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