Country Club Hospitality & Holidays Ltd Directors Report

To,

The Members of

M/s. COUNTRY CLUB HOSPITALITY & HOLIDAYS LIMITED

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.

FINANCIAL RESULTS:

( Rs in Lakhs)

Particulars	Consolidated		Standalone
	Year ended 31.03.2025	Year ended 31.03.2024	Year ended 31.03.2025	Year ended 31.03.2024
Revenue from Operations	4601.44	5236.39	4597.55	5236.39
Other Income	2728.71	1626.54	2253.50	1616.85
Total Revenue	7330.15	6862.93	6851.05	6853.24
Total Expenses	5423.29	5599.62	5530.41	5230.60
Profit / (Loss) before Depreciation, Finance Costs, Exceptional Items and Tax Expense	1906.86	1263.31	1320.64	1622.64
Less: Depreciation / Amortisation / Impairment	1236.21	1265.28	1236.21	1265.29
Profit / (Loss) before Finance Costs, Exceptional Items and Tax Expense	670.65	(1.97)	84.43	357.35
Less: Finance Costs	191.35	376.86	191.35	376.86
Profit / (Loss) before Exceptional Items and Tax Expense	479.30	(378.83)	(106.92)	(19.51)
Add/(Less): Exceptional Items	Nil	Nil	Nil	Nil
Profit / (Loss) before Tax Expense	479.30	(378.83)	(106.92)	(19.51)
Less: Tax Expense (Current & Deferred)	(41.37)	(107.04)	(62.99)	(102.21)
Profit / (Loss) for the Year	437.93	(485.87)	(169.91)	(121.72)
Transfer to General Reserves	Nil	Nil	Nil	Nil
Provision for Dividend	Nil	Nil	Nil	Nil
Provision for Dividend Tax	Nil	Nil	Nil	Nil
Surplus carried to Balance Sheet	Nil	Nil	Nil	Nil

FINANCIAL PERFORMANCE OF THE COMPANY:

OVERVIEW & STATE OF COMPANY AFFAIRS:

During this year under review, the Consolidated Turnover of the Company was Rs 7330.15 Lakhs as compared to

Rs 6862.93 Lakhs for the Previous Year and the Standalone Turnover of the Company was Rs 6851.05 Lakhs as compared to Rs 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

Rs 437.93 as compared to Net Loss of Rs 485.87 Lakhs for the Previous Year. The Standalone Net Loss of Rs 169.91 Lakhs as compared to Rs 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

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 Rs 65,000 Crore (US$ 9.30 billion) from Rs 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 countrys GDP by 2025. Retail, hospitality and commercial real estate are also growing significantly, providing the much-needed infrastructure for Indias growing needs.

Indias 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.

Indias 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.

Indias 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 pandemics 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 regions 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 sectors momentum. The Union Budget 2025?€“26 allocated Rs 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 years 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 Rs 7,951, marking a 7.5% y-o-y increase and revenue per available room (RevPAR) rose to Rs 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 HTLs 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 Indias hospitality landscape.

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. Indias 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.

Indias 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 governments 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 ?€” UNWTOs 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 sectors 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 sectors 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 CBREs 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 Companys 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.

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 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).

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.

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.

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:

Conservation of energy:

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.

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

The Capital Investment on energy conservation equipments: NIL

Technology absorption:

The efforts made towards technology absorption : No technology ?€“ indigenous or foreign is ?€“ involved.

The benefits derived like product Improvement, : Not applicable

cost reduction, product Development or import substitution:

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)

The details of technology imported : Nil

The year of import : Not applicable

Whether the technology been fully Absorbed : Not applicable

If not fully absorbed, areas where absorption : Not applicable

has not taken place, and the reasons thereof;

the expenditure incurred on Research and : Nil

Development.

Foreign exchange earnings and outgo:

2024-25 2023-24

Foreign Currency Earnings/Inflow NIL NIL Foreign Currency Expenditure / Outflow NIL NIL

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 - Return.php .

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 FY 24-25	Remuneration in FY 23-24	% of remunera- tion in 2025 as compared to 2024	Ratio of remuneration to MRE
Yedaguri Rajeev Reddy	Chairman & Managing Director	12,50,000	0	100%	6.94 times
Yedaguri Siddharth Reddy	Vice-Chairman, JMD & CEO	9,50,000	0	100%	5.28 times
Yedaguri Varun Reddy	Vice-Chairman, JMD & COO	9,50,000	0	100%	5.28 times
Key Managerial Personnel other than Directors:
Morla Anjaneya Prasad	Chief Financial Officer	5,04,000	5,04,000	0%	2.80 times
Khushboo Agarwal J	Company Secretary	4,00,000	4,00,000	0%	2.22 times

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

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

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

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.

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

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

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.

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.

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.

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

Chairmans 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

Chairmans 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.

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 Rs 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.

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:

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

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;

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;

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

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;

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;

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 Companys business and the environment in which it operates. Operational updates are provided for them to have a good understanding of Companys 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 Companys Policy of conducting familiarisation program has been disclosed at the website of the Company at t /F

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.

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:

Term Loans from Saraswat Co-op Bank, Loan of Rs 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 Rs Nil (Previous Year Rs 2869.63 Lakhs)

Overdraft from Yes Bank Limited, Loan of Rs 2,020 Lakhs for Company Working Capital is secured against the Companys Fixed Deposits. The Outstanding Balance for the Current year is Rs 113.27 Lakhs (Previous Year

Rs 1,111.96). Further, the quarterly returns filed by the company with bank are in agreement with books of accounts.

Other Loans

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 Rs 271.65 Lakhs (Previous Year Rs 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.

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 arms 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 policies/7.pdf

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.

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.

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.

DETAILS OF SIGNIFICANT MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE:

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

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.

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:

Aquarian Realtors Private Limited

Bush Betta Holiday Ownership Wildlife Adventure Resort Private Limited

Bright Resorts Private Limited

Chanakyapuri Resorts Private Limited

Club Arzee Limited

Country Vacations International Limited

International Country Holidays Private Limited

Jade Resorts Private Limited*

J J Arts & Entertainments Private Limited

Kolet Resort Club Private Limited*

Maruti Waterpark and Entertainments Private Limited

Swami Vivekanand Training and Education Centre Private Limited

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, UAE*

Country Vacations International LLC, Oman*

Country Vacations International LLC, Abu Dhabi*

Country Vacations International W.L.L, Bahrain*

Country Club and Vacations WLL, Qatar*

Country Vacations International SDS BHD, Malaysia*

Country Club Limited, England*

Country Club Fitness LLC - Dubai*

Country Club Hotel - UAE*

Country Vacations International - Kenya*

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.

TYPES OF COMMITTEES :

The Company has 4 different Committees, they are:

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

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

Smt. Madhavi Thyagaraj, Member *

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.

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

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

Smt. Madhavi Thyagaraj, Member *

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.

STAKEHOLDERS RELATIONSHIP COMMITTEE

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

Name of the Member Category

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

Smt. Madhavi Thyagaraj, Member *

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.

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

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

Name of the Member Category

Smt. Mamatha Madhavi V Reddy, Chairperson

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

Smt. Priyanka Maniyar, Member *

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.

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.

STATEMENT PURSUANT TO LISTING AGREEMENT:

The Companys Equity shares are listed at

BSE Limited, Mumbai.

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.

DEPOSITORY SYSTEM:

Your Companys 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.

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 Rs 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.

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:

Sr. No Observations/ Remarks of the Practicing Company Secretary	Management Response
1. The Company is yet to file E-Form DPT-3 for the Financial Year 2023-24 as required under Rule 16 of Companies (Acceptance of Deposits) Rules, 2014 read with Section 73 & 74 of the Companies Act, 2013	The delay was inadvertent and the Company is in the process of filing the E-form DPT-3 at the earliest with additional fees.
2. The Company is unable to provide the copies of Minutes of the Board Meeting of its Subsidiaries for our verification and therefore, we cannot comment on compliance in terms of Section 128(1) read with applicable Secretarial Standards	The Management of the Company will provide the copies of Minutes of the Board Meeting of its unlisted Subsidiaries.
3. There were instances of delay in filing of various Statutory Forms such as (i) E-Form MGT-7 (Annual Return) for the Financial Year 2023-2024; (ii) E-Form DIR-12 for Resignation of Smt. Madhavi Thyagaraj (DIN: 10307245) as Independent Director; (iii) E- Form DIR-12 for Appointment of Smt. Priyanka Maniyar (DIN: 10650332) as an Additional (Independent) Director of the Company; (iv) E-Form DIR-12 for Change in Designation of Smt. Priyanka Maniyar (DIN: 10650332) as Independent Director; (v) E-Form MGT-14 for approval of Directors Report for the Financial Year 2023-2024; (vi) E-Form MGT-14 for Appointment of M/s. R & A Associates as Secretarial Auditors of the Company (vii) E-Form MGT-14 for the resolutions passed in 33rd Annual General Meeting of the Company (viii) E-Form MGT-14 for the resolutions passed in the Board Meeting held on 30th May, 2024 in pursuance to Sec 179(3) of the Act (ix) E- Form MGT-14 for the resolution passed by the Board for re- appointment of Sri Y. Siddharth Reddy (DIN: 00815456) as Vice-Chairman, JMD & CEO and Revision in Terms of Remuneration payable to Sri Y. Rajeev Reddy (DIN: 00115430) & Sri Y. Varun Reddy (DIN: 01905757) as a Chairman & Managing Director & JMD & Chief Operating Officer respectively (x) E-Form MGT-15 for filing Report on the 33rd Annual General Meeting of the Company with the concerned Registrar of Companies as prescribed under the Companies Act, 2013 and rules made thereunder	The delay was inadvertent and the Company is in the process of filing the same.

Sr. No Observations/ Remarks of the Practicing Company Secretary	Management Response
4. There was a delay of 1 day in advertisement of public notice of 33rd Annual General Meeting given to the shareholders in the newspapers and also the said public notice did not contain few statements regarding the manner of voting and other prescribed details as required under Section 108 read with Rule 20(4)(v) of the Companies (Management and Administration) Rules, 2014	The delay was inadvertent and the Company is in the process of filing the same.
5. The Company is yet to file its Financial Statements (Both Standalone & Consolidated) for the Financial Year 2023-24 with the Registrar of Companies in E-Form AOC-4 XBRL as required under Section 137 read with Rule 12 of the Companies (Accounts) Rules, 2014	The delay was inadvertent and the Company is in the process of filing the E-form AOC-4 XBRL (Both Standalone & Consolidated) at the earliest with additional fees.
6. The Company is yet to file E-Form MR-1 for the resolutions passed by the Board in their Meeting held on 08th September, 2024 for re-appointment of Sri Y. Siddharth Reddy (DIN: 00815456) as Vice-Chairman, JMD & CEO and Revision in Terms of Remuneration payable to Sri Y. Rajeev Reddy (DIN: 00115430) & Sri Y. Varun Reddy (DIN: 01905757) as a Chairman & Managing Director & Vice-Chairman, JMD & COO respectively as required under Section 117 (3) of the Companies Act, 2013	The delay was inadvertent and the Company is in the process of filing the E-form MR-1 for re-appointment of Sri Y. Siddharth Reddy (DIN: 00815456) and Revision in Terms of Remuneration payable to Sri Y. Rajeev Reddy (DIN: 00115430) & Sri Y. Varun Reddy (DIN: 01905757) respectively at the earliest with additional fees.
7. The documents relating to registration of Ms. Priyanka Maniyar on the Independent Directors Data Bank as Independent Director were not provided for our verification	The Management of the Company will provide the documents relating to registration of Ms. Priyanka Maniyar on the Independent Directors Data Bank as Independent Director.
8. During the reporting period, the Company has not filed Annual Performance Report (APR) and Foreign Liabilities and Assets (FLA) Return for the Financial Year 2023-24 as required to be filed with RBI in accordance with RBI\u2019s FEMA Regulations on Overseas Direct Investment as amended from time to time	The Management of the Company has acknowledged the delay and ensured to comply the same henceforth.
9. There was delay in payment of Annual Listing Fees to both the Stock Exchanges i.e. National Stock Exchange (NSE) & Bombay Stock Exchange (BSE) as required under Regulation 14 of SEBI (LODR) Regulations	The Management of the Company has acknowledged the delay and ensured to comply the same henceforth.
10. There were instances where the Board has not periodically reviewed the Compliance Reports pertaining to all laws applicable to the listed entity and did not took any adequate steps to rectify instances of non-compliances as required under Regulation 17(3) of the SEBI (LODR) Regulations, 2015	The Management of the Company has acknowledged the Non-compliance and Confirmed that the Board shall periodically reviewed the Compliance Reports pertaining to all laws applicable to the listed entity and will take adequate steps to rectify the instances of non-compliances.
11. There was a delay of 18 days in submission of Integrated Filing-Governance for the quarter ended 31st December, 2024 as required under Regulation 13(3) and Regulation 27(2)(a) of	The Management of the Company has acknowledged the delay for the quarter ended 31st December, 2024, since Company has filed the Corporate Governance Report

Sr. No Observations/ Remarks of the Practicing Company Secretary	Management Response
SEBI (LODR) Regulations, 2015 read with SEBI Circular No. SEBI/HO/CFD /CFD-PoD2/CIR/P/2024/185 dated 31 st December, 2024	in time and was of thought that Integrated Filing-Governance need not be filed as it is duplication of the Filings.
12. The Company is unable to provide the copies of Minutes of the Board Meeting of its unlisted Subsidiaries for our verification; therefore, we cannot comment on compliance with Regulation 24(3) SEBI (LODR) Regulations	The Management of the Company will provide the copies of Minutes of the Board Meeting of its unlisted Subsidiaries.
13. There was a delay of 15 days in submission of the pdf copy of Secretarial Compliance Report to BSE for the Financial Year ended 31st March, 2024. However, the XBRL of Secretarial Compliance Report was filed within the due date to BSE	The Management of the Company has acknowledged the delay and ensured to comply the same henceforth.
14. Letter of Resignation of Ms. Madhavi Thyagaraj as Independent Director was not submitted to both the Stock Exchanges as required under Reg 30 read with sub-para 7B of Para A of Part A of Schedule-III and SEBI Circular no. SEBI/ HO/CFD/ CFDPoD1/P/CIR/2023/123 dated July 13, 2023	The Management of the Company has acknowledged the delay and ensured to comply the same henceforth.
15. There was a delay of 18 days in submission of Integrated Filing-Finance for the quarter ended 31st December, 2024 as required under Regulation 23(9), 32(1), 30 read with Section V-B of the Master Circular, Reg 33(3) of SEBI (LODR) Regulations, 2015 read with SEBI Circular No. SEBI/HO/CFD / CFD-PoD2/CIR/P/2024/185 dated 31st December, 2024	The Management of the Company has acknowledged the delay for the quarter ended 31st December, 2024, since Company has filed the Unaudited Financial Results in time and was of thought that Integrated Filing- Finance need not be filed as it is duplication of the Filings.
16. There was a delay of 10 days in submission of Certificate from Practicing Company Secretary for the Financial year ended 31st March, 2024 to both Stock Exchanges as required under Regulation 40(9) & (10) of SEBI (LODR) Regulations	The Management of the Company has acknowledged the delay and ensured to comply the same henceforth.
17. Delay of 1 day in advertisement of notices of 33rd AGM given to shareholders in the newspaper as required under Reg 47(1)(d) and (3) of SEBI (LODR) Regulations, 2015	The Management of the Company has acknowledged the delay and ensured to comply the same henceforth.
18. The Company do not have adequate system of maintaining the Structured Digital database as required under Regulation 3(5) & 3(6) of SEBI (Prohibition of Insider Trading) Regulations, 2015.	The Management of the Company has acknowledged the non-compliance and ensured to enter into contract with SDD Service Provider at the earliest.

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.

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.

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.

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.

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.

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 Companys website at .

MATERIAL DEVELOPMENTS IN HUMAN RESOURCE:

Given the highly specialized nature of the Companys business and the large number of locations where it operates, attracting and nurturing the right talent is at the core of your Companys 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 Companys

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.

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.

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.

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.

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 Companys 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 DATE : 08-09-2025	Y. SIDDHARTH REDDY VICE-CHAIRMAN, JMD & CEO	Y. VARUN REDDY VICE-CHAIRMAN, JMD & COO
	DIN: 00815456	DIN: 01905757