateswaraDontireddy vacated from the Board of Directors w.e.f8thMarch, 2018.

3. Shri. D. Krishna Kumar Raju, vacated from the Board as Director w.e.f 13thAugust, 2018 after the closure of financial year.

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Shri. Y. Varun Reddy, Director of the Companywho retire by rotation at the 27th Annual General Meeting and being eligible, offershimself for re-appointment.

Brief profile of the Director proposed to be re-appointed stating the nature of their expertise in specific functional areas, their shareholding along with other relevant details are given at the end of the Notice of the Annual General Meeting. The Board recommends their appointment by the Members at the ensuing 27th Annual General Meeting.

None of the directors of the Company are disqualified from being appointed as directors as specified in section 164 of the Companies Act, 2013, as amended.

Statement on Declaration given by Independent Directors under Sub-Section (6) of Section 149 of the Companies Act, 2013:

The Independent Directors have submitted the Declaration of Independence, as required pursuant to Section 149 (7) of the Companies Act, 2013 stating that they meet the criteria of independence as provided in Sub-Section (6) of section 149 of Companies Act, 2013.

Directors’ Responsibility Statement:

Pursuant to the requirements under Section 134 of the Companies Act, 2013 with respect to the Directors’ Responsibility Statement, the Board of Directors of the Company hereby confirms:

(a) that in the preparation of the annual accounts for the Financial year ended 31st March, 2018, the applicable accounting standards have been followed;

(b) that 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 as at 31st March, 2018, and Profit and Loss Statement of the Company for that period;

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

(d) that the directors have prepared the annual accounts for the financial year ended 31st March, 2018, on a going concern basis;

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

(f) that the directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively;

Maintenance of cost records:

Maintenance of cost records as specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013, is not applicable to the Company and hence, such accounts and records are not require to maintain.

Sexual Harassment of Women at Workplace:

The company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

Related Party Transactions :

All the related party transactions are entered on arms length basis and are in compliance with the applicable provisions of the Act and the listing agreement. There are no materially significant related party transactions made by the Company during the Financial Year 2017-18 which may have the potential conflict with the interest of the company at large.

Thus disclosure in Form AOC-2 is not required.

Auditors:

M/s. P C N & Associates (Formerly known as M/s Chandra Babu Naidu & Co.,) Chartered Accountants, were appointed as Statutory Auditors of the Company in 26th Annual General Meeting for Five Consecutive years and shall hold the office until the conclusion of the 30th Annual General Meeting as per section 139 of Companies Act, 2013.

The Report given by the Auditors on the financial statements of the Company is part of the Annual Report. There has been no qualification, reservation, adverse remark or disclaimer given by the Auditors in their Report. The Auditors have not reported any frauds to the Audit Committee and/or to the Central Government as prescribed under Section 143 (12) of the Companies Act, 2013.

Types of Committees:

The Company has 4 Committees, they are:

a) Audit Committee

Composition of the Audit Committee:

The Audit Committee for the year was constituted of the following members

Name of the Member Category

1.Shri Y. Subba Rao, Chairman 1

2.Shri D. V. Ratna Kishore, Member { Independent Directors

3.Smt. Mamatha Madhavi V Reddy* J

3. Shri D. Krishna Kumar Raju, Member* Non-Executive Director

Mrs. V. Sreelatha, Company Secretary has acted as the Secretary to the Committee.

*During the year Smt. Mamatha Madhavi V Reddy was appointed as Member of Audit Committee w.e.f 7th March’ 2018 and Shri D. Krishna Kumar Raju, Member has resigned from the Committee w.e.f 7th March’ 2018.

b) Nomination & Remuneration Committee

The Nomination and Remuneration Committee for the year was constituted of the following members:

Name of the Member Category

1.Shri K. Satyanarayana Raju , Chairman 1

2.Shri Y. Subba Rao, Member { Independent Directors

3.Shri D. V. Ratna Kishore, Member

c) Stakeholders Relationship Committee

The Stakeholders Relationship Committee was constituted of the following Directors:

Name of the Member Category

1.Shri Y. Subba Rao, Chairman I

2.Shri Indukuri Venkata Subba Raju, Member* v Independent Directors 3.Shri D. V. Ratna Kishore, Member |

4.Smt. Mamatha Madhavi V Reddy* J

*Smt. Mamatha Madhavi V Reddy was appointed as Member of the Committee w.e.f 7th March’ 2018 and Shri Indukuri Venkata Subba Raju, Member has resigned from the Committee w.e.f 7th March’ 2018.

d) Corporate Social Responsibility Committee

The Corporate Social Responsibility Committee was constituted of the following Directors:

Name of the Member Category

1.ShriVenkateswaraDontireddy Reddy, Chairman* I

2.ShriIndukuri Venkata Subba Raju, Member* v Independent Directors 3.Smt. Mamatha Madhavi V Reddy, Chairman* ¦

4.Shri D. V. Ratna Kishore, Member* J

5.ShriY. Siddharth Reddy, Member

*(1) Shri D. V. Ratna Kishore was appointed as Member of the Committee w.e.f 7th March’ 2018 and Smt. Mamatha Madhavi V Reddy was appointed as Chairman of the Committee on 7th March, 2018.

(2) Shri Indukuri Venkata Subba Raju, Member has resigned from the Committee w.e.f 7th March’ 2018 and ShriVenkateswaraDontireddy Reddy, Chairman has resigned from the Committee w.e.f 14th March’ 2018.

Statement pursuant to the Listing Agreement:

The Company’s equity shares are listed on the BSE Limited (BSE) and National Stock Exchange of India Limited (NSE) and the Company has paid the annual listing fees up to Financial Year2017-18.

Corporate Governance:

As required by Regulation 34 of SEBI(LODR)Regulations, 2015a separate section containing the Report on Corporate Governance together with the Certificate on the compliance with the conditions of Corporate Governance issued by the Auditors of the Company is appended hereto and they form part of this Annual Report.

Secretarial Audit

The Board of Directors have appointed M/s R. & A Associates, a firm of practicing Company Secretaries, Hyderabad as the Secretarial Auditors to conduct Secretarial Audit of the Company for the Financial year ended 31st March, 2018 in compliance with the provisions of Section 204 of the Companies Act , 2013.

The report of the Secretarial Audit Report by M/s. R & A Associates, in Form MR-3 is enclosed as Annexure to this Report.

The report on secretarial audit does not contain any qualification or adverse remark.

Vigil Mechanism/Whistle Blower Policy:

The Board of Directors of the Company have adopted Whistle Blower Policy. This policy is formulated to provide an opportunity to employees and an avenue to raise concerns and to access in good faith the Audit Committee, to the highest possible standards of ethical, moral and legal business conduct and its commitment to open communication, in case they observe unethical and improper practices or any other wrongful conduct in the Company, to provide necessary safeguards for protection of employees from reprisals or victimization and to prohibit managerial personnel from taking any adverse personnel action against those employees.

Details of adequacy of internal financial controls

The company has in place adequate internal financial controls with reference to financial statements. In addition, the Company has also appointed M/s. B.N & Company, Chartered Accountants as the Internal Auditors of the Company to conduct the regular Internal Audit and place its Report before the Audit Committee. During the year, such controls were tested and no reportable material weakness in the design or operation was observed.

Change in the Nature of Business:

There has been no change in the nature of business of the Company during the financial year under review.

The details of significant material orders passed by the regulators or courts or tribunals impacting the going concern status and Company’s operations in future:

No significant or material orders were passed by the regulators or courts or tribunals impacting the going concern status and company’s operations in future during the year under review Material changes and Commitments:

There were no material changes and commitments in the business operations of the Company from the Financial Year ended 31st March, 2018 to the date of signing of the Director’s Report.

Risk Management Policy

The Company has policy for identifying risk and established controls to effectively manage the risk. Further the company has laid down various steps to mitigate the identified risk.

Mechanism for Board Evaluation:

Pursuant to Regulation17 of the SEBI(LODR)Regulations,2015and section 134 of the Companies Act, 2013states that the board shall monitor and review the board evaluation framework. The Companies Act, 2013 states that a formal annual evaluation needs to be made by the Board of its own performance and that of its committees and individual directors. Schedule IV of the Companies act, 2013 states that the performance evaluation of the independent directors shall be done by the entire Board of Directors, excluding the director being evaluated.

The Directors evaluation was broadly based on the parameters such as understanding of the Company’s vision and objective, skills, knowledge and experience, participation and attendance in Board/ Committee meetings; governance and contribution to strategy; interpersonal skills etc.

The Board has carried out the annual performance evaluation of its own performance, the Directors individually as well as evaluation of the working of its Board Committees. A structures questionnaire was prepared covering various aspects of the Board’s functioning such as adequacy of the composition of the Board and its Committees, Board Culture, execution and performance of specific duties, obligations and governance.

A meeting of the Independent Directors was also held which reviewed the performance of Non-Independent Directors, Chairman and the quality, quantity and timelines of flow of information between the Company management and Board.

Disclosure pertaining to sexual harassment of women at workplace:

During the Financial year ended 31stMarch, 2018 the Company has neither received any complaints nor there are any pending complaints pertaining to sexual harassment.

Subsidiary Companies:

Pursuant to Section 129(3) of the Companies Act, 2013, a statement consisting salient features of financial statements of subsidiaries, associates and joint venture companies in Form AOC-1 is attached. The Company has Twenty Two (22) subsidiary outfits as on 31st March, 2018:

Domestic Subsidiaries:

1. Aquarian Realtors Private Limited

2. Bush Betta Holiday Ownership Wildlife Adventure Resort Private Limited

3. Bright Resorts Private Limited

4. Chanakyapuri Resorts Private Limited

5. Club Arzee Limited

6. International Country Holidays Private Limited

7. Jade Resorts Private Limited*

8. J J Arts & Entertainments Private Limited

9. Kolet Resort Club Private Limited*

10. Maruti Waterpark and Entertainments Private Limited

11. Country Vacations International Limited, India

12. Swami Vivekanand Training and Education Centre Private Limited

13. Swimwel Investment and Trading Private Limited

International Subsidiaries:

1. Country Club Babylon Resort Private Limited, Sri Lanka

2. Country Vacations International Limited, Dubai

3. Country Vacations International LLC, Dubai*

4. Country Vacations International LLC, Oman*

5. Country Vacations International LLC, Abu Dhabi*

6. Country Vacations International W.L.L, Bahrain*

7. Country Club and Vacations WLL, Qatar*

8. Country Vacations International SDN BHD, Malaysia*

9. Country Vacations International Limited, London*

* Has become subsidiary of the Company under Section 2(87) of the Companies Act, 2013.

The Ministry of Corporate Affairs (MCA) has through its General Circular No. 2/2011 dated 08th February 2011, has granted general exemption to all the Companies from the requirement to attach various documents in respect of Subsidiary Companies, as set out in Section 129of the Companies Act 2013. Accordingly Balance sheet, Profit and Loss Statement and other documents of the Subsidiary Companies are not being attached with the balance sheet of the Company.

Further your Company hereby undertakes that Annual Accounts of the Subsidiary Companies and the related detailed information shall be made available to the Shareholders of the Company and Subsidiary Companies seeking such information at any point of time. The Annual Accounts of the Subsidiary Companies shall also be kept open for inspection by the Shareholders at the Registered Office of the Company and of the Subsidiary Companies concerned. The Company shall furnish a hard copy of details of Accounts of Subsidiaries to any shareholder on demand.

Personnel:

The relationship between the management and the staff was very cordial throughout the year under review. Your Directors take this opportunity to record their appreciation for the cooperation and loyal services rendered by the employees.

Deposits:

The Company has not accepted any deposits from public and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the balance sheet.

Particulars of Loans, Guarantees and Investments:

There were no fresh loans, Guarantees and investments made by the Company under Section 186 of the Companies Act, 2013 during the year under review.

Acknowledgments:

Your Directors wish to place on record their appreciation for the support extended by government authorities, bankers, customers and shareholders of the Company.

Your Directors also wish to place on record their appreciation for the sincere services rendered by the employees of your Company during the year. Their dedication, teamwork and efficiency have been commendable.

For and on behalf of the Board

For Country Club Hospitality & Holidays Limited

Y. Varun Reddy Y. Siddharth Reddy

Place : Hyderabad Vice-Chairman, JMD & COO Vice-Chairman, JMD & CEO

Date : 13th August, 2018 DIN: 01905757 DIN: 00815456

Directors'' Report

To

The Members of

M/s. Country Club Hospitality & Holidays Limited

The Directors are pleased in presenting the 25^th Annual Report of the Company together with Audited Annual Accounts for the year ended 31^st March, 2016.

Financial Results

(Rupees in Lakhs)

Statement of Affairs and Operations:

During the year under review, the Consolidated turnover of the Company was Rs.533.08 Crores as compared to Rs.500.46 Crores for the previous year. The Company is constantly striving to improve its membership, and hopes to achieve better results in the forthcoming year.

Consolidated Profit before Tax increased by 18.5 % from Rs.3200.30 Lacs for the FY 2014-15 to Rs.3796.75 Lacs in the FY 2015-16.

Consolidated Profit after Tax increased by 4 % from Rs.2677.20 Lacs for the FY 2014-15 to Rs.2780.02 Lacs in the FY 2015-16. Outlook:

India''s travel and tourism industry is one of the most profitable industries in the country, and also credited with contributing a substantial amount of foreign exchange. Indian tourism offers a potpourri of different cultures, traditions, festivals and places of interest.

The country is one of the favorite tourist destinations from the year 2009 and will continue to be one of the favorite till 2018, in accordance to world travel and tourism Council (WTTC). Further, the Travel and Tourism Competitiveness Report by World Economic Forum, has ranked India at the sixth place in tourism and hospitality.

Key segments of the Indian tourism and hospitality industry are:

- Accommodation and catering

- Transportation

- Attractions

- Travel agents

- Tour operators

The Indian tourism industry has been on an upswing for last few years partially due to an excellent ''Incredible India¹ campaign and is expected to Rise up to US$ 431.7 billion by the end of 2020.

The presence of world-class hospitals and skilled medical professionals make India a preferred destination for medical tourism. Tour operators are teaming up with hospitals to tap this market.

Cruise shipping is one of the most dynamic and fastest growing components of the global leisure industry. India, with its vast and beautiful coastline, virgin forests, and undisturbed idyllic islands can be a fabulous tourist destination for cruise tourists.

India has potential to develop the rural tourism industry as most of its population resides in rural areas. This can benefit the local community economically and socially, and enable interaction between tourists and locals for a mutually enriching experience.

Number of meetings of the board:

6 Board Meetings & 4 Audit Committee Meetings were held during the Financial Year 2015-16.

The Meetings of the other committees of the Board were held during the year 2015-16:

1 Nomination and Remuneration Committee meeting

1 Stake Holders relationship Committee

1 Independent Directors Meeting

For details pertaining to dates attendance of Directors for the said Meetings, please refer to the corporate governance report, which forms part of this report.

Share Capital:

The Paid-up Share Capital of the Company stands at Rs.32,69,29,470 (Rupees Thirty Two Crores Sixty Nine Lakhs Twenty Nine Thousand Four Hundred and Seventy Only) as on 31st March, 2016.

The entire Paid-up Share Capital of the Company is listed with both the Stock Exchange(s) namely, M/s. BSE Limited and M/s. National Stock Exchange Of India Limited (NSE).

Management Discussion and Analysis:

Pursuant to Regulation 34 of SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015, a report on the management discussion and analysis is enclosed herewith.

CONSERVATION OF ENERGY, TECHNICAL ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

Additional information as required U/s 134 of the Companies Act, 2013:

Extracts of Annual Return and other disclosures under Companies (Appointment & Remuneration) Rules, 2014

The Extract of Annual Return in Form No. MGT-9 as per Section 134 (3) (a) of the Companies Act, 2013 read with Rule 8 of Companies Act (Accounts) Rules 2014 and Rule 12 of Companies (Management & Administration) Rules, 2014 duly certified by the Practicing Company Secretary is annexed hereto and forms part of this report.

Particulars of Employees:

Information as per Rule 5(1) of Chapter XIII, Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

1. The Median Remuneration of the employees of the Company during the financial year was Rs. 1,20,000/-

2. In the financial year, there was an increase of 10% in the median remuneration employees.

3. There are 5899 permanent Employees on the Rolls of the Company as on 31st March, 2016.

4. The key parameters for the variable component of remuneration availed by the directors are considered by the Board of Directors based on the recommendations of the Nomination and Remuneration Committee.

5. The ratio of the remuneration of the highest paid director to that of the employees who are not directors but receive remuneration in excess of the highest paid director during the year - N.A. and

6. It is hereby confirmed that the remuneration is as per the remuneration policy of the Company.

The remuneration paid to the Key Managerial Personnel of the Company is as per remuneration policy

Particulars of Employees receiving remuneration as per Rule 5(2) of Chapter XIII, Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:

The Directors are to report that none of the employees were in receipt of remuneration of exceeding as per the limit prescribed in Rule 5(2) of Chapter XIII, Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

Directors:

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Sri. Y. Siddharth Reddy, Vice-Chairman, JMD & CEO of the Company who retire by rotation at the 25th Annual General Meeting and being eligible, offer himself for re-appointment.

Sri Y. Varun Reddy, who has completed his tenure completes as Vice-Chairman, JMD & COO on 31st July, 2016, the board has proposed to re-appoint him for a period of 5 (five) years with effect from 1st August, 2016.

Brief profile of the Director proposed to be re-appointed stating the nature of their expertise in specific functional areas, their shareholding along with other relevant details are given at the end of the Notice of the Annual General Meeting. The Board recommends their reappointment by the Members at the ensuing 25th Annual General Meeting.

None of the directors of the Company are disqualified from being appointed as directors as specified in section 164 of the Companies Act, 2013, as amended.

Statement on Declaration given by Independent Directors under Sub-Section (6) of Section 149 of the Companies Act, 2013:

The Independent Directors have submitted the Declaration of Independence, as required pursuant to Section 149 (7) of the Companies Act, 2013 stating that they meet the criteria of independence as provided in Sub-Section (6) of section 149 of Companies Act, 2013.

Directors'' Responsibility Statement:

Pursuant to the requirements under Section 134 of the Companies Act, 2013 with respect to the Directors'' Responsibility Statement, the Board of Directors of the Company hereby confirms:

(a) that in the preparation of the annual accounts for the Financial year ended 31st March, 2016, the applicable accounting standards have been followed;

(b) that 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 as at 31st March, 2016, and Profit and Loss Statement of the Company for that period;

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

(d) that the directors have prepared the annual accounts for the financial year ended 31st March, 2016, on a going concern basis;

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

(f) that the directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively;

Related Party Transactions:

All the related party transactions are entered on arms length basis and are in compliance with the applicable provisions of the Act and the Listing Agreement/Regulations. There are no materially significant related party transactions made by the Company during the Financial Year 2015-16 which may have the potential conflict with the interest of the company at large.

Thus disclosure in Form AOC-2 is not required.

Auditors:

M/s. P. Murali & Co., Chartered Accountants, Statutory Auditors of the Company, the statutory Auditors of the Company, who holds office until the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment as per section 139 of Companies Act, 2013.

M/s. P. Murali & Co., have expressed their willingness to get re-appointed as the statutory auditors of the Company and furnished their certificate of eligibility and consent for their re-appointment under section 141 of the Companies Act, 2013 and the rules framed there under. The Board based upon the recommendations of the Audit committee recommends the appointment of M/s. P. Murali & Co., as the statutory auditors of the Company.

The Report given by the Auditors on the financial statements of the Company is part of the Annual Report. There has been no qualification, reservation, adverse remark or disclaimer given by the Auditors in their Report.

Types of Committees:

The Company has 4 different Committees, they are:

a) Audit Committee

Composition of the Audit Committee:

The Audit Committee for the year was constituted of the following members:

Corporate Governance:

As required by Regulation 34 of SEBI(LODR) Regulations, 2015 a separate section containing the Report on Corporate Governance together with the Certificate on the compliance with the conditions of Corporate Governance issued by the Auditors of the Company is appended hereto and they form part of this Annual Report.

Secretarial Audit

The Board of Directors have appointed M/s R. & A Associates, a firm of practicing Company Secretaries, Hyderabad as the Secretarial Auditor to conduct Secretarial Audit of the Company for the Financial year ended 31st March, 2016 in compliance with the provisions of Section 204 of the Companies Act , 2013.

The report of the Secretarial Audit Report by M/s. R & A Associates, in Form MR-3 is enclosed as Annexure to this Report. Replies to the observations made by the Secretarial Audit report :

The Directors noted the delay in filings and have taken the necessary steps to avoid the same in future.

The board is reforming the existing internal control systems of the Company in order to ensure foremost compliances of the applicable rules, laws and regulations

Vigil Mechanism/Whistle Blower Policy :

The Board of Directors of the Company has adopted Whistle Blower Policy. This policy is formulated to provide an opportunity to employees and an avenue to raise concerns and to access in good faith the Audit Committee, to the highest possible standards of ethical, moral and legal business conduct and its commitment to open communication, in case they observe unethical and improper practices or any other wrongful conduct in the Company, to provide necessary safeguards for protection of employees from reprisals or victimization and to prohibit managerial personnel from taking any adverse personnel action against those employees.

Details of adequacy of internal financial controls

The company has in place adequate internal financial controls with reference to financial statements. In addition, the Company has also appointed M/s. B.N & Company, Chartered Accountants as the Internal Auditors of the Company to conduct the regular Internal Audit and place its Report before the Audit Committee. During the year, such controls were tested and no reportable material weakness in the design or operation was observed.

Change in the Nature of Business:

There has been no change in the nature of business of the Company during the financial year under review.

The details of significant material orders passed by the regulators or courts or tribunals impacting the going concern status and Company''s operations in future:

No significant or material orders were passed by the regulators or courts or tribunals impacting the going concern status and company''s operations in future during the year under review

Material changes and Commitments:

There were no material changes and commitments in the business operations of the Company from the Financial Year ended 31st March, 2016 to the date of signing of the Director''s Report.

Risk Management Policy

The Company has policy for identifying risk and established controls to effectively manage the risk. Further the company has laid down various steps to mitigate the identified risk.

Mechanism for Board Evaluation:

Pursuant to Regulation 17 of the SEBI(LODR) Regulations,2015 and section 134 of the Companies Act, 2013 states that the board shall monitor and review the board evaluation framework. The Companies Act, 2013 states that a formal annual evaluation needs to be made by the Board of its own performance and that of its committees and individual directors. Schedule IV of the Companies act, 2013 states that the performance evaluation of the independent directors shall be done by the entire Board of Directors, excluding the director being evaluated.

The Directors evaluation was broadly based on the parameters such as understanding of the Company''s vision and objective, skills, knowledge and experience, participation and attendance in Board/ Committee meetings; governance and contribution to strategy; interpersonal skills etc.

The Board has carried out the annual performance evaluation of its own performance, the Directors individually as well as evaluation of the working of its Board Committees. A structures questionnaire was prepared covering various aspects of the Board''s functioning such as adequacy of the composition of the Board and its Committees, Board Culture, execution and performance of specific duties, obligations and governance.

A meeting of the Independent Directors was also held which reviewed the performance of Non-Independent Directors, Chairman and the quality, quantity and timelines of flow of information between the Company management and Board.

Disclosure pertaining to sexual harassment of women at workplace:

During the Financial year ended 31st March, 2016 the Company has neither received any complaints nor there are any pending complaints pertaining to sexual harassment.

Subsidiary Companies:

Pursuant to Section 129(3) of the Companies Act, 2013, a statement consisting salient features of financial statements of subsidiaries, associates and joint venture companies in Form AOC-1 is attached. The Company has twenty two (22) subsidiary outfits as on 31st March, 2016:

Domestic Subsidiaries:

1. Aquarian Realtors Private Limited

2. Bush Betta Holiday Ownership Wildlife Adventure Resort Private Limited

3. Bright Resorts Private Limited

4. Chanakyapuri Resorts Private Limited

5. Club Arzee Limited

6. International Country Holidays Private Limited

7. Jade Resorts Private Limited*

8. J J Arts & Entertainments Private Limited

9. Kolet Resort Club Private Limited*

10. Maruti Waterpark and Entertainments Private Limited

11. Country Vacations International Limited, India

12. Swami Vivekanand Training and Education Centre Private Limited

13. Swimwel Investment and Trading Private Limited

International Subsidiaries:

1. Country Club Babylon Resort Private Limited, Sri Lanka

2. Country Vacations International Limited, Dubai

3. Country Vacations International LLC, Dubai*

4. Country Vacations International LLC, Oman*

5. Country Vacations International LLC, Abu Dhabi*

6. Country Vacations International W.L.L, Bahrain*

7. Country Club and Vacations WLL, Qatar*

8. Country Vacations International SDN BHD, Malaysia*

9. Country Vacations International Limited, London*

* Has become subsidiary of the Company under Section 2(87) of the Companies Act, 2013.

The Ministry of Corporate Affairs (MCA) has through its General Circular No. 2/2011 dated 08th February 2011, has granted general exemption to all the Companies from the requirement to attach various documents in respect of Subsidiary Companies, as set out in sub-section (1) of Section 212 of the Companies Act 1956. Accordingly Balance sheet, Profit and Loss Account and other documents of the Subsidiary Companies are not being attached with the balance sheet of the Company.

Further your Company hereby undertakes that Annual Accounts of the Subsidiary Companies and the related detailed information shall be made available to the Shareholders of the Company and Subsidiary Companies seeking such information at any point of time. The Annual Accounts of the Subsidiary Companies shall also be kept open for inspection by the Shareholders at the Registered Office of the Company and of the Subsidiary Companies concerned. The Company shall furnish a hard copy of details of Accounts of Subsidiaries to any shareholder on demand.

Personnel:

The relationship between the management and the staff was very cordial throughout the year under review. Your Directors take this opportunity to record their appreciation for the cooperation and loyal services rendered by the employees.

Deposits:

The Company has not accepted any deposits, during the year under review.

Particulars of Loans, Guarantees and Investments:

The Company has invested in M/s. Country Club World Tours and Travels Private Limited in the year 2015-16 up to the tune of INR 11,000/-.

Acknowledgments:

Your Directors wish to place on record their appreciation for the support extended by government authorities, bankers, customers and shareholders of the Company.

Your Directors also wish to place on record their appreciation for the sincere services rendered by the employees of your Company during the year. Their dedication, teamwork and efficiency have been commendable.

For and on behalf of the Board

For Country Club Hospitality & Holidays Limited

Y. Varun Reddy Y. Siddharth Reddy

^Place: ^Hyderabad Vice Chairman, JMD & COO Vice-Chairman, JMD & CEO

Date : 13th August, 2016 DIN: 01905757 DIN: 00815456

The Directors are pleased in presenting the 24th Annual Report of the Company together with Audited Annual Accounts for the year ended 31st March, 2015.

Financial Results

(Rupees in Lakhs)

Particulars Consolidated (Mar' 15) Standalone (Mar' 15) Current Previous Current Previous Year Year Year Year

Total Income 50046.83 49695.01 27318.08 32140.82

Operating profit before interest, depreciation and tax 12111.71 12109.71 5304.98 7918.15

Interest and financial charges 4911.06 4668.58 4059.83 3919.49

Depreciation 4000.35 4601.84 1899.99 2822.70

Profit before taxation 3200.30 2839.29 (654.84) 1175.96

Tax 523.10 1118.24 474.35 1079.82

Profit after taxation 2677.20 1721.05 (1129.19) 96.14

Transfer to General Reserves Nil Nil Nil Nil

Provision for dividend Nil 42.83 Nil 42.83

Provision for dividend tax Nil 7.28 Nil 7.28

Surplus carried to Balance Sheet 2677.20 1670.94 Nil 46.03

Results of Operations :

During the year under review, the turnover of the Company was Rs. 500.46 Crores as compared to Rs. 496.95 Crores for the previous year. The Company is constantly striving to improve its membership, and hopes to achieve better results in the forthcoming year.

Outlook :

India's travel and tourism industry is one of the most profitable industries in the country, and also credited with contributing a substantial amount of foreign exchange. Indian tourism offers a potpourri of different cultures, traditions, festivals and places of interest.

The country is one of the favorite tourist destinations from the year 2009 and will continue to be one of the favorite till 2018, in accordance to world travel and tourism Council (WTTC). Further, the Travel and Tourism Competitiveness Report by World Economic Forum, has ranked India at the

sixth place in tourism and hospitality.

Key segments of the Indian tourism and hospitality industry are:

- Accommodation and catering

- Transportation

- Attractions

- Travel agents

- Tour operators

The Indian tourism industry has been on an upswing for last few years partially due to an excellent 'Incredible India' campaign and is expected to Rise up to US$ 431.7 billion by the end of 2020.

The presence of world-class hospitals and skilled medical professionals make India a preferred destination for medical tourism. Tour operators are teaming up with hospitals to tap this market.

Cruise shipping is one of the most dynamic and fastest growing components of the global leisure industry. India, with its vast and beautiful coastline, virgin forests, and undisturbed idyllic islands can be a fabulous tourist destination for cruise tourists.

India has potential to develop the rural tourism industry as most of its population resides in rural areas. This can benefit the local community economically and socially, and enable interaction between tourists and locals for a mutually enriching experience.

Number of meetings of the board :

9 Board Meetings held during the Financial Year 2014-15.

Un-Paid / Un-claimed Dividend Amount :

Following amounts are lying in the Un-paid / Un- claimed Dividend Account of the Company:

Financial Year Amount

2013 – 2014 273276

2012 – 2013 270121

2011 – 2012 244778

2010 - 2011 234126

2009 – 2010 247067

2008 – 2009 759900

2007 – 2008 543860

Investor Education & Protection Fund :

The amount which was lying in the Un-claimed

Dividend Account of the Company for the FY 2006 – 2007 of Rs. 7,13,028 (Rupees Seven Lakhs Thirteen Thousand and Twenty Eight Only) has been transferred to Investor Education & Protection Fund Account (IEPF).

Share Capital :

The Paid-up Share Capital of the Company stands at Rs. 32,69,29,470 (Rupees Thirty Two Crores Sixty Nine Lakhs Twenty Nine Thousand Four Hundred and Seventy Only) as on 31st March, 2015.

The entire Paid-up Share Capital of the Company is listed with both the Stock Exchange(s) namely, M/s. Bombay Stock Exchange Limited (BSE) and M/s. National Stock Exchange Of India Limited (NSE).

Management Discussion and Analysis :

Pursuant to Clause 49 of the Listing Agreement, a report on the management discussion and analysis is enclosed herewith.

CONSERVATION OF ENERGY, TECHNICAL ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Information as required under section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 forming part of Directors Report for the year ended 31st March, 2015.

The information as per Section 134 of the Companies Act, 2013 has to be presented:

A. Conservation of energy

(i) The steps taken or impact on conservation of Energy: The Company is continuously monitoring the consumption of energy and implements wherever necessary the required measures for conserving it.

(ii) The Steps taken by the Company for utilizing alternate sources of Energy: NIL

(iii) The Capital Investment on energy conservation equipments: NIL

B. Technology absorption:

(i) The efforts made towards technology : No technology – indigenous or foreign

absorption - is involved.

(ii) The benefits derived like product

Improvement, cost reduction, product : Not applicable

Development or import substitution

(iii) in case of imported technology (imported during the last three years reckoned from the beginning of the Financial year) :No technology has been imported during the year.

(a) The details of technology imported : Nil

(b) The year of import : Not applicable

(c) Whether the technology been fully Absorbed : Not applicable

(d) If not fully absorbed, areas where If not fully absorbed, : Not applicable areas where absorption has not taken place, and the reasons thereof;

(iv) The expenditure incurred on Research and Development : Nil

Extracts of Annual Return and other disclosures under Companies (Appointment & Remuneration) Rules, 2014

The Extract of Annual Return in Form No. MGT-9 as per Section 134 (3) (a) of the Companies Act, 2013 read with Rule 8 of Companies Act (Accounts) Rules 2014 and Rule 12 of Companies (Management & Administration) Rules, 2014 is enclosed as Annexure I to this report.

Particulars of Employees:

Information as per Rule 5(1) of Chapter XIII, Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

Name of Director Designation Remuneration Remunerent

Chairman & Y. Rajeev Reddy 84,00,000 84,00,000 Managing Director

Vice-Chairman, Y. Siddharth Reddy 30,00,000 30,00,000 JMD & CEO

Vice-Chairman, Y. Varun Reddy 30,00,000 30,00,000 JMD & COO

Vice-Chairman & D. Krishna Kumar Raju 15,00,000 30,00,000 Director

Chief Financial Kudligi Phaneendra Rao 18,18,000 18,18,000 Officer

Sreelatha V Company Secretary 2,55,000 2,40,000

Total Remuneration of KMP's 1,79,73,000 1,94,58,000



Name of Director % of Remun Ratio of Ratio of remuneration to ration in remuneration 2015 as compared to MRE Revenues Net Profit to 2014 FY 14-15 FY 14-15)

Y. Rajeev Reddy Nil 70 times 0.0031 -0.074

Y.Siddarth Reddy Nil 25 times 0.0011 -0.026

Y.Varun Reddy Nil 25 times 0.0011 -0.026

D.Krishna Kuamr Nil 25 times 0.0011 -0.026 Raju

Kudligi phaneedra Nil 15.15 times 6.70 -0.016 Rao

SreelathaV 6.25 2.13 times 9.40 -0.002

tOTAL Remuneration KMP'S 0.08 - 16.1064 -0.17

1. The Median Remuneration of the employees of the Company during the financial year was Rs. 10,000/- 2. In the financial year, there was an increase of 10% in the median remuneration employees.

3. There are 6006 permanent Employees on the Rolls of the Company as on 31st March, 2015.

4. Variations in the market capitalization of the Company:

a) The Market Capitalization of the Company as on 31st March, 2015 was Rs. 174.08 Crores as compared to Rs. 125.05 Crores as on 31.03.2014

b) The price earnings ratio of the Company was (15.43) as at 31st March, 2015 and was 109.29 as at 31st March, 2014

c) The closing share price of the Company at BSE Limited on 31st March, 2015 being Rs. 10.65/- per equity share of face value of Re. 2/- each has grown 5.3 times since the last offer for sale made in the year 1994 (Offer Price was Rs. 10/- per equity share of face value of Rs. 10/- each).

5. The key parameters for the variable component of remuneration availed by the directors are considered by the Board of Directors based on the recommendations of the Nomination and Remuneration Committee.

6. The ratio of the remuneration of the highest paid director to that of the employees who are not directors but receive remuneration in excess of the highest paid director during the year – N.A. and

7. It is hereby confirmed that the remuneration is as per the remuneration policy of the Company.

Directors :

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Sri. Y. Varun Reddy, Vice-Chairman, JMD & COO of the Company who retire by rotation at the 24th Annual General Meeting and being eligible, offer himself for re- appointment.

The board has proposed for re-appointment of Sri Y. Siddharth Reddy , who has completed his tenure as Vice-Chairman, JMD & CEO on 01.09.2015 and Sri Y. Rajeev Reddy, who shall complete his tenure as Chairman & Managing Director on 31.03.2016, z for a further period of 5 (five) years with effect from the respective dates.

Brief profile of the Directors proposed to be re- appointed stating the nature of their expertise in specific functional areas, their shareholding along with other relevant details are given at the end of the Notice of the Annual General Meeting. The Board recommends their reappointment by the Members at the ensuing 24th Annual General Meeting.

None of the directors of the Company are disqualified from being appointed as directors as specified in section 164 of the Companies Act, 2013, as amended.

Statement on Declaration given by Independent Directors under Sub-Section (6) of Section 149 of the Companies Act, 2013:

The Independent Directors have submitted the Declaration of Independence, as required pursuant to Section 149 (7) of the Companies Act, 2013 stating that they meet the criteria of independence as provided in Sub-Section (6) of section 149 of Companies Act, 2013.

Details of Directors or key Managerial Personnel who were appointed or have resigned during the year :

Mr. K. Phaneendra Rao, was appointed as Chief Financial Officer of the Company on 14.08.2014

Directors' Responsibility Statement:

Pursuant to the requirements under Section 134 of the Companies Act, 2013 with respect to the Directors' Responsibility Statement, the Board of Directors of the Company hereby confirms:

(a) that in the preparation of the annual accounts for the Financial year ended 31st March, 2015, the applicable accounting standards have been followed;

(b) that 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 as at 31st March, 2015, and Profit and Loss Statement of the Company for that period;

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

(d) that the directors have prepared the annual accounts for the financial year ended 31st March, 2015, on a going concern basis;

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

(f) that the directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively;

Related Party Transactions:

All the related party transactions are entered on arms length basis and are in compliance with the applicable provisions of the Act and the listing agreement. There are no materially significant related party transactions made by the Company during the Financial Year 2014-15 which may have the potential conflict with the interest of the company at large.

Thus disclosure in Form AOC-2 is not required.

Further in accordance with the requirements of the listing agreement, the company has formulated policies on related party transactions and material subsidiaries. The policy is available on the website: www.countryclubindia.net

Auditors:

M/s. P. Murali & Co., Chartered Accountants, Statutory Auditors of the Company, the statutory Auditors of the Company, who holds office until the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment as per section 139 of Companies Act, 2013.

M/s. P. Murali & Co., have expressed their willingness to get re-appointed as the statutory auditors of the Company and furnished their certificate of eligibility and consent for their re- appointment under section 141 of the Companies Act, 2013 and the rules framed there under. The Board based upon the recommendations of the Audit committee recommends the appointment of M/s. P. Murali & Co., as the statutory auditors of the Company.

The Report given by the Auditors on the financial statements of the Company is part of the Annual Report. There has been no qualification, reservation, adverse remark or disclaimer given by the Auditors in their Report.

Types of Committees:

The Company has 4 different Committees, they are:

a) Audit Committee

Composition of the Audit Committee:

The Audit Committee for the year was constituted of the following members:

Name of the Member Category

1. Sri Y. Subba Rao, Chairman Independent Director

2. Sri D. V Ratna Kishore, Member Independent Director

3. Sri D. Krishna Kumar Raju, Member Non-Executive Director

Mrs. V Sreelatha, Company Secretary has acted as the Secretary to the Committee.

b) Nomination & Remuneration Committee

The Nomination and Remuneration Committee for the year was constituted of the following members:

Name of the Member Category

1. Sri K. Satyanarayana Raju , Chairman ^

2. Sri Y. Subba Rao, Member J. Independent Director

3. Sri D. V Ratna Kishore, Member j

The Company follows a policy on remuneration of directors and other senior managerial personnel's. The Policy is recommended by the Nomination and Remuneration Committee and approved by the Board. More details of the same is given in the Corporate Governance Report.

c) Stakeholders Relationship Committee

The Stakeholders Relationship Committee was constituted of the following Directors:

Name of the Member Category

1. Shri Y. Subba Rao, Chairman

2. Shri Indukuri Venkata Subba Raju, Member Independent Directors

3. Shri D. V. Ratna Kishore, Member

Mrs. V Sreelatha, Company Secretary has acted as the Secretary to the Committee.

d) Corporate Social Responsibility Committee

The Corporate Social Responsibility Committee was constituted of the following Directors:

Name of the Member Category

1. Sri Venkateswara Dontireddy Reddy Chairman 1

2. Sri Indukuri Venkata Subba Raju, Member / Independent Directors

3. Sri Y. Siddharth Reddy, Member

The Report on Corporate Social Responsibility as per Rule 8 of (Corporate Social Responsibility Policy) Rules, 2014 is prepared and the same is given in the Corporate Governance Report.

Statement pursuant to the Listing Agreement :

The Company's equity shares are listed on the Bombay Stock Exchange Limited (BSE) and National Stock Exchange of India Limited (NSE) and the Company has paid the annual listing fees up to Financial Year 2015-16.

The Company got listed on M/s. National Stock Exchange Of India Limited (NSE) on 3rd February, 2015.

The Company has delisted its shares from M/s. Madras Stock Exchange(MSE) due to exit of MSE from Trading Business.

Corporate Governance:

As required by Clause 49 of the Listing Agreement, a separate section containing the Report on Corporate Governance together with the Certificate on the compliance with the conditions of Corporate Governance issued by the Auditors of the Company is appended hereto and they form part of this Annual Report.

Secretarial Audit

The Board of Directors have appointed M/s R. & A Associates, a firm of practicing Company Secretaries, Hyderabad as the Secretarial Auditor to conduct Secretarial Audit of the Company for the Financial year ended 31st March, 2015 in compliance with the provisions of Section 204 of the Companies Act , 2013.

The report of the Secretarial Audit Report by M/s. R & A Associates, in Form MR-3 is enclosed as Annexure - II to this Report.

Replies to the observations made by the Secretarial Audit report :

Mr. K. Phaneendra Rao, was acting as Deputy General Manager (DGM) of the Company and keeping in view of his expertise and services rendered to the Company., the board has designated Mr. K. Phaneendra Rao, as the Chief Financial Officer of the Company at their Meeting held on 14th August, 2014.

Due to inadvertence, the company has not made the necessary filings, submissions with the Registrar of Companies and the stock Exchanges and the company ensures to comply with the same in future

The board is reforming the existing internal control systems of the Company in order to ensure foremost compliances of the applicable rules, laws and regulations

Vigil Mechanism/Whistle Blower Policy :

The Board of Directors of the Company has adopted Whistle Blower Policy. This policy is formulated to provide an opportunity to employees and an avenue to raise concerns and to access in good faith the Audit Committee, to the highest possible standards of ethical, moral and legal business conduct and its commitment to open communication, in case they observe unethical and improper practices or any other wrongful conduct in the Company, to provide necessary safeguards for protection of employees from reprisals or victimization and to prohibit managerial personnel from taking any adverse personnel action against those employees.

Details of adequacy of internal financial controls

The company has in place adequate internal financial controls with reference to financial statements. In addition, the Company has also appointed M/s. B.N & Company, Chartered Accountants as the Internal Auditors of the Company to conduct the regular Internal Audit and place its Report before the Audit Committee. During the year, such controls were tested and no reportable material weakness in the design or operation was observed.

Change in the Nature of Business:

There has been no change in the nature of business of the Company during the financial year under review, however the company has inserted Real Estate Business in the Main Objects with the members approval through Postal Ballot.

The details of significant material orders passed by the regulators or courts or tribunals impacting the going concern status and Company's operations in future:

No significant or material orders were passed by the regulators or courts or tribunals impacting the going concern status and company's operations in future during the year under review Change of Name of the Company:

The Company has changed its Name from Country Club (India) Limited to Country Club Hospitality & Holidays Limited. The said change was approved in the 23rd Annual General Meeting of the Company held on 30th September, 2014 and the Registrar of Companies, Telangana & Andhra Pradesh has issued a fresh certificate of incorporation on 27th November, 2014 consequent to the change.

Material changes and Commitments:

There were no material changes and commitments in the business operations of the Company from the Financial Year ended 31st March, 2015 to the date of signing of the Director's Report.

Risk Management Policy

The Company has policy for identifying risk and established controls to effectively manage the risk. Further the company has laid down various steps to mitigate the identified risk.

Mechanism for Board Evaluation:

Clause 49 of the Listing Agreement states that the board shall monitor and review the board evaluation framework. The Companies Act, 2013 states that a formal annual evaluation needs to be made by the Board of its own performance and that of its committees and individual directors. Schedule IV of the Companies act, 2013 states that the performance evaluation of the independent directors shall be done by the entire Board of Directors, excluding the director being evaluated.

The Directors evaluation was broadly based on the parameters such as understanding of the Company's vision and objective, skills, knowledge and experience, participation and attendance in Board/ Committee meetings; governance and contribution to strategy; interpersonal skills etc.

The Board has carried out the annual performance evaluation of its own performance, the Directors individually as well as evaluation of the working of its Board Committees. A structures questionnaire was prepared covering various aspects of the Board's functioning such as adequacy of the composition of the Board and its Committees, Board Culture, execution and performance of specific duties, obligations and governance.

A meeting of the Independent Directors was also held which reviewed the performance of Non-Independent Directors, Chairman and the quality quantity and timelines of flow of information between the Company management and Board.

Disclosure pertaining to sexual harassment of women at workplace:

During the Financial year ended 31st March, 2015 the Company has neither received any complaints nor there are any pending complaints pertaining to sexual harassment.

Subsidiary Companies:

Pursuant to Section 129(3) of the Companies Act, 2013, a statement consisting salient features of financial statements of subsidiaries, associates and joint venture companies in Form AOC-1 is enclosed as Annexure - III. The Company has twenty two (22) subsidiary outfits as on 31st March, 2015:

Domestic Subsidiaries:

1. Aquarian Realtors Private Limited

2. Bush Betta Holiday Ownership Wildlife Adventure Resort Private Limited

3. Bright Resorts Private Limited

4. Chanakyapuri Resorts Private Limited

5. Club Arzee Limited

6. International Country Holidays Private Limited

7. Jade Resorts Private Limited*

8. J J Arts & Entertainments Private Limited

9. Kolet Resort Club Private Limited

10. Maruti Waterpark and Entertainments Private Limited

11. Country Vacations International Limited, India

12. Swami Vivekanand Training and Education Centre Private Limited

13. Swimwel Investment and Trading Private Limited International Subsidiaries:

1. Country Club Babylon Resort Private Limited, Sri Lanka

2. Country Vacations International Limited, Dubai

3. Country Vacations International LLC, Dubai*

4. Country Vacations International LLC, Oman*

5. Country Vacations International LLC Abu Dhabi*

6. Country Vacations International WL.L, Bahrain*

7. Country Club and Vacations WLL, Qatar*

8. Country Vacations International SDN BHD, Malaysia*

9. Country Vacations International Limited, London*

* Has become subsidiary of the Company under Section 2(87) of the Companies Act, 2013.

The Ministry of Corporate Affairs (MCA) has through its General Circular No. 2/2011 dated 08th February 2011, has granted general exemption to all the Companies from the requirement to attach various documents in respect of Subsidiary Companies, as set out in sub-section (1) of Section 212 of the Companies Act 1956. Accordingly Balance sheet, Statement of Profit and Loss and other documents of the Subsidiary Companies are not being attached with the balance sheet of the Company.

Further your Company hereby undertakes that Annual Accounts of the Subsidiary Companies and the related detailed information shall be made available to the Shareholders of the Company and Subsidiary Companies seeking such information at any point of time. The Annual Accounts of the Subsidiary Companies shall also be kept open for inspection by the Shareholders at the Registered Office of the Company and of the Subsidiary Companies concerned. The Company shall furnish a hard copy of details of Accounts of Subsidiaries to any shareholder on demand.

Personnel:

The relationship between the management and the staff was very cordial throughout the year under review. Your Directors take this opportunity to record their appreciation for the cooperation and loyal services rendered by the employees.

Deposits:

The Company has not accepted any deposits, during the year under review.

Particulars of Loans, Guarantees and Investments:

There were no fresh loans, guarantees or investments made by the Company under Section 186 of the Companies Act, 2013 during the year under review.

The details of the existing Guarantees given below:

The Company has given the Corporate Guaranty to National Bank of Fujairah, Dubai, in respect of loan taken by M/s. Country Vacations International Ltd- Dubai. The Outstanding Balance as on 31.03.2015 is Rs.86,29,05,958/-

Acknowledgments:

Your Directors wish to place on record their appreciation for the support extended by government authorities, bankers, customers and shareholders of the Company.

Your Directors also wish to place on record their appreciation for the sincere services rendered by the employees of your Company during the year. Their dedication, teamwork and efficiency have been commendable.

For and on behalf of the Board of Directors

For Country Club Hospitality & Holidays Limited



Y. Varun Reddy Y. Siddharth Reddy

Place : Hyderabad Vice Chairman, JMD & COO Vice-Chairman, JMD & CEO

Date : 13th August, 2015 DIN: 01905757 DIN: 00815456

The Members of

M/s. Country Club (India) Limited

The Directors have pleasure in presenting the 23rd Annual Report of the Company together with Audited Annual Accounts for the year ended 31st March, 2014.

Financial results (Rs. in Lakhs)

Particulars Consolidated (Mar'' 14) Standalone (Mar'' 14) Current Year Previous year Current Year Previous year

Total Income 49695.01 47,569.86 3,2140.82 31,873.85

Operating profit before interest, depreciation and tax 12,109.71 15,641.31 7918.14 9,517.98

Interest and financial charges 4,668.58 4,477.91 3919.49 4,109.38

Depreciation 4,601.84 4,136.92 2,822.70 2,365.44

Profit before taxation 2,839.29 7,026.48 1,175.96 3,043.16

Tax 1,118.24 1,413.46 1,079.82 1,361.41

Profit after taxation 1,721.05 5,613.03 96.14 1,681.75

Transfer to General Reserves Nil Nil Nil Nil

Provision for dividend 42.83 89.46 42.83 89.46

Provision for dividend tax 7.28 14.51 7.28 14.51

Surplus carried to Balance Sheet 1,670.94 5,509.05 46.03 1,577.78

Results of operations

During the year under review, the turnover of the Company was Rs.496.95 Crores as compared to Rs.475.70 Crores for the previous year. The Company is constantly striving to improve its membership, and hopes to achieve better results in the forthcoming year.

Outlook

India’s travel and tourism industry is one of the most profitable industries in the country, and also credited with contributing a substantial amount of foreign exchange. Indian tourism offers a potpourri of different cultures, traditions, festivals and places of interest.

The country will definitely be one of the favourite tourist destinations from 2009 to 2018, according to world travel and tourism Council (WTTC). Further, the Travel and Tourism Competitiveness Report by World Economic Forum, has ranked India at the sixth place in tourism and hospitality. Key segments of the Indian tourism and hospitality industry are:

Accommodation and catering

Transportation

Attractions

Travel agents

Tour operators

The Indian tourism industry has been upswing for last few years partially due to an excellent ‘Incredible India’ campaign and is expected to rise up to US$ 431.7 billion by the end of 2020.

The presence of world-class hospitals and skilled medical professionals make India a preferred destination for medical tourism. Tour operators are teaming up with hospitals to tap this market.

Cruise shipping is one of the most dynamic and fastest growing components of the global leisure industry. India with a vast and beautiful coastline, virgin forests, and undisturbed idyllic islands can be a fabulous tourist destination for cruise tourists.

India has potential to develop the rural tourism industry as most of its population resides in rural areas. This can benefit the local community economically and socially, and enable interaction between tourists and locals for a mutually enriching experience.

Dividend and Transfer to Reserves

Keeping in view of the current year’s low Profit as compare to previous year’s profit your Directors are pleased to recommend a dividend of 5%, only to the Non- Promoter members on the equity share capital of Rs.8,56,54,698/- resulting in a cash outflow of Rs.50.10 Lacks including Dividend Tax. Dividend on Equity Share Capital for the year ended 31st March, 2014, which if approved by the Members at the forthcoming Annual General Meeting, will be paid out of current year profits within 30 days of declaration.

Un-Paid / Un-claimed Dividend Amount Following amounts are lying in the Un-paid / Un- claimed Dividend Account of the Company:

Financial Year Amount (Rs.)

2012 – 2013 2,72,011

2011 – 2012 2,46,973

2010 – 2011 2,34,381

2009 – 2010 2,47,422

2008 – 2009 7,60,834

2007 – 2008 5,44,080

2006 – 2007 7,13,228

Share Capital

Your Company has alloted 7,40,00,000/- new Equity Shares of Rs.2/- each to the shareholders of M/s. Amrutha Estates & Hospitality Private Limited (AEHPL) in the Financial Year 2013-14 by virtue of Amalgamation.

The New Paid-up Share Capital of your Company stands at Rs.32,69,29,470 (Rupees Thirty Two Crores Sixty Nine Lakhs Twenty Nine Thousand Four Hundred and Seventy Only) as on 31st March, 2014.

The entire Paid-up Share Capital of your Company is listed with both the Stock Exchange(s) namely, M/s. Bombay Stock Exchange Limited (BSE) and M/s. Madras Stock Exchange Limited (MSE).

Amalgamation of M/s. Amrutha Estates & Hospitality Private Limited (AEHPL):

The Hon’ble High Court of Andhra Pradesh has passed the order of Amalgamation of M/s. Amrutha Estates & Hospitality Private Limited with your Company on 1st April, 2013 in the Financial Year 2013-14 and the Company has received the said copy of Order on 18th April, 2013, which is being a part of the Memorandum and Articles of Association of the Company. Pursuant to the said Amalgamation, the financials of M/s. Amrutha Estates & Hospitality Private Limited has been considered in the Annual Results of the FY 2013-14.

Management Discussion and Analysis

Pursuant to Clause 49 of the Listing Agreement, a report on the management discussion and analysis is enclosed herewith.

CONSERVATION OF ENERGY, TECHNICAL ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO Additional information as required U/S 217(1) (e) of the Companies Act, 1956:

(a) Conservation of energy The Company is continuously monitoring the consumption of energy and implements wherever necessary the required measures for conserving it.

(b) (i) Technology absorption, adaptation and innovation No technology – indigenous or foreign – is involved. (ii) Research and development (R&D) No research and development was carried out.

(c) Foreign Currency Earnings/Inflow NIL Foreign Currency Expenditure / Outflow Rs.24,64,066/- Particulars of Employees receiving remuneration of Rs.60,00,000/- or more per annum or Rs.5,00,000/- or more per month are given below:

Name of the employee Mr. Y. Rajeev Reddy

Designation Chairman & Managing Director

DIN 00115430

Total Remuneration (in Rs.) Rs.84,00,000 (36,00,000 is paid as Managing Director Remuneration and Rs.48,00,000 is paid towards brand ambassador fee).

Qualification B. Com (Hons)

Exp. (in years) 27 years

Date of commencement of Employment 17-05-1991

Age 57 years

Last Employment held Amrutha Group

Directors

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Smt. Y. Manjula Reddy, Director of the Company who retire by rotation at the 23rd Annual General Meeting and being eligible, offer herself for re-appointment. Brief profile of the Director proposed to be re-appointed stating the nature of her expertise in specific functional areas, her shareholding along with other relevant details are given at the end of the Notice of the Annual General Meeting. The Board recommends her reappointment by the Members at the ensuing 23rd Annual General Meeting.

Further Sri D. V. Ratna Kishore, Sri K. Satyanarayana Raju , Sri Indukuri Venkata Subba Raju and Sri Y. Subba Rao, who retires by rotation at the Annual General Meeting, In line with the requirements of the Companies Act, 2013, it is therefore proposed to appoint Sri D. V. Ratna Kishore, Sri K. Satyanarayana Raju , Sri Indukuri Venkata Subba Raju and Sri Y. Subba Rao, as Independent Directors on the Board of the Company for a term upto five consecutive years, commencing from 30th September, 2014 not liable to retire by rotation. A brief profile of proposed Independent Directors, including nature of their expertise in specific functional areas, their shareholding along with other relevant details are given at the end of the Notice of the Annual General Meeting. The Board recommends their reappointment by the Members at the ensuing 23rd Annual General Meeting. Further Sri Venkateswara Dontireddy Reddy, who was appointed as an Additional Director by the Board, proposed to be appointed as Independent Director on the Board of the Company for a term upto five consecutive years, commencing from 30th September, 2014 not liable to retire by rotation. A brief profile of Sri Venkateswara Dontireddy Reddy including nature of his expertise in specific functional areas, his shareholding along with other relevant details are given at the end of the Notice of the Annual General Meeting. The Board recommends their reappointment by the Members at the ensuing 23rd Annual General Meeting. None of the directors of the Company are disqualified from being appointed as directors as specified in section 164 of the Companies Act, 2013, as amended.

Directors’ Responsibility Statement

As required under Section 217 (2AA) of the Companies Act, 1956, Your Directors hereby state:

i) That in the preparation of the Annual Accounts for the year ended 31st March 2014, the applicable accounting standards have been followed and there are no material departures.

ii) That they have selected appropriate 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 as on 31st March 2014 and of the Profit of the Company for the Financial Year ended 31st March 2014.

iii) That they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv) That they have prepared the annual accounts for the Financial Year ended 31st March 2014 on a going concern basis.

Auditors

M/s. P. Murali & Co., Chartered Accountants, will retire by rotation as Auditors of the Company at the ensuing Annual General Meeting and being eligible, offered themselves for re-appointment. M/s. P. Murali & Co. has furnished a certificate of their eligibility under Section 141 of the Companies Act, 2013. Board of Directors recommends their re- appointment.

Statement pursuant to the Listing Agreement

The Company’s equity shares are listed on the Bombay Stock Exchange Limited (BSE) and Madras Stock Exchange Limited (MSE) and the Company has paid the annual listing fees up to FY 2014-15.

Corporate Governance

As required by Clause 49 of the Listing Agreement, a separate section containing the Report on Corporate Governance together with the Certificate on the compliance with the conditions of Corporate Governance issued by the Auditors of the Company is appended hereto and they form part of this Annual Report.

Subsidiary Companies

The Company has twenty two (22) subsidiary outfits as on 31st March, 2014

Domestic Subsidiaries:

1. Aquarian Realtors Private Limited

2. Bush Betta Holiday Ownership Wildlife Adventure Resort Private Limited

3. Bright Resorts Private Limited

4. Chanakyapuri Resorts Private Limited

5. Club Arzee Limited

6. International Country Holidays Private Limited

7. Jade Resorts Private Limited*

8. J J Arts & Entertainments Private Limited

9. Kolet Resort Club Private Limited

10. Maruti Waterpark and Entertainments Private Limited

11. Country Vacations International Limited, India

12. Swami Vivekanand Training and Education Centre Private Limited

13. Swimwel Investment and Trading Private Limited

International Subsidiaries:

1. Country Club Babylon Resort Private Limited, Sri Lanka

2. Country Vacations International Limited, Dubai

3. Country Vacations International LLC, Dubai*

4. Country Vacations International LLC, Oman*

5. Country Vacations International LLC, Abu Dhabi*

6. Country Vacations International W.L.L, Bahrain*

7. Country Club and Vacations WLL, Qatar*

8. Country Vacations International SDN BHD, Malaysia*

9. Country Vacations International Limited, London*

*Has become subsidiary of the Company under Section

4(1) (c) of the Companies Act, 1956.

The Ministry of Corporate Affairs (MCA) has through its General Circular No. 2/2011 dated 08th February 2011, has granted general exemption to all the Companies from the requirement to attach various documents in respect of Subsidiary Companies, as set out in sub-section (1) of Section 212 of the Companies Act 1956. Accordingly Balance sheet, Profit and Loss Account and other documents of the Subsidiary Companies are not being attached with the balance sheet of the Company.

Further your Company hereby undertakes that Annual Accounts of the Subsidiary Companies and the related detailed information shall be made available to the Shareholders of the Company and Subsidiary Companies seeking such information at any point of time. The Annual Accounts of the Subsidiary Companies shall also be kept open for inspection for the Shareholders at the Registered Office of the Company and of the Subsidiary Companies concerned. The Company shall furnish a hard copy of details of Accounts of Subsidiaries to any shareholder on demand.

Personnel

The relationship between the management and the staff was very cordial throughout the year under review. Your Directors take this opportunity to record their appreciation for the cooperation and loyal services rendered by the employees.

Deposits

The Company has not accepted any deposits, during the year under review.

Acknowledgments

Your Directors wish to place on record their appreciation for the support extended by government authorities, bankers, customers and shareholders of the Company.

Your Directors also wish to place on record their appreciation for the sincere services rendered by the employees of your Company during the year. Their dedication, teamwork and efficiency have been commendable.

For and on behalf of the Board For Country Club (India) Limited

Place: Hyderabad Y. Rajeev Reddy Y. Siddharth Reddy Date: 14th August, 2014 Chairman & Managing Director Vice-Chairman, JMD & CEO

To The Members of M/s. Country Club (India) Limited

The Directors have pleasure in presenting the 22nd Annual Report of the Company together with Audited Annual Accounts for the year ended 31st March, 2013.

Financial results

(Rs.in Lakhs)

Particulars Consolidated (Mar'' 13) Standalone (Mar'' 13)

Current Year Previous year Current Year Previous year

Total Income 47569.86 37204.41 31873.85 24695.53

Operating profit before interest, depreciation and tax 15641.31 11892.96 9517.98 6462.84

Interest 4477.91 2498.21 4109.38 1935.68

Depreciation 4136.92 3130.60 2365.44 1950.46

Profit before taxation 7026.48 6264.15 3043.16 2576.69

Provisions for taxation 1413.46 1305.74 1361.41 1241.43

Profit after taxation 5613.03 4958.41 1681.75 1335.26

TransfertoGeneral Reserves Nil Nil Nil Nil

Provision for dividend 89.46 89.46 89.46 89.46

Provision for dividend tax 14.51 14.51 14.51 14.51

Surplus carried to Balance Sheet 5509.05 4854.44 1577.78 1231.29

Results of operations

During the year under review, the turnover of the Company was Rs.475.70 Crores as compared to Rs.372.04 Crores for the previous year. The Company is constantly striving to improve its membership, and hopes to achieve better results in the forthcoming year.

Outlook

India''s travel and tourism industry is one of the most profitable industries in the country, and also credited with contributing a substantial amount of foreign exchange. Indian tourism offers a potpourri of different cultures, traditions, festivals and places of interest.

The country will definitely be one of the favourite tourist destinations from 2009 to 2018, according to world travel and tourism Council (WTTC). Further, the Travel and Tourism Competitiveness Report by World Economic Forum, has ranked India at the sixth place in tourism and hospitality.

Key segments of the Indian tourism and hospitality industry are:

Accommodation and catering Transportation Attractions Travel agents Tour operators The Indian tourism industry has been upswing for

last few years partially due to an excellent ‘Incredible India'' campaign and is expected to rise up to US$ 431.7 billion by the end of 2020.

The presence of world-class hospitals and skilled medical professionals make India a preferred destination for medical tourism. Tour operators are teaming up with hospitals to tap this market.

Cruise shipping is one of the most dynamic and fastest growing components of the global leisure industry. India with a vast and beautiful coastline, virgin forests, and undisturbed idyllic islands can be a fabulous tourist destination for cruise tourists.

India has potential to develop the rural tourism industry as most of its population resides in rural areas. This can benefit the local community economically and socially, and enable interaction between tourists and locals for a mutually enriching experience.

Dividend and Transfer to Reserves

Your Directors are pleased to recommend a dividend of 5% on the equity share capital of Rs.17, 89, 29,470/- resulting in a cash outflow of Rs. 1.04 Cr including Dividend Tax. Dividend on Equity Share Capital for the year ended 31st March, 2013, which if approved by the Members at the forthcoming Annual General Meeting, will be paid out of current year profits within 30 days of declaration.

Un-Paid / Un-claimed Dividend Amount

Following amounts are lying in the Un-paid / Un- claimed Dividend Account of the Company:

Financial Year Amount (Rs.)

2011–2012 2,46,973

2010–2011 2,34,381

2009–2010 2,47,422

2008–2009 7,60,835

2007–2008 5,44,080

2006–2007 7,13,228

Share Capital

The Paid-up Share Capital of your Company stands at Rs.17,89,29,470 (Rupees Seventeen Crores Eighty Nine Lakhs Twenty Nine Thousand Four Hundred and Seventy Only) as on 31st March, 2013.

The entire Paid-up Share Capital of your Company is listed with both the Stock Exchange(s) namely, M/s. Bombay Stock Exchange Limited (BSE) and M/s. Madras Stock Exchange Limited (MSE)

Amalgamation of M/s. Amrutha Estates & Hospitality Private Limited (AEHPL):

As you are aware that M/s. Amrutha Estates & Hospitality Private Limited was in a process of amalgamation with your Company. In this said process, Hon''ble High Court of Andhra Pradesh has passed the order and the Company has received the said copy of Order on 18th April, 2013. Further the Copy of the Order has been filed with Registrar of Companies, Hyderabad, Andhra Pradesh.

Further the financials of Country Club (India) Limited, considering the M/s. Amrutha Estates & Hospitality Private Limited amalgamation would be restated effective the annual results of 2013-14 onwards.

Management Discussion and Analysis

Pursuant to Clause 49 of the Listing Agreement, a report on the management discussion and analysis is enclosed herewith.

CONSERVATION OF ENERGY, TECHNICAL ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO Additional information as required U/S 217(1) (e) of the Companies Act, 1956:

(a) Conservation of energy The Company is continuously monitoring the consumption of energy and implements wherever necessary the required measures for conserving it.

(b) (i) Technology absorption, adaptation and innovation No technology – indigenous or foreign – is involved. (ii) Research and development (R&D) No research and development was carried out.

Directors

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the Company, Shri D. Krishna Kumar Raju & Shri. I. Venkata Subba Raju, Directors of the Company retire by rotation at the 22nd Annual General Meeting and being eligible, offer themselves for re- appointment. Brief profile of the Directors proposed to be re-appointed stating the nature of their expertise in specific functional areas, their shareholding along with other relevant details are given at the end of the Notice of the Annual General Meeting. The Board recommends their reappointment by the Members at the ensuing 22nd Annual General Meeting.

None of the directors of the Company are disqualified from being appointed as directors as specified in section 274(1) (g) of the Companies Act, 1956, as amended.

Directors Responsibility Statement

The Directors of the Company hereby state:

i) That in the preparation of the Annual Accounts for the year ended 31st March 2013, the applicable accounting standards have been followed and there are no material departures.

ii) That they have selected appropriate 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 as on 31st March 2013 and of the Profit of the Company for the Financial Year ended 31st March 2013.

iii) That they have taken proper and sufficient care for the maintenance of adequate accounting

records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv) That they have prepared the annual accounts for the Financial Year ended 31st March 2013 on a going concern basis.

Auditors

M/s. P. Murali & Co., Chartered Accountants, will retire by rotation as Auditors of the Company at the ensuing Annual General Meeting and being eligible, offered themselves for re-appointment. M/s. P. Murali & Co. has furnished a certificate of their eligibility under Section 224 (1B) of the Companies Act, 1956. Board of Directors recommends their re-appointment.

Statement pursuant to the Listing Agreement

The Company''s equity shares are listed on the Bombay Stock Exchange Limited (BSE) and Madras Stock Exchange Limited (MSE) and the Company has paid the annual listing fees up to 2013-14.

Corporate Governance

As required by Clause 49 of the Listing Agreement, a separate section containing the Report on Corporate Governance together with the Certificate on the compliance with the conditions of Corporate Governance issued by the Auditors of the Company is appended hereto and they form part of this Annual Report.

Subsidiary Companies

The Company has twenty two (22) subsidiary outfits as on 31st March, 2013:

Domestic Subsidiaries:

1. Aquarian Realtors Private Limited

2. Bush Betta Holiday Ownership Wildlife Adventure Resort Private Limited

3. Bright Resorts Private Limited

4. Chanakyapuri Resorts Private Limited

5. Club Arzee Limited

6. International Country Holidays Private Limited

7. Jade Resorts Private Limited

8. J J Arts & Entertainments Private Limited

9. Kolet Resort Club Private Limited

10.Maruti Waterpark and Entertainments Private Limited

11. Country Vacations International Limited, India 12.Swami Vivekanand Training and Education

Centre Private Limited 13.Swimwel Investment and Trading Private Limited

International Subsidiaries:

1. Country Club Babylon Resort Private Limited, Sri Lanka

2. Country Vacations International Limited, Dubai

3. Country Vacations International LLC, Dubai*

4. Country Vacations International LLC, Oman*

5. Country Vacations International LLC, Abu Dhabi*

6. Country Vacations International W.L.L, Bahrain*

7. Country Club and Vacations WLL, Qatar*

8. Country Vacations International SDN BHD, Malaysia*

9. Country Vacations International Limited, London*

*Has become subsidiary of the Company under Section 4(1) (c) of the Companies Act, 1956.

The Ministry of Corporate Affairs (MCA) has through its General Circular No. 2/2011 dated 08th February 2011, has granted general exemption to all the Companies from the requirement to attach various documents in respect of Subsidiary Companies, as set out in sub-section (1) of Section 212 of the Companies Act 1956. Accordingly Balance sheet, Statement of Profit and Loss and other documents of the Subsidiary Companies are not being attached with the balance sheet of the Company.

Further your Company hereby undertakes that Annual Accounts of the Subsidiary Companies and the related detailed information shall be made available to the Shareholders of the Company and Subsidiary Companies seeking such information at any point of time. The Annual Accounts of the Subsidiary Companies shall also be kept open for inspection for the Shareholders at the Registered Office of the Company and of the Subsidiary Companies concerned. The Company shall furnish a hard copy of details of Accounts of Subsidiaries to any shareholder on demand.

Personnel

The relationship between the management and the staff was very cordial throughout the year under review. Your Directors take this opportunity to record their appreciation for the cooperation and loyal services rendered by the employees.

Deposits

The Company has not accepted any deposits falling under Section 58A of the Companies Act, 1956, during the year under review.

Acknowledgments

Your Directors wish to place on record their appreciation for the support extended by government authorities, bankers, customers and shareholders of the Company.

Your Directors also wish to place on record their appreciation for the sincere services rendered by the employees of your Company during the year. Their dedication, teamwork and efficiency have been commendable.

For and on behalf of the Board

For Country Club (India) Limited

Place: Hyderabad Y.Rajeev Reddy Y.Siddharth Reddy

Date: 30th May, 2013 Chairman & Managing Director Vice-Chairman, JMD&CEO

To The Members of M/s. Country Club (India) Limited

The Directors have pleasure in presenting the 21 st Annual Report of the Company together with Audited Annual Accounts for the year ended 31 st March, 201 2.

Financial results (Rs.in Lakhs)

Total Income 37,204.41 32,414.35 24,695.53 21,699.60

Operating profit before interest, depreciation and tax 11,892.96 9,698.66 6,462.84 5,352.47

Interest and financial charges 2,498.21 2,109.93 1,935.68 1,942.11

Depreciation 3,130.60 2,890.95 1,950.46 1,842.68

Profit before taxation 6,264.15 5,280.77 2,576.69 2,135.86

Provisions for taxation 1,305.74 1,075.45 1,241.43 1,019.79

Profit after taxation 4,958.41 4,205.32 1,335.26 1,116.08

Transfer to General Reserves Nil Nil Nil Nil

Provision for dividend 89.46 89.46 89.46 89.46

Provision for dividend tax 14.51 14.51 14.51 14.51

Surplus carried to Balance Sheet 4,854.44 4,101.35 1,231.29 1,012.11

Results of operations

During the year under review, the turnover of the Company was Rs372.04 Crores as compared to Rs324.14 Crores for the previous year. The Company is constantly striving to improve its membership, and hopes to achieve better results in the forthcoming year.

Outlook

India's travel and tourism industry is one of the most profitable industries in the country, and also credited with contributing a substantial amount of foreign exchange. Indian tourism offers a potpourri of different cultures, traditions, festivals, and places

of interest.

The country will definitely be one of the favourite tourist destinations from 2009 to 201 8, according to World Travel and Tourism Council (WTTC). Further, the Travel and Tourism Competitiveness Report by World Economic Forum, has ranked India at the sixth place in tourism and hospitality.

Key segments of the Indian tourism and hospitality industry are:

- Accommodation and catering

- Transportation

- Attractions

- Travel agents

- Tour operators

The Indian tourism industry has been upswing for last few years partially due to an excellent 'Incredible India' campaign and is expected to rise up to US$ 431.7 billion by the end of 2020.

The presence of world-class hospitals and skilled medical professionals make India a preferred destination for medical tourism. The segment could earn India US$ 2.2 billion per year by 2012. Tour operators are teaming up with hospitals to tap this market.

Cruise shipping is one of the most dynamic and fastest growing components of the global leisure industry. India with a vast and beautiful coastline, virgin forests, and undisturbed idyllic islands can be

a fabulous tourist destination for cruise tourists. India has potential to develop the rural tourism industry as most of its population resides in rural areas. This can benefit the local community economically and socially, and enable interaction between tourists and locals for a mutually enriching experience.

Dividend and Transfer to Reserves

Your Directors are pleased to recommend a dividend of 5% on the equity share capital of Rs17,89,29,470 resulting in a cash outflow of Rs1.04 Cr including Dividend Tax. Dividend on Equity Share Capital for the year ended 31st March, 2012, which if approved by the Members at the forthcoming Annual General Meeting, will be paid

out of current year profits within 30 days of declaration.

Un-Paid / Un-claimed Dividend Amount

Following amounts are lying in the Un-paid / Un- claimed Dividend Account of the Company:

2010-2011 2,49,271

2009-2010 2,48,132

2008-2009 7,65,514

2007-2008 5,44,080

2006-2007 7,13,228

Share Capital

The Paid-up Share Capital of your Company stands at Rs1 7,89,29,470 (Rupees Seventeen Crores Eighty Nine Lakhs Twenty Nine Thousand Four Hundred and Seventy Only) as on 31st March, 2012.

The entire Paid-up Share Capital of your Company is listed with both the Stock Exchange(s) namely, M/s. Bombay Stock Exchange Limited and M/s. Madras Stock Exchange Limited.

Management Discussion and Analysis

Pursuant to Clause 49 of the Listing Agreement, a report on the management discussion and analysis is enclosed herewith.

CONSERVATION OF ENERGY, TECHNICAL ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO Additional information as required U/S 217(1) (e) of the Companies Act, 1956:

(a) Conservation of energy The Company is continuously monitoring the consumption of energy and implements wherever

necessary, the required measures for conserving it.

(b) (i) Technology absorption, adaptation and innovation No technology - indigenous or foreign - is involved.

(ii) Research and development (R&D) No research and development was carried out.

(c) Foreign Currency Earnings/Inflow Rs6,98,1 2,905 Foreign Currency Expenditure / Outflow Rs29,40,1 6,1 50

Directors

In accordance with the provisions of the Companies Act, 1 956 and the Articles of Association of the Company, Sri. K. Satynarayana Raju, Sri. D. V. Ratna Kishnore and Sri.Y. Subba Rao, Directors of the Company, retire by rotation at the 21st Annual General Meeting and being eligible, offer themselves for re-appointment. Brief resume of the Directors proposed to be re-appointed stating the nature of their expertise in specific functional areas, their shareholding along with other relevant details are given at the end of the Notice of the Annual General Meeting. The Board recommends their reappointment by the Members at the ensuing 21 st Annual General Meeting.

None of the directors of the Company are disqualified from being appointed as directors as specified in section 274(1) (g) of the Companies Act, 1956, as amended.

Directors' Responsibility Statement

The Directors of the Company hereby state:

i) That in the preparation of the Annual Accounts for the year ended 31st March 2012, the applicable accounting standards have been followed and there are no material departures.

ii) That they have selected appropriate 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 as on 31 st March 201 2 and of the Profit of the Company for the Financial Year ended 31st March 201 2.

iii) That they have taken proper and sufficient care for the maintenance of adequate accounting

records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv) That they have prepared the annual accounts for the Financial Year ended 31 st March 201 2 on a going concern basis.

Auditors

M/s. R Murali & Co., Chartered Accountants, will retire by rotation as Auditors of the Company at the ensuing Annual General Meeting and being eligible, offered themselves for re-appointment. M/s. R Murali & Co. has furnished a certificate of their eligibility under Section 224 (1B) of the Companies Act, 1956. Board of Directors recommends their re-appointment.

Statement pursuant to the Listing Agreement

The Company's equity shares are listed on the Bombay Stock Exchange Limited (BSE) and Madras Stock Exchange Limited (MSE) and the Company has paid the annual listing fees up to 201 2-1 3.

Corporate Governance

As required by Clause 49 of the Listing Agreements, a separate section containing the Report on Corporate Governance together with the Certificate on the compliance with the conditions of Corporate Governance issued by the Auditors of the Company is appended hereto and they form part of this Annual Report.

Subsidiary Companies

The Company has eighteen subsidiary outfits as on 31 st March, 2012:

Domestic Subsidiaries:

1. Aquarian Realtors Private Limited

2. Bush Betta Holiday Ownership Wildlife Adventure Resort Private Limited

3. Bright Resorts Private Limited

4. Chanakyapuri Resorts Private Limited

5. Club Arzee Limited

6. International Country Holidays Private Limited

7. Jade Resorts Private Limited

8. JJ Arts & Entertainments Private Limited

9. Kolet Resort Club Private Limited

10. Maruti Waterpark and Entertainments Private Limited

11. Country Vacations International Limited, India

12. Swami Vivekanand Training and Education Centre Private Limited

13. Swimwel Investment and Trading Private Limited

International Subsidiaries:

- Country Club Babylon Resort Private Limited, Sri Lanka

- Country Vacations International Limited, Dubai

- Country Vacations International LLC, Dubai*

- Country Vacations International LLC, Oman*

- Country Vacations International LLC, Abu Dhabi*

- Country Vacations International W.L.L, Bahrain*

- Country Club and Vacations WLL, Qatar*

*Has become subsidiary of the Company under Section 4(1) (c) of the Companies Act, 1956.

The Ministry of Corporate Affairs (MCA) has through its General Circular No. 2/201 1 dated 08th February 2011, has granted general exemption to all the Companies from the

requirement to attach various documents in respect of Subsidiary Companies, as set out in sub-section (1) of Section 212 of the Companies Act, 1956. Accordingly Balance sheet, Profit and Loss Account and other documents of the Subsidiary Companies are not being attached with the balance sheet of the Company.

Further your Company hereby undertakes that Annual Accounts of the Subsidiary Companies and the related detailed information shall be made available to the Shareholders of the Company and Subsidiary Companies seeking such information at any point of time. The Annual Accounts of the Subsidiary Companies shall also be kept open for inspection for the Shareholders at the Registered

Office of the Company and of the Subsidiary Companies concerned. The Company shall furnish a hard copy of details of Accounts of Subsidiaries to any shareholder on demand.

Personnel

The relationship between the management and the staff was very cordial throughout the year under review. Your Directors take this opportunity to record their appreciation for the cooperation and loyal services rendered by the employees.

Deposits

The Company has not accepted any deposits falling under Section 58A of the Companies Act, 1 956, during the year under review.

Acknowledgments

Your Directors wish to place on record their appreciation for the support extended by government authorities, bankers, customers and shareholders of the Company.

Your Directors also wish to place on record their appreciation for the sincere sen/ices rendered by the employees of your Company during the year. Their dedication, teamwork and efficiency have been commendable.

For and on behalf of the Board For Country Club (India) Limited

Place: Hyderabad Y. Rajeev Reddy Y. Siddharth Reddy

Date: 03/09/2012 Chairman & Managing Director Vice-Chairman, JMD & CEO

The Members of

M/s. Country Club (India) Limited

The Directors have pleasure in presenting the 20h Annual Report of the Company together with audited Annual Accounts for the year ended 31st March, 2011.

Financial results

(Rs in Lakhs)

Particulars Consolidated (Mar' 11) Standalone (Mar' 11)

Current Year Previous year Current Year Previous year

Total Income 32,414.35 30,850.7 21,699.60 21,243.77

Operating profit before interest, depreciation and tax 9698.66 7877.26 5,352.47 4,644.70

Interest and financial charges 2,109.93 1,065.00 1,942.11 925.05

Depreciation 2,890.95 2,251.18 1,842.68 1,327.11

Profit before taxation 5,280.77 5,134.37 2,135.86 2,921.69

Provisions for taxation 1,075.45 1,166.29 1,019.79 1,125.96

Profit after taxation 4,205.32 3,968.08 1,116.08 1,795.74

Transfer to General Reserves Nil Nil Nil Nil

Provision for dividend 89.46 77.47 89.46 77.47

Provision for dividend tax 14.51 12.87 14.51 12.87

Surplus carried to Balance Sheet 23,114.02 19,009.35 12,515.60 11,503.50

Results of operations

During the year under review, the turnover of the Company was Rs324.14 Crores as compared to Rs308.51 Crores for the previous year. The Company is constantly striving to improve its membership, and hopes to achieve better results in the forthcoming year.

Outlook

The Company's motto is to offer best service of the best quality at the best price to its members. With this in view the Company is constantly trying to improve its properties, increasing the opportunities for its members to get the value for their money.

The Company's Dubai office has been positioned to serve as the strategic base for global expansion. In the coming years, the Company will expand its brand's footprint across Middle East and Africa. The Company aims to increase memberships by four fold to one million from about 2,50,000 members at present.

In the pipeline the Company has plans to establish offices in Doha, Bahrain, Saudi Arabia (Riyadh and Jeddah) and Kuwait in the middle east region. Kenya and South Africa are also on the expansion radar with the Company looking to set up base in Nairobi and Johannesburg in the near future. The Company is also looking at Malayasia and Singapore to expand its clubbing and Hospitality business.

Dividend and transfer to Reserves

Your Directors are pleased to recommend a dividend of 5% on the equity share capital of Rs17,89,29,470 resulting in a cash outflow of 0.89 crores (excluding dividend tax). Dividend on Equity Share Capital for the year ended 31st March, 2011, which if approved by members at the forthcoming Annual General Meeting, will be paid out of current year profits within 30 days of declaration.

Un-Paid/Un-claimed Dividend Amount

Following amounts are lying in the Un-paid / un-claimed Dividend Account of the Company:

Financial Year Amount in Rs

2009 – 2010 2,53,212

2008 – 2009 7,67,240

2007 – 2008 5,45,280

2006 – 2007 7,14,400

Share Capital

The paid-up Share Capital of your Company stands at Rs17,89,29,470 (Rupees seventeen crores eighty nine lakhs twenty nine thousand four hundred and seventy only) as on 31st March, 2011.

During the year, the company has allotted 43,45,999

Equity Shares at Rs16.26 per Equity Share(which includes a premium of Rs14.26 per equity share) to Mr. Y. Rajeev Reddy, promoter of the Company, upon the conversion of 31,04,285 Share Warrants on 7th January 2011. These shares have been listed on Bombay Stock Exchange Limited and the Company is in the process of making an application to Madras Stock Exchange Limited for listing these shares.

Management Discussion and Analysis

Pursuant to Clause 49 of the Listing Agreement, a report on the management discussion and analysis is enclosed herewith.

CONSERVATION OF ENERGY, TECHNICAL ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO: Additional information as required U/S 217(1) (e) of the Companies Act, 1956:

(a) Conservation of energy

The Company is continuously monitoring the consumption of energy and implements wherever necessary, the required measures for conserving it

(b) (i) Technology absorption, adaptation and innovation No technology – indigenous or foreign – is involved. (ii) Research and development (R&D) No research and development was carried out.

Directors:

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the Company, Smt. Manjula Reddy and Shri D. V. Krishnam Raju, Directors of the Company, retire by rotation at the 20th Annual General Meeting and being eligible, offer themselves for re-appointment. Brief resume of the Directors proposed to be re- appointed stating the nature of their expertise in specific functional areas, their shareholding along with other relevant details are given at the end of the Notice of the Annual General Meeting. The Board commends their reappointment by the members at the ensuing 20th Annual General Meeting.

None of the Directors of the Company are disqualified from being appointed as Directors as specified in Section 274(1) (g) of the Companies Act, 1956, as amended.

Directors' Responsibility Statement:

The Directors of the Company hereby state:

i) That in the preparation of the Annual Accounts for the year ended 31st March 2011, the applicable accounting standards have been followed and there are no material departures.

ii) That they have selected appropriate 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 as on 31st March 2011 and of the Profit of the Company for the financial year ended 31st March 2011.

iii) That they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv) That they have prepared the annual accounts for the financial year ended 31st March 2011 on a going concern basis.

Auditors:

M/s. P. Murali & Co., Chartered Accountants, will retire by rotation as Auditors of the Company at the ensuing Annual General Meeting and being eligible, offered themselves for re-appointment. M/s. P. Murali & Co. has furnished a certificate of their eligibility under Section 224 (1B) of the Companies Act, 1956. Board of Directors recommends their re-appointment.

Statement pursuant to the Listing Agreement:

The Company's equity shares are listed on the Bombay Stock Exchange Limited (BSE) and Madras Stock Exchange Limited and the Company has paid the annual listing fees up to 2011-12.

Corporate Governance:

As required by Clause 49 of the Listing Agreements, a separate Section containing the Report on Corporate

Governance together with the Certificate on the compliance with the conditions of corporate governance issued by the Auditors of the Company is appended hereto and they form part of this Annual Report.

Subsidiary Companies:

The Company has eighteen subsidiary outfits as on 31st March, 2011:

Domestic Subsidiaries:

1. Aquarian Realtors Private Limited

2. Bush Betta Holiday Ownership Wildlife Adventure Resort Private Limited

3. Bright Resorts Private Limited

4. Chanakyapuri Resorts Private Limited

5. Club Arzee Limited

6. International Country Holidays Private Limited

7. Jade Resorts Private Limited

8. JJ Arts & Entertainments Private Limited

9. Kolet Resort Club Private Limited

10. Maruti Waterpark and Entertainments Private Limited

11. Country Vacations International Limited, India

12. Swami Vivekanand Training and Education Centre Private Limited

13. Swimwel Investment and Trading Private Limited International Subsidiaries:

14. Country Club Babylon Resort Private Limited, Sri Lanka

15. Country Vacations International Limited, Dubai

16. Country Vacations International LLC, Dubai*

17. Country Vacations International LLC, Oman*

18. Country Vacations International LLC, Abudhabi*

* Has become subsidiary of the Company under Section 4(1) (c) of the Companies Act, 1956.

New Ventures:

Your Company has added two more feathers in its cap, during the financial year under review and details are:

I. Acquired "Club Arzee", an existing Recreation Club at Surat owned by M/s. Club Arzee Limited by way of acquisition of 100% shareholding.

II. Set up an overseas entity at Abu Dhabi i.e. "Country Vacations International LLC-AbuDhabi" to cater to the needs of the members in Abu Dhabi and is a subsidiary of "Country Vacations International Limited – Dubai, UAE".

The Ministry of Corporate Affairs (MCA) has through its General Circular No. 2/2011 dated 08th February 2011, has granted general exemption to all the

Companies from the requirement to attach various documents in respect of subsidiary Companies, as set out in sub-section (1) of Section 212 of the Companies Act 1956. Accordingly Balance sheet, Profit and Loss Account and other documents of the subsidiary Companies are not being attached with the balance sheet of the Company.

Further your Company hereby undertakes that annual accounts of the subsidiary companies and the related detailed information shall be made available to shareholders of the Company and subsidiary companies seeking such information at any point of time. The annual accounts of the subsidiary companies shall also be kept for inspection by any shareholder at the Registered Office of the company and of the subsidiary companies concerned. The company shall furnish a hard copy of details of accounts of subsidiaries to any shareholder on demand.

Personnel:

The relationship between the management and the staff was very cordial throughout the year under review. Your Directors take this opportunity to record their appreciation for the cooperation and loyal services rendered by the employees.

Deposits:

The Company has not accepted any deposits falling under Section 58A of the Companies Act, 1956, during the year under review.

Acknowledgments:

Your Directors wish to place on record their appreciation for the support extended by government authorities, bankers, customers and shareholders of the Company.

Your Directors also wish to place on record their appreciation for the sincere services rendered by the employees of your Company during the year. Their dedication, teamwork and efficiency have been commendable.

For and on behalf of the Board

For Country Club (India) Limited

Place: Hyderabad Y. Rajeev Reddy Y. Siddharth Reddy

Date: 01/09/2011 Chairman & Managing Director Vice-Chairman, JMD & CEO

The Directors have pleasure in presenting the 19th Annual Report of your Company together with Audited Annual Accounts for the financial year ended 31st March, 2010.

Financial results

(Rupees in Lakhs)

Particulars Consolidated (Mar 10) Standalone (Mar 10)

Current Year Previous year Current Year Previous year

Total Income 30,850.66 40,843.44 21,243.78 29,293.29

Operating profit before interest, depreciation and tax 8,450.55 10,328.55 4,644.70 4,175.42

Interest and financial charges 1,065.00 1,415.29 925.05 1,351.72

Depreciation 2,251.18 1,661.88 1,327.11 1,143.63

Profit before taxation 5,134.37 7,251.38 2,921.69 1,680.07

Provisions for taxation 1,166.29 726.43 1,125.96 708.61

Profit after taxation 3,968.08 6,524.95 1,795.74 971.46

Transfer to General Reserves Nil 73.00 Nil 73.00

Provision for dividend 77.47 309.70 77.47 309.70

Provision for dividend tax 12.87 52.63 12.87 52.63

Surplus carried to Balance Sheet 19,009.35 15,131.61 11,503.50 9,798.10

Results of operations

During the year, the turnover of the Company was Rs. 308.51 Crores as compared to Rs. 408 Crores for the previous year. The Company is constantly striving to improve its membership, and hopes to achieve better results in the forthcoming year.

Outlook

The Companys motto is to offer best service of the best quality at the best price to its members. With this

in view, the Company is constantly trying to improve its properties, increasing the opportunities for its members to get value for their money. The Company has launched a new concept of ownership of fractional Condos, under which the member is offered part ownership. The product has received good response from the member public. The Company hopes to launch more such innovative products to attract more membership.

Dividend and transfer to Reserves

Your Directors are pleased to recommend a dividend of 5% on the equity share capital of Rs.170,237,472/- resulting in a cash outflow of Rs.77,46,690/- (pro-rata) (excluding dividend tax). Dividend on Equity Share Capital for the year ended 31st March, 2010, which if approved by members at the forthcoming Annual General Meeting, will be paid out of current year profits within 30 days of declaration.

Un-Paid/Un-claimed Dividend Amount

Following amounts are lying in the Un-paid / un- claimed Dividend Account of the Company:

Financial Year Amount in Rs.

2008 - 2009 : 7,78,597

2007 - 2008 : 7,40,588

2006 - 2007 : 7,23,028

Share Capital

The paid-up Share Capital of your Company stands at Rs.170,237,472/- (Rupees Seventeen Crores Two Lakhs Thirty Seven Thousand Four Hundred and Seventy Two only) as on 31st March, 2010.

During the year, the Company has allotted 76,94,001 Equity Shares at Rs.16.26 per Equity Share to Shri Y. Rajeev Reddy, promoter of the Company, upon the conversion of 54,95,715 Share Warrants on 30th March, 2010. The Company has filed an application for listing and trading permission of aforesaid allotted shares with Bombay Stock Exchange Limited, which is pending for approval.

Long-term resources

To augment the long-terms resources to the Company, the Company has raised funds by way of issue of

convertible warrants. The details of which are given below:

Convertible Warrants

- During the previous year the Company has issued and allotted 7,00,000 warrants to Shri Y. Rajeev Reddy, Chairman & Managing Director of the Company, at a price of Rs.770/- per warrant convertible into equal number of Equity Shares of Rs.10/- each. The promoter has not exercised his 7,00,000 (Seven Lakhs) warrants allotted on 01st October, 2008. These warrants were due for conversion on 31st March, 2010. Hence, the said warrants were expired and the Company has forfeited the 10% amount collected in advance.

- The Company had issued and allotted 86,00,000 Convertible Warrants to Shri Y. Rajeev Reddy, Chairman & Managing Director of the Company, at a price of Rs.22.76 per warrant convertible into seven equity shares of Rs.2/- each for every five warrants on 08th July, 2009, out of which 54,95,715 Warrants are converted into 76,94,001 Equity Shares.

The Balance 31,04,285 Warrants are eligible for conversion into seven equity shares of Rs.2/- each for every five warrants. The last date for conversion of Warrants into Equity Shares is 07th January, 2011.

- The Company has issued & obtained approval of shareholders at their EGM held on 30th April, 2010 for 3,00,00,000 Convertible warrants to M/s. Zen Garden Hotel Private Limited, a company registered under the Companies Act, 1956 and belonging to the promoter group of the Company at a price of Rs.25/- per warrant convertible into equal number of Equity shares of Rs.2/- each for every warrant.

New Venture

During the year, the Company has set up a new overseas branch at Muscat, Sultanate of Oman. The branch is set up as “Country Vacations International LLC - Oman” and is a subsidiary of Country Vacations International Limited - Dubai, U.A.E.

Management Discussion and Analysis

Pursuant to Clause 49 of the Listing Agreement, a report on the management discussion and analysis is enclosed herewith.

CONVERSATION OF ENERGY, TECHNICAL ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO Additional information as required U/s 217(1) (e) of the Companies Act, 1956

(a) Conservation of energy The Company is monitoring the consumption of energy and is identifying measures for conserving it.

(b) (i) Technology absorption, adaptation and innovation No technology - indigenous or foreign - is involved. (ii) Research and development (R&D) No research and development was carried out.

(c) Foreign Currency Earnings Rs.49,65,564

Foreign Currency Expenditure / Outflow Rs.74,94,295/Rs.4,74,94,295

Particulars of Employees

In pursuance to the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, the particulars of employees receiving remuneration of Rs. 24,00,000 or more per annum or Rs. 200,000 or more per month are given below:

Sl. Name Designation Total Qualification Exp.

No. Remuneration (in years) (in Rs.)

1 Y. Rajeev Reddy Chairman & 36,00,000 B.Com (Hons.) 23 Managing Director Years

2 Y. Siddharth Reddy Vice- Chairman, 30,00,000 Graduation in 6 Joint Managing Director Finance with Hons. Years & CEO from University of Texas, Austin

3 Y. Varun Reddy Vice- Chairman, 30,00,000 B.A. (Eco), 4 Joint Managing Director B.A. (Corporate Years & COO Communication

4 D. Krishna Kumar Raju Vice- Chairman & 33,00,000 B. Com 10 Executive Director (Hons) Years



Name Date of Age Last Employment Commencement held of Employment

Y.Rajeev Reddy 17-05-1991 53 Amrutha Group

Years

Y.Siddharth Reddy 30-07-2005 27 N.A.

Years

Y.Varun Reddy 01-08-2006 25 N.A.

Years

D.Krishna Kumar Raju 27-11-2004 53 Country Condos Years Limited



Subsidiaries

Ministry of Corporate Affairs, Government of India, vide order No. 47/690/2010-CL-III dated 26th August, 2010 has granted approval that the requirement to attach various documents in respect of subsidiary companies, as set out in sub-section (1) of Section 212 of the Companies Act, 1956, shall not apply to the Company. Accordingly, the Balance Sheet, Profit and Loss Account and other documents of the subsidiary companies are not being attached with the Balance Sheet of the Company. Financial information of the subsidiary companies, as required by the said order, is disclosed in the Annual Report. The Company will make available the Annual Accounts of the subsidiary companies and the related detailed information to any member of the Company who may be interested in obtaining the same. The annual accounts of the subsidiary companies will also be kept open for

inspection by any investor at the Registered Office of the Company and that of the respective subsidiary companies. The Consolidated Financial Statements presented by the Company include financial results of its subsidiary companies.

Directors

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the Company, Shri Indukuri Venkata Subba Raju and Shri D. Krishna Kumar Raju, Directors of the Company, retire by rotation at the 19th Annual General Meeting and being eligible, offer themselves for re-appointment. Brief resume of the Directors proposed to be re-appointed stating the nature of their expertise in specific functional areas, their shareholding along with other relevant details are given at the end of the Notice of the Annual General

Meeting. The Board commends their reappointment by the members at the 19th Annual General Meeting.

None of the directors of the Company are disqualified from being appointed as directors as specified in section 274(1) (g) of the Companies Act, 1956, as amended.

Directors Responsibility Statement The Directors of the Company hereby state: i) that in the preparation of the Annual Accounts for the year ended 31st March 2010, the applicable Accounting Standards have been followed and there are no material departures.

ii) that they have selected appropriate 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 as on 31st March 2010 and of the Profit of the Company for the financial year ended 31st March 2010.

iii) that they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv) that they have prepared the annual accounts for the financial year ended 31st March 2010 on a going concern basis.

Auditors

M/s. P. Murali & Co., Chartered Accountants, are retiring as Auditors of the Company, but being eligible, have offered themselves for re-appointment. M/s. P. Murali & Co. have furnished a certificate of their eligibility U/s 224 (1B) of the Companies Act, 1956. Board of Directors recommends their re- appointment.

Statement pursuant to the Listing Agreement

The Companys equity shares are listed on the Bombay Stock Exchange Limited (BSE) and the Company has paid the annual listing fees up to 2010-11.

Corporate Governance

As required by Clause 49 of the Listing Agreements, a

Place: Hyderabad Date: 30th August, 2010

separate section containing the Report on Corporate Governance together with the Certificate on the compliance with the conditions of corporate governance issued by the Auditors of the Company are appended hereto and they form part of this Annual Report.

Subsidiary Companies

The Company has Sixteen subsidiary outfits, both Domestic and International as on 31st March, 2010.

Domestic Subsidiaries:

1. Aquarian Realtors Private Limited

2. Bush Betta Holiday Ownership Wildlife Adventure Resort Private Limited

3. Bright Resorts Private Limited

4. Chanakyapuri Resorts Private Limited

5. International Country Holidays Private Limited (formerly known as Aakruti Engineers Private Limited)

6. Jade Resorts Private Limited*

7. J. J. Arts and Entertainments Private Limited

8. Kolet Resort Club Private Limited

9. Maruti Waterpark and Entertainments Private Limited

10. Country Vacations International Limited, India

11. Swami Vivekanand Training and Education Centre Private Limited

12. Swimwel Investment and Trading Private Limited * Has become subsidiary of the Company U/s 4(1) (c) of the Companies Act, 1956.

Y. Rajeev Reddy Chairman & Managing Director

International Subsidiaries:

1. Country Club Babylon Resort Private Limited, Sri Lanka

2. Country Vacations International Limited, Dubai

3. Country Vacations International LLC, Dubai*

4. Country Vacations International LLC, Oman*

* Has become subsidiary of the Company U/s 4(1) (c) of the Companies Act, 1956.

Personnel

The relationship between the management and the staff was very cordial throughout the year under review. Your Directors take this opportunity to record their appreciation for the cooperation and loyal services rendered by the employees.

Deposits

The Company has not accepted any deposits falling U/s 58A of the Companies Act, 1956, during the year under review.

Acknowledgements

Your Directors wish to place on record their appreciation for the support extended by government authorities, bankers, customers and shareholders of the Company.

Your Directors also wish to place on record their appreciation for the sincere services rendered by the employees of your Company during the year. Their dedication, teamwork and efficiency have been commendable.

For and on be half of the Board For Country Club (India) Limited

Y. Rajeev Reddy Y. Siddharth Reddy Chairman & Managing Director Vice-Chairman,JMD & CEO



Place: Hyderabad

Date:30th August,2010