DIRECTORS' REPORT

Consolidated Performance Highlights

Your Company’s consolidated total income (including
other income) increased to H 3,116.06 Crores for FY 2026
as compared to H 2,909.81 Crores in FY 2025, reflecting
a growth of ~ 7.09% YoY. Consolidated Profit Before Tax
("PBT") stood at H 138.66 Crores for FY 2026 as compared
to H 192.53 Crores in FY 2025, registering a decline of
~ 27.98%% YoY. Consolidated Profit After Tax (" PAT") stood
at H 67.00 Crores for FY 2026 as compared to H 125.95
Crores in FY 2025, marking a decrease of ~ 46.80% YoY. The
consolidated performance reflected a decline in profit,
largely attributable to subdued international operations
impacted by geopolitical headwinds, a slowdown in the
Finnish economy and adverse weather conditions during
the year.

Material changes from the end of the financial
year till the date of this report

No material changes and commitments have occurred
after the closure of the Financial year 2025-26 till the date
of this report, which would affect the financial position of
the Company.

Transfer to Reserves

During the year under review, the Board of Directors of
your Company has decided not to transfer any amount
to the General Reserves of the Company. An amount of
H 4.55 Crores is proposed to be retained in the Profit and
Loss Account of the Company.

Dividend

Your Company had changed its revenue recognition
policy in accordance with IND AS 115 during FY 2019.
Consequently, the Deferred Revenue and Deferred Costs
had to be recomputed and has been stated as Transition
Difference. Your Company is profitable and has healthy
cash flows and has declared dividends every year from
2006 till 2018. Your Company has sought clarification
from Ministry of Corporate Affairs (“MCA”) that, this
Transition Difference should not be considered for the
purpose of declaration of dividend under the provisions
of Section 123(1) of the Companies Act, 2013 (“the Act”).
The declaration of dividend, if any, shall be subject to
receipt of clarification from MCA.

Unclaimed dividend transferred to Investor Education
and Protection Fund

In terms of the provisions of Sections 124 and 125 of the
Companies Act, 2013 (“the Act”) read with the Investor
Education and Protection Fund Authority (Accounting,
Audit, Transfer and Refund) Rules, 2016, during the year
under review, your Company has transferred an amount
of H 1,04,684 being the unclaimed dividend for FY 2018 to
the Investor Education and Protection Fund (“IEPF”). Your
Company has not declared any dividend since FY 2019
for the reasons mentioned in the para above. Accordingly,
there is no unclaimed dividend lying with the Company
which is required to be transferred to IEPF.

Dividend Distribution Policy

In compliance with Regulation 43A of the Securities
and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015, the
Company has formulated a Dividend Distribution Policy,
setting out criteria and circumstances to be considered
by the Board while recommending dividend to the
Shareholders of the Company. The Dividend Distribution
Policy of the Company is annexed herewith as
‘Annexure I’ and is also available on the Company’s
website at:https://www.clubmahindra.com/storage/app/
media/policv/dividend-distribution-policv1.pdf.

Operations

Your Company has created a unique and sustainable
business model. It has established itself as a market
leader in the family holiday segment in India and is the
largest vacation ownership company globally outside the
United States.

Your Company enjoys strong brand equity and is
positioned as a provider of quality vacation experiences
for families. Leveraging this strength, your Company has
articulated its strategy and aspiration to become India’s
#1 Leisure Hospitality Company. It aims to address the
broader and growing hospitality landscape in the country.
In line with this aspiration, your Company has identified
two key growth drivers: scaling the core business to
deliver enhanced guest experiences and building new
capabilities through entry into luxury leisure hospitality
with Mahindra Signature Resorts.

During the year under review, this strategy was supported
by strong financial and operational performance. The
year was defined by the launch of Keystone, the most
significant product overhaul in the Company’s history.
At the same time, your Company expanded its inventory
portfolio and remains on track to achieve 10,000 keys by
FY 2030. With a focus on enhancing guest experience,
your Company exited certain resorts based on customer
feedback, curated differentiated experiences and
integrated AI and technology across multiple touchpoints.

Keystone Launch - Membership Portfolio
Revamp

Towards the end of Q3 FY 2026, your Company launched
Keystone, replacing the legacy membership construct
with a simplified suite of 5/10/15/20-year tenure plans.
Each plan is built around a season-mix framework—
Off-Peak (Jade), Peak (Ivory) and Super-Peak (Ebony)—
providing members with greater flexibility in planning
their holidays.

The redesign also rationalised the number of SKUs,
making the portfolio easier for sales teams to position
and simpler for members to understand. The launch was
well received in the market, with early indicators being
encouraging. A number of existing members chose to
upgrade to Keystone plans during Q4 FY 2026, signalling
strong product resonance. Referral-led sales have also
started picking up as awareness spreads, contributing to
higher sales while supporting improved acquisition costs.

Inventory Expansion

During the year, your Company added approximately
900 gross keys through the launch of seven new resorts
and the expansion of five existing resorts, taking total
inventory to 6,228 rooms as of 31^st March 2026. Your
Company currently has three ongoing projects and has
initiated development of five additional resorts during
the year.

Together with Holiday Club Resorts Oy (“HCR”), comprising
35 resorts and other affiliations, Club Mahindra members
now have access to 125 resorts across India, Asia
and Europe.

Resort Transformation

Your Company has initiated a comprehensive, multi-year
upgrade of its existing resorts. This initiative has already
transformed nearly 100 keys and will be extended to an
additional 300 keys next year. At the same time, acting
on guest feedback, your Company exited approximately
500 keys.

These exits reflect a deliberate shift towards higher-quality
resorts that provide differentiated guest experiences.
Properties that no longer met brand standards or
consistently received adverse customer feedback were
phased out.

Guest Experience

Delivering an exceptional guest experience continues
to be a top priority. Your Company has leveraged AI
and technology by deploying a sophisticated suite of
intelligent interventions across the customer lifecycle.
Examples include a digital platform for consistent sales
presentations, a booking recommendation engine,
paperless check-in procedures and an integrated system
for capturing customer feedback.

Furthermore, your Company has expanded in-resort
offerings by introducing more engaging and curated
experiences for different guest segments. From heritage
walks and bread-making workshops to private yacht
outings and bonfire evenings, these initiatives aim to
encourage deeper engagement with each destination.

Your Company has also developed a digital platform that
allows members to browse, book and pay for experiences
prior to arrival at the resort.

Key Priorities for FY 2027

For the year ahead, your Company’s focus will be on four
key priorities:

o Accelerating Keystone sales

o Increasing quality-focused inventory addition

o Curated & engaging experiences across resorts

o Leverage AI and technology across workflows to
enhance both guest experience and operational
efficiency

Other Developments upto date of this
Report

Mahindra Signature Resorts

The Board of your Company has approved entering into
‘Leisure Hospitality’ as a new line of business which shall
be carried out through a wholly owned subsidiary of the
Company viz. Mahindra Hotels and Residences India
Limited under the brand name ‘Mahindra Signature
Resorts’. Your Management believes that entry into
leisure hospitality business will add scale and diversity to
the existing business portfolio and will help us attract fast
growing categories and customers in the overall tourism
sector. The resorts under this brand will be designed for
families who enjoy immersive experiences delivered with
a sense of sophistication. The Company targets scaling
this brand to 2,000 keys by FY 2030.

Acquisition of a Company

The Board of Directors of your Company has approved
acquisition of 100% stake in Aditatva Estates Private
Limited ("Aditatva") which is engaged in coffee
plantation business on a ~50 acre land parcel located
in Chikmagalur, Karnataka. Your Company intends to
leverage the acquisition for expanding its leisure resorts
business. The transaction involves execution of Share
Purchase Agreement (“SPA”) for acquisition of 100% stake

As on 31^st March 2026, none of the directors of the
Company hold instruments convertible into equity shares
of the Company. Details of ESOPs granted to Mr. Manoj
Bhat is given in the Corporate Governance Report forming
part of this Integrated Annual Report.

Management Discussion and Analysis

In accordance with the applicable provisions of SEBI
(Listing Obligations and Disclosure Requirements)

in Aditatva and is subject to fulfilment of the conditions
precedent set out in SPA. Post acquisition of 100% equity
stake, Aditatva will become a wholly owned subsidiary of
the Company.

Change in the Nature of Business

During the year under review, there has been no change
in the nature of business and operations of the Company.

Credit Rating

Your Company has been rated by India Ratings and
Research Private Limited (“India Ratings”) which has
affirmed its existing rating on bank loan facilities (long
term/short term) as ‘IND AA-/IND A1 ’ with a stable
outlook. The said ratings indicate adequate degree of
safety regarding timely servicing of financial obligations.

Share Capital

During the year under review, the Company has allotted
26,429 equity shares of face value H 10 each to the eligible
employees, pursuant to exercise of stock options granted
under the Company’s Employee Stock Option Scheme.
Consequent to the aforesaid allotments, the issued,
subscribed and paid-up share capital of the Company as on
31^st March 2026 stood at H 2,02,04,34,020 divided into
20,20,43,402 Equity Shares of face value H 10 each.

Regulations, 2015, a detailed analysis of the Company’s
operational & financial performance, risk & opportunities
available to the Company and the steps taken by the
Company in key functional areas such as inventory
expansion, resort operations, member experience,
digital initiatives, sustainability, business excellence,
human resources and corporate social responsibility are
separately discussed in the Management Discussion and
Analysis, which forms part of this Report.

Corporate Governance

Your Company upholds highest standards of integrity,
transparency, professionalism, business ethics and
accountability. The Company’s corporate governance
practices reflect its value system encompassing its
culture, policies and relationships with its stakeholders.
Your Company ensures adherence to the moral and
ethical values, legal and regulatory framework and
adoption of good practices beyond the realms of law.

A Report on Corporate Governance along with a certificate
from M/s. M Siroya and Company, Company Secretaries,
certifying the compliance with the conditions of
Corporate Governance as stipulated under Schedule V
of the SEBI (Listing Obligations and Disclosure
Requirements Regulations), 2015 forms part of this
Report.

Ethics Framework

Your Company’s ethics and governance framework is
built on well-defined policies and procedures, including
the Anti-Bribery & Anti-Corruption Policy, Gifts &
Entertainment Policy, Prevention of Sexual Harassment
at Workplace Policy (“POSH”) and Whistle Blower Policy,
all aimed at ensuring strong and effective corporate
governance.

The Company’s Code of Conduct (‘’the Code’’)
encapsulates the values and principles that guide every
aspect of our business. Through regular communication
and trainings, the Company reinforces integrity and
ethical behaviour, enabling employees to make the right
choices in their daily work.

The Business Ethics & Governance Committee (“BEGC”)
consisting of senior officials of the Company, has
institutionalised weekly meetings to review the reported
cases, ensuring timely and comprehensive redressal.
Learnings from these cases are used to strengthen
ethics related practices across the organisation. The Audit
Committee periodically reviews the status of complaints
received under the Code and Whistle Blower Policy.
The above practice ensures that the areas of Ethics &
Governance framework are executed effectively and the
decisions on substantiated cases are taken in a fair, just
and consistent manner across business. Additionally, an

annual declaration on compliance with the Code is also
obtained from the employees.

To ensure accessibility and awareness, quarterly sessions
are conducted for all the employees, incorporating real
case studies to deepen understanding and application
of policies. All new joiners are also oriented on the ethics
policies as part of their induction programme. Ethics
Counsellors are present across offices to provide guidance
and support to the employees on ethics related matters.
Additionally, a Learning Management System has been
implemented to host policies and enable employees to
access training and learning related materials anytime
and anywhere.

These initiatives collectively underscore our commitment
towards cultivating a culture of integrity, transparency
and accountability across the organisation.

The Code of Conduct and the other related policies are
available on the Company’s website and can be accessed
at the web-link:https://www.clubmahindra.com/
investors/investor-information/policies.

Investor Relations

During the year under review, the Company engaged
with a diverse group of investors and analysts, through
a combination of one-on-one and group interactions.
Your Company also participated in several domestic
conferences hosted by reputed brokerage houses. The
use of virtual platforms, including conference calls and
video conferencing, enabled the Company to reach a
broader investor base.

Your Company conducts quarterly and annual earnings
calls via structured conference calls and/or web-based
platforms, with details made publicly available on its
website and the stock exchanges. Investor presentations,
along with transcripts and audio/video recordings of
such earnings calls and interactions, are uploaded on the
Company’s website within the prescribed timelines. This
ensures equitable and timely dissemination of information
to the investor community and all stakeholders.

During these meetings/earnings calls, the interactions
are based on the information that is generally available
in the public domain in a non-discriminatory manner.
No unpublished price sensitive information (“UPSI”) is

disclosed during such meetings. All investor engagements
are conducted in compliance with applicable regulatory
requirements relating to fair disclosure and prevention of
insider trading.

Consolidated Financial Statements

The Consolidated Financial Statements of the Company
and its subsidiaries, associates and joint venture
companies prepared in accordance with the provisions
of the Companies Act, 2013 (“Act”) and the applicable
Indian Accounting Standards ("IND AS") along with all
relevant documents and the Auditors’ Report, forms part
of this Annual Report.

For the purpose of preparation of the Consolidated
Audited Financial Statements of the Company for
FY 2026, the latest audited financial statements of its
subsidiaries, associate companies and joint venture
companies, as categorised under IND AS, are considered.

In accordance with Section 136(1) of the Act, the
Standalone and Consolidated Financial Statements of
the Company along with the relevant documents and
the financial statement of each of the subsidiaries are
available on the Company’s website and can be accessed
athttps://www.clubmahindra.com/investors/financials.

Subsidiaries, Joint Venture and Associate
companies

A report on the performance and financial position of
each of the Company’s subsidiaries, associate and joint
venture companies is included in the Consolidated
Financial Statements of the Company and the salient
feature of their financial statements and their contribution
to the overall performance of the Company as required
under Section 129(3) of the Act read with relevant rules
of the Companies (Accounts) Rules, 2014 is provided in
Form AOC-1, which is annexed as ‘Annexure A’ to the
Consolidated Financial Statements and forms part of this
Annual Report.

Arabian Dreams Hotel Apartment LLC, Dubai ("ADHA")
is a joint venture Company as per the provisions of the
Act and in terms of provisions of IND AS Arabian Dreams
has been considered as a subsidiary, effective financial
year 2016-17.

As on the date of this report, your Company has 20
subsidiaries (including 12 indirect subsidiaries), 2 joint
venture companies (1 indirect) and 2 associate companies
(1 indirect).

Material Subsidiary

Regulation 16 of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015
(“Listing Regulations”) defines a “material subsidiary” to
mean a subsidiary, whose turnover or net worth exceeds
ten percent of the consolidated turnover or net worth
respectively, of the listed entity and its subsidiaries in the
immediately preceding accounting year.

Accordingly, Holiday Club Resorts OY, was a material
subsidiary, of your Company for FY 2026.

The Policy for determining material subsidiaries was
amended on 27^th April 2026 to, inter-alia, align the
relevant criteria for determining material subsidiary of
the Company. The above mentioned Policy as approved
by the Board may be accessed on the Company’s website
at:https://www.clubmahindra.com/storage/app/media/
Corporate%20Documents/MHRIL Policv%20for%20
determining%20material%20subsidairy%2028^th%20
April.pdf

Operational and performance highlights of the
Company’s Subsidiary/Joint venture/Associate
Companies for FY 2026 are given hereunder

Domestic Subsidiaries

Gables Promoters Private Limited (“Gables”), is a wholly
owned subsidiary of the Company. Gables operates three
resort properties at Naldehra and Janjehli in Himachal
Pradesh and Danish Villa in Ooty, Tamil Nadu. Your
Company avails rooms in the resort properties of Gables
for its guests and vacation ownership members.

Mahindra Hotels and Residences India Limited (“MHARIL”)
is a wholly owned subsidiary of the Company. MHARIL
operates a resort property in Jaipur, Rajasthan. Your
Company avails rooms in the resort properties of MHARIL
for its guests and vacation ownership members. The
Board of Directors of your Company approved entry into
the leisure hospitality business to be carried out through
MHARIL under the brand name of Mahindra Signature
Resorts, this decision was also approved by the MHARIL’s

Board of Directors on 19^th November 2025, thereby
marking MHARIL’s entry into Leisure Hospitality segment.

Guestline Hospitality Management and Developement
Services Limited is a non-operative subsidiary company
and generates income from investments.

Mahindra Holidays & Resorts Harihareshwar Limited
(“MHRHL”) is a wholly owned subsidiary of the Company.
MHRHL had entered into a Public Private Partnership
(“PPP”) contract with Maharashtra Government to
operate a resort in Harihareshwar.

Foreign Subsidiaries

Heritage Bird (M) Sdn. Bhd, Malaysia (“Heritage Bird”) is a
wholly owned subsidiary of the Company. Heritage Bird’s
principal activities are holding investments and leasing
properties. Heritage Bird has rooms/units in apartment
property in Kuala Lumpur, Malaysia.

MH Boutique Hospitality Limited, Thailand (“MH
Boutique”), in which your Company holds 49% equity
stake, is a subsidiary of the Company by virtue of control
on the composition of the Board of MH Boutique and it
mainly holds investments in Infinity Hospitality Group
Company Limited, Thailand (“Infinity”).

Infinity is a subsidiary company of MH Boutique and by
virtue of the same is also a subsidiary of the Company.
Infinity owns and operates a hotel/apartment property
in Bangkok, Thailand. Your Company avails rooms in
the hotel property of Infinity for usage of its guests and
vacation ownership members.

MHR Holdings (Mauritius) Limited (“MHR Holdings”) is a
wholly owned subsidiary of the Company. The principal
activity of MHR Holdings is to hold investments. Currently,
it holds investments in Covington S.a.r.l. (“Covington”).

Covington is a wholly owned subsidiary of MHR Holdings
and in turn a subsidiary of your Company. The principal
activity of Covington is to hold investments. As on
31^st March 2026, Covington holds 100% stake in Holiday
Club Resorts Oy (“HCRO”).

HCRO is a subsidiary of Covington, which in turn is a
wholly owned subsidiary of MHR Holdings, which in turn
is a wholly owned subsidiary of the Company. HCRO is

the largest operator of leisure hotels in Finland and the
largest vacation ownership company in Europe. As of
31^st March 2026, HCRO has 35 resorts and apartments
of which 28 are located in Finland, 1 in Sweden and 6
in Spain. During the year under review, the total income
decreased marginally from € 138.16 million in 2024-25 to
€ 137.14 million in 2025-26. Earnings before interest, tax,
depreciation and amortisation (“EBITDA”) has decreased
from € 4.41 million in 2024-25 to € (1.23) million in
FY 2026. Overall, HCRO recorded a Profit Before Tax and
Profit After Tax of (€ 8.09) million and (€ 6.79) million
respectively, for FY 2026. During the year under review,
the Finnish Economy’s growth forecast has been revised
downwards on account of the ongoing Russia-Ukraine
conflict and rising inflationary pressures. Consumer
confidence remained low but gradually improved during
the year, with inflation & energy prices coming off from
their peak levels. HCRO has implemented several actions
to improve its efficiency and adapt the cost base to the
changing market conditions.

ADHA is a Joint Venture company as per the Act and
Subsidiary company as per IND AS. ADHA operates
a hotel property in Dubai (UAE), taken on lease basis.
Your Company availed rooms/apartments in the hotel
property of ADHA for members and guests. The lease
arrangement with ADHA expired in February 2026 and
the said lease was not renewed by your Company, as there
was no future plan to operate a property in Dubai through
lease arrangement. Your Company has recently entered
into inventory arrangement for hotel properties in Dubai.
Accordingly, the Board of Directors at its meeting held on
29^th January 2026, accorded its approval for voluntary
liquidation of ADHA. Liquidation of ADHA is subject to
necessary approvals from Department of Economy &
Tourism, Government of UAE.

Associate Companies

Great Rocksport Private Limited (“Rocksport”) is
engaged, inter-alia, in the business of undertaking
and providing outdoor entertainment, adventure
programmes, educational adventure tours and retailing
of branded adventure products in India. Rocksport is an
associate of your Company & Kiinteisto Oy Seniori-Saimaa
is an associate of HCRO and consequently, associate of
your Company.

Joint Venture Company

Tropiikin Rantasauna Oy is a Joint Venture company (“JV”)
of HCRO and consequently, JV of your Company. ADHA
a Joint Venture company as per the Act and subsidiary
company as per IND AS is currently under voluntary
liquidation.

Changes in Subsidiaries, Joint Venture or
Associate Companies during the year

During the year under review, HCRO incorporated in
Finland, which in turn is a wholly owned subsidiary of
Covington, which in turn is a wholly owned subsidiary of
MHR Holdings, which in turn is a wholly owned subsidiary
of the Company, had executed a Share Purchase
Agreement (“SPA”) with shareholders of Keskinainen
Kiinteisto Oy Salla Star, Finland ("KKOSS") to acquire 100%
stake in KKOSS. Subsequently, KKOSS became a wholly
owned subsidiary of HCRO, Covington, MHR Holdings and
that of the Company effective 3^rd July 2025.

Digital Initiatives

Information Technology continues to serve as a critical
strategic enabler, driving sustainable competitive
advantage and strengthening overall business
performance. It plays a pivotal role in supporting
growth, enhancing operational efficiency and improving
customer experience. The Company’s ongoing
investments in modern IT capabilities have yielded
significant results across key value chains, enabling
innovation, agility and value creation.

Customer acquisition has been strengthened through
the implementation of a modern Salesforce-based
Lead Management System ("LMS") and the launch
of the innovative Keystone product. Initiatives aimed
at enhancing guest service excellence such as the
introduction of a new dialer platform and a comprehensive
Customer 360 view have significantly improved
engagement and responsiveness. Additionally, resort
operations have benefitted from increased efficiency
through the digitalisation of guest services, feedback
management and table-ordering systems, leading
to enhanced operational effectiveness and improved
guest satisfaction.

To remain future-ready, the Company continues to
advance its technology ecosystem by building a resilient,
scalable and modern IT foundation. This transformation
includes transition from VM-based environments to
Kubernetes-enabled containerised platforms supported
by API gateways, alongside the migration of critical
systems to state-of-the-art data centres with greater cloud
adoption. The Company is also leveraging ERP-driven
solutions to enhance compliance, streamline processes,
strengthen ESG reporting and optimise productivity.
Collectively, these initiatives have enabled application
and technology consolidation, reinforced IT resilience and
delivered a seamless, unified view of customers across
the enterprise.

Loans and Advances

During the year under review, your Company has not
given any loans and advances in the nature of loans to
its Directors or subsidiaries or associate or to firms/
companies in which Directors are interested and no such
transactions were outstanding during the year.

Disclosure on transaction with Mahindra and Mahindra
Limited (Promoter) holding 66.74% stake in the Company,
as on 31^st March 2026 and other Promoter Group
Companies, is provided in note no. 52 of the Audited
Standalone Financial Statements for the year ended
31^st March 2026.

Particulars of Loans, Guarantees and
Investments in Securities

Your Company is engaged in the activity covered
under Schedule VI of the Companies Act, 2013 (“Act”);
accordingly, the provisions of Section 186 of the Act
relating to loans given, investments made, guarantees
given or securities provided are not applicable to the
Company. However, the details of such loans and
guarantees given to/on behalf of subsidiary companies
are provided in note nos. 9, 10 and 52 to the Standalone
Financial Statements. These loans and guarantees given
are proposed to be utilised by the respective recipients
for their business purposes. Particulars of investments
made by your Company are provided in the Standalone

Financial Statements at note nos. 7 and 16, forming part
of this Integrated Annual Report.

The particulars of loans/advances etc., required to be
disclosed pursuant to Para A of Schedule V of the SEBI
(Listing Obligations and Disclosure Requirements)
Regulations, 2015 are provided in ‘Annexure II’ to this
report.

Deposits

Your Company has not accepted any deposits from public
or its employees and as such no amount on account of
principal or interest on deposit were outstanding as of
the Balance Sheet date.

Achievements

During the year under review, the Company’s resorts
received various recognition across service quality,
sustainability, food safety and operational excellence as
set out hereunder:

o 25 resorts were awarded RCI Gold Crown/Silver
Crown Awards

o 15 resorts received TripAdvisor Travellers’ Choice
Awards

o Club Mahindra Agra was recognised as Best Hotel in
Agra under Hospitality Sector

o Club Mahindra Varca was recognised as Debutant
restaurant of the year

o Club Mahindra Kanha was awarded Spirit of excellence
award

o 33 resorts were awarded with IGBC Platinum
Certifications.

Employees’ Stock Options

With a view to reward employee performance, fostering
a culture of ownership and attracting, motivating and
retaining talent in line with the Company’s growth, your
Company has adopted Mahindra Holidays & Resorts
India Limited Employees’ Stock Option Scheme 2006’

("MHRIL ESOS 2006”), ‘Mahindra Holidays & Resorts
India Limited Employees’ Stock Option Scheme 2014’
("MHRIL ESOS 2014”) and ‘Mahindra Holidays & Resorts
India Limited Employees’ Stock Option Scheme 2020’
("MHRIL ESOS 2020”). The aforesaid schemes have been
approved by the shareholders and are in compliance with
the Securities and Exchange Board of India (Share Based
Employee Benefits and Sweat Equity Regulations), 2021
("SBEBSE Regulations”). All the balance shares available
under MHRIL ESOS 2006 together with any other shares
represented by Options that may lapse for any reason
thereat, were/will be considered for issuing/granting
Options to the Employees pursuant to the provisions
under MHRIL ESOS 2014. There were no amendments
to the aforesaid schemes during the year under review.

During the year under review, 2,24,844 Options were
granted under the MHRIL ESOS 2020 by the Nomination
and Remuneration Committee ("NRC”) to the eligible
employees. No options were granted under MHRIL ESOS
2006 and MHRIL ESOS 2014 Schemes during the year.
Your Company does not have any scheme to fund its
employees to purchase the shares of the Company.

A Certificate from M/s. Siroya and BA Associates, Company
Secretaries, Secretarial Auditor of the Company for
FY2026, certifying that the Company’s above mentioned
Schemes have been implemented in accordance with
the SBEBSE Regulations and the resolution passed by the
shareholders, would be made available for inspection by
the shareholders through electronic mode at the Annual
General Meeting scheduled to be held on 22^nd July 2026.

The applicable disclosures as stipulated under Regulation
14 read with Part F of Schedule I of SBEBSE Regulations
for the year ended 31^st March 2026, are available on the
Company’s website at:https://www.clubmahindra.com/
investors/financials.

In terms of regulation 46(2)(za) of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations,
2015, the Company has uploaded MHRIL ESOS 2014
and MHRIL ESOS 2020 schemes on its website and the
same can be accessed athttps://www.clubmahindra.
com/investors/investor-information/disclosures-under-
regulation.

Sustainability

In a world where sustainable travel is rapidly becoming
the need of the hour, your Company is setting an
inspiring benchmark for the hospitality industry with its
unwavering commitment to planet-positive practices.
As one of India’s leading vacation ownership brands,
your Company not only delivers memorable holidays
to families but also does so with a deep-rooted sense of
responsibility towards the environment.

At the heart of this green transformation is championing
a comprehensive, planet-focused strategy to integrate
sustainability into every aspect of resort operations.
This includes a strategic roadmap to make Company’s
network of resorts planet positive by FY 2030: a bold and
commendable goal that puts the brand ahead of the
curve in sustainable hospitality.

A Planet-Positive Vision for 2030
Our Commitments

o We are India’s first hospitality company to join the
Global campaign for RE100 and EP100

o These initiatives are aligned with the core principles
of Mahindra ‘RISE’ & Planet Positive Strategic
Framework

Long before sustainability became a buzzword in the
hospitality industry, your Company was already laying
the groundwork for a greener tomorrow. The brand
developed its Planet Positive Strategy; a comprehensive
roadmap aimed at achieving sustainable excellence
across all its resorts by FY 2030. This roadmap is not just
aspirational; it’s action-oriented, with tangible goals,
measurable outcomes and deep integration into the
day-to-day operations of every resort.

This strategy is guided by the belief that hospitality
businesses have the power to make either a positive
or negative impact when they enter new destinations,
particularly in remote areas. The intent of the Company
is to act as a destination ambassador, showcasing the
local culture, architecture, cuisine and traditions while
ensuring the impact on the areas ecological footprint
remains minimal. Your Company also continues to lead
on ESG reporting and disclosure and has done detailed

ESG disclosure under S&P Global Corporate Sustainability
Assessment (CSA).

India’s First Triple Net-Zero Hospitality Brand

A defining milestone in the Company’s sustainability
journey is its recognition as India's first hospitality
Company @Club Mahindra Resort, Madikeri, Coorg to
achieve the Triple Net-Zero Rating: covering Net-Zero
Energy, Net-Zero Water and Zero Waste to Landfill. This
pioneering status reflects years of persistent effort and
innovation.

o Net-Zero Energy: Energy transition and efficiency
through Solar installations, LED lighting, motion
sensors and green energy initiatives, resorts
significantly reduce energy consumption.

o Net-Zero Waste: Waste is responsibly segregated,
reused, recycled or composted to ensure minimal
environmental harm.

o Net-Zero Water: Water conservation is deeply
embedded in operations, through rainwater
harvesting systems, water efficient low-flow fixtures
and wastewater recycling practices for non-potable
use like landscaping etc.

Towards 100% Single Use Plastic-Free Resorts

In line with its vision, your Company has transitioned
to single-use plastics free resorts across its managed
properties. Guests will no longer find plastic PET
bottles in rooms or dining areas. Instead, 100% branded
mineral water elegantly designed glass bottles have
been introduced, showcasing a balance between style,
sustainability and hygiene.

The removal of single-use plastic is not just an
environmental win; it also aligns with the global trend of
conscious consumption, resonating deeply with modern
travellers who seek responsible comfort.

Sustainable operations across departments

o What makes Resorts of the Company truly stand
out is its holistic integration of sustainable practices
across all departments. From housekeeping to food
& beverage; engineering to procurement, every team
plays a crucial role in delivering green hospitality.

Strategic capital expenditure to tune of forty-eight
crore rupees has been directed towards enhancing
sustainability across Resorts.

o Eco-Friendly Guest Amenities: Housekeeping
teams have replaced single-use plastics with refillable
dispensers, bamboo toothbrushes and eco-friendly
toiletries.

o Sustainable Dining: In F&B, local cuisine takes
centre stage, while energy-efficient buffet designs
and sustainable crockery further reduce the carbon
footprint. Creating partnerships with local farmers,
to reduce transport, as well as growing their own
produce within the resorts.

o Energy Innovation: Engineering departments
are actively involved in energy conservation. Your
Company has invested in 14.75 megawatts of
solar energy installations across 37 of its resorts,
significantly reducing its reliance on non-renewable
sources.

o Smart Design Choices: Thoughtful features such
as balcony sensors that automatically switch off air
conditioning help conserve energy without affecting
guest comfort.

o Electric Vehicles: Your Company is moving its fleet
of both guest and commercial vehicles to the latest
EVs and all its resorts have dedicated EV parking &
charging stations.

IGBC Green Resorts Certification

Your Company’s vernacular architectural design
excellence has earned it prestigious recognition from the
Indian Green Building Council ("IGBC"). Out of the current
39 resorts certified as Green Resorts, 33 have received
Platinum Certification, the highest rating awarded
representing Global Leadership.

A green resort is one which conserves natural resources,
uses less water, optimises energy efficiency, enhanced
biodiversity, enhanced indoor environmental quality,
guest comfort & delight, generates less waste, provides

healthier spaces, addresses heat island effect and
contributes to local economy.

Health and well-being of guests is the most important
aspect of IGBC Green Resorts rating system. The rating
system ensures comfort, adequate ventilation, daylight
and eco-friendly guest amenities.

IGBC Green Resorts rating system addresses green
features under the following categories. This certification
is not merely symbolic. It represents excellence in multiple
dimensions:

o Guest Experience

o Resort Design and Architecture

o Sustainable Landscape

o Energy-Efficient Design

o Water Conservation Measures

o Waste Management Systems

o Local Community Engagement

o Innovation & Design

Each resort is carefully crafted to enhance the surrounding
environment and support the local ecosystem. For
guests, this means every vacation also becomes a step
towards a greener planet.

Preserving Biodiversity and practising
responsible destination stewardship

Embracing our role as responsible stewards of the
environment, is committed to preserving the biodiversity
and unique habitats of the surrounding ecosystems, local
flora, fauna and natural resources where our resorts are
located. CII-IBBI, Confederation of Indian Industries -
India Business and Biodiversity Initiative have developed
Case Studies on Biodiversity Initiatives at our resorts in
Madikeri and Gir.

Business Responsibility and Sustainability
Report

Your Company regularly carries out several initiatives
that contribute to the sustainability and well-being
of the environment and the communities in which it
operates. Your Company also recognises the importance
of sustainability and is committed to conserve the
ecological integrity of its locations through responsible
business practices. Sustainability is thus a core agenda
for the Company.

The Business Responsibility and Sustainability Report
(“BRSR”) of your Company for FY 2026, as required
under Regulation 34(2)(f) of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015,
forms part of this Integrated Annual Report and is also
available on the website of the Company at:https://
www.clubmahindra.com/investors/financials. The
BRSR provides insights on the initiatives taken by your
Company from an environmental, social and governance
perspective.

Your Company has received a score of ‘70’ in FY 2026 from
S&P Global Corporate Sustainability Assessment (CSA).

Integrated Reporting

Your Company is pleased to share its unified performance
(financial and non-financial) for FY 2026 in its second
Integrated Report (30^th Annual Report). The disclosures
on value creation are provided under three sustainability
pillars: Environmental, Social and Governance ("ESG"). This
report outlines the organisation’s strategy, governance
structure, performance and value creation outlook, based
on the six capitals: Financial, Manufactured, Intellectual,
Human, Social & Relationship and Natural.

Corporate Social Responsibility

Established in 1996, Mahindra Holidays & Resorts India
Limited, India’s leading player in leisure hospitality,
while creating memorable holiday experiences for its
members, the Company remains deeply committed to
their social responsibility. Guided by #TogetherWeRise
philosophy, we build abiding relationships of trust with
our communities and strives to become an asset in the
communities where we operate.

Over the years, the Company has measured its success
not only through business growth and customer delight
but also through the positive impact it creates by enabling
communities around to 'Rise'. Your Company’s journey
is closely linked with India’s progress, grounded in the
belief that responsible tourism and investment in human
potential are vital to nation-building.

The Company’s Corporate Social Responsibility
(“CSR”) initiatives focus on areas namely, Education &
Livelihood; Environment and Skill building & Women
empowerment. We believe in providing opportunities to
the underprivileged communities to enable them to rise
by designing areas of intervention that are aligned with
the Company’s purpose to drive positive change in the
lives of our communities.

a. CSR Committee:

Your Company has duly constituted a CSR
Committee in accordance with Section 135 of the
Companies Act, 2013 ("the Act") to assist the Board
and the Company in fulfilling the corporate social
responsibility objectives of the Company.

The Composition of CSR Committee is as given
below:

There was no change in the composition of the CSR
Committee during the year under review.

b. CSR Policy:

The CSR Policy sets out the approach and direction
provided by the Board, basis recommendation of
the CSR Committee, for undertaking CSR initiatives.
It also establishes the guiding principles for the
selection, implementation and monitoring of CSR
projects, including the Annual Action Plan. The
Policy outlines CSR thrust areas, which align with
the Mahindra group’s core purpose of driving positive

change in the lives of the communities. Your Company
strives to drive social, economic and environmental
impact by supporting initiatives focused on
education, skill development, environmental
sustainability and women’s empowerment, among
other areas. The CSR Policy including a brief overview
of the projects or programmes undertaken by the
Company can be accessed on the website of the
Company athttps://www.clubmahindra.com/
storage/app/media/Corporate%20Documents/
SharehldPattern/2010 2019/polocies/MHRIL CSR
Policy FY25.pdf.

c. CSR Spend

As per the provisions of Section 135 of the Act read
with the Companies (Corporate Social Responsibility
Policy) Rules, 2014 ("CSR Rules”), the mandatory CSR
spend of the Company for FY 2026 was H4,73,31,260
(rounded off to H 4,75,00,000). The Board of Directors
of your Company, basis recommendation of the
CSR Committee had approved H 4,75,00,000 as
CSR Budget for FY 2026. Your Company has spend
H 4,75,35,650.52 towards CSR activities for FY 2026.

Further, in terms of the CSR Rules, the Chief Financial
Officer of the Company has certified that the funds
disbursed have been utilised for the purpose and in
the manner approved by the Board for FY 2026.

d. Annual Report on CSR Activities

The Annual Report on the CSR activities undertaken
by your Company during the year under review, as
prescribed in the Rules, as amended, is set out in
‘Annexure 111’ of this Report.

e. CSR Initiatives

Our CSR vision draws parallels with our core principle,
which is to: drive positive change in the lives of our
communities. Our initiatives focus on three key areas
which are, Education & Livelihood; Environment;
and Skill building & Women empowerment creating
meaningful and sustainable social impact. Some of

the CSR initiatives your company invested in FY 2026
in each key area is shown below:

I. Women Empowerment & Skilling:

Women comprise half of the world’s population,
representing equal potential to drive progress
and shape future growth. We train women to
enable them to secure suitable job opportunities
through skills training and job linkages across
various sectors, by bridging the gap between
education and employment.

‘Project Udaan’ - CSR Flagship Programme

Your Company has launched CSR flagship
programme that creates a cadre of workforce
with essential employability skills including
domain knowledge and soft skills. Providing skill
training to women, aged 18-30 years for Multi¬
Purpose Associate within hospitality trait and
make them job ready and resilient for the future
and improve their livelihood.

In FY 2026, your Company provided
employability skills training to 400 candidates
in Agra-Uttar Pradesh, Shimla-Himachal
Pradesh and Gangtok-Sikkim along with
placement linkages to 320 candidates
aligning these initiative to SDG 5 and
SDG 8.

SDG 5- Gender Equality

SDG 8- Decent Work & Economic Growth

Project Saksham - Building Livelihood of
Women Artisans

Aligned with SDG 5 and SDG 8, Project Saksham
was implemented to empower migrant women
through holistic skill development and social
support, enabling sustainable livelihoods and

improved well-being. During FY 2026, 120
women in Jaisalmer, Rajasthan were provided
vocational training in embroidery, sewing and
handicrafts, equipping them with income¬
generating capabilities. In addition to vocational
training, the project offered legal awareness,
psychological counselling and self-defense
training, addressing the social, emotional and
safety-related challenges faced by migrant
women. To ensure economic sustainability,
market linkages were facilitated with local
shops, enabling the women to showcase, sell
their products and receive orders, thereby
earning H 8,000 per month.

SDG 5- Gender Equality

SDG 8- Decent Work & Economic Growth

Project Ma Ki Roti:

MA Ki Roti is a livelihood-focused initiative
designed to empower women through
sustainable income-generation opportunities
within a community-based hospitality model.
During the reporting period, the project
benefited 12 women, who were engaged
in preparing and serving traditional thalis
at two locations—Panchgani and Lonavala
in Maharashtra. Through this initiative, the
women earn an income of approximately
H2,000 per month on a consistent basis,
supporting household stability and economic
independence. Since its inception, the project
has successfully served 42,296 meals, reflecting
both operational sustainability and steady
demand. By enabling dignified livelihoods,
fostering collective entrepreneurship and
preserving local culinary traditions, the MA Ki Roti
project contributes to women’s empowerment
and inclusive community development. This
project is aligned to SDG 5 and SDG 8 of the
UN SDGs.

SDG 5- Gender Equality

SDG 8- Decent Work & Economic Growth

II. Education:

Education empowers people to grow, support
their communities and build a more sustainable
future. Education is central to our social
responsibility efforts and key to breaking the
cycle of intergenerational poverty. Our initiatives
focus on removing barriers to learning and
advancing national development.

Project Nanhi Kali:

Aligned with SDG 4 and SDG 5, Project Nanhi
Kali provides skills training to girls studying in
Grades 6 to 10 thereby helping them to make
a smoother transition from school to higher
education and employment opportunities.
The programme focuses on honing essential
skills encompassing financial literacy, digital
skills, soft skills such as critical thinking and
communication and fostering an understanding
of gender relations. These are delivered during
school hours.

You company supported the education of 3,958
Nanhi Kalis from Secondary school (Class 6 to
10) for the academic year 2025-26 across 7
districts in 5 states in India.

SDG 4- Quality Education
SDG 5- Gender Equality

III. Environment Conservation:

Taking care of the environment is not just
about nature, it is about people too. Integrating
conservation helps build resilient societies,
reduce climate risks and promote responsible
resource use, creating shared value for both the
planet and people.

As part of environment sustainability, your
Company has been championing clean
cooking solutions, solar energy access and
water conservation cause in remote areas
of Gir-Gujarat, Raigad-Maharashtra and
Mysuru-Karnataka. Through these efforts, 561
households and 8 schools are using smokeless
Chulhas, an effective clean cooking solution
that has reduced smoke emissions, improved
indoor air quality and lessened the physical
burden of daily firewood collection over the
usage of traditional cookstoves. These stoves
have reduced the average cooking time by 20%.

Many households still live without reliable
access to electricity. Limited infrastructure,
affordability and frequent outages (especially
during monsoons) leave families in darkness for
long periods, impacting safety, education and
livelihoods. Lack of street lighting also raises
security concerns, particularly for women.
Your company provided access to solar power
to 217 households, 61 solar streetlights and
electrification in 3 schools, enhancing safety
and providing access to public spaces.

In FY 2026, your Company made investment
in sustainable water resource management
projects through construction of 60 percolation
wells in 8 government schools across 7 villages.
Through this project, we expect to generate an
annual water recharge potential of ~7.69 million
liters improving water accessibility around the
year for supporting 10,000 beneficiaries.

These initiatives in environment are mapped to
SDG 6 and SDG 7.

SDG 6- Clean Water & Sanitation
SDG 7- Affordable & Clean Energy

Project Hariyali

With an aim of sustainable environment, your
Company has been undertaking extensive
tree plantation initiatives which provides green
cover for local communities. In FY2026, your
Company planted 15,050 saplings, bringing
the cumulative total to 580,594 trees since the
programme’s inception in the year 2010-11
aligning with SDG 15.

SDG 15- Life On Land

Employee Volunteering

Employee volunteering continues to be
vital component of social responsibility by
encouraging employees to actively participate in
diverse social causes, driving meaningful change
within the community. During the reporting
period, 2,705 employees invested 21,169 hours
to numerous impactful virtual and physical
CSR initiatives. These initiatives included blood
donation drives, tree plantation, cleanliness
drives, health check-up camps, supported
government schools and diverse community
engagement activities. These initiatives not only
enabled meaningful community engagement,
but also has reaffirmed Company's unwavering
commitment to creating a positive and lasting
impact on society.

f. Impact Assessment of CSR Projects

Your Company’s average CSR obligation for the
previous 3 financial years has been less than H 10
Crores, accordingly the requirement of undertaking
the impact assessment in terms of Section 135 of
the Act read with sub-rule (3) of Rule 8 of the CSR
Rules, is not applicable to your Company.

Cyber Security

Your Company has undertaken considerable steps
to strengthen the organisation’s cybersecurity
framework and safeguard internal and customer data
against evolving digital threats. We have prioritised
robust measures to ensure the confidentiality,
integrity and availability of critical information assets.
To strengthen our cyber defences, we have deployed
advanced security solutions addressing current and
emerging risks, including:

o Controls to prevent unauthorised access and
data exfiltration

o Advanced threat detection and incident
response capabilities

o Continuous, realtime security monitoring and
analytics

o Protective measures for our digital and online
assets

o Security solutions to safeguard mobile devices
and endpoints

We have strengthened our vulnerability
management process through periodic scanning,
prioritisation and remediation using industry¬
leading tools, enabling proactive identification and
resolution of security weaknesses. As part of our
assurance efforts, Red Team assessments were
conducted through certified security specialists
to validate the effectiveness of our cybersecurity
controls under real-world scenarios.

Reinforcing our commitment to information security,
your Company is ISO/IEC 27001:2022 certified. This
certification validates that Company’s Information

Security Management System ("ISMS") meets
internationally recognised standards and follows a
structured, risk-based approach to managing and
protecting information assets. A dedicated Security
Operations Centre ("SOC") provides continuous
monitoring, ensuring timely detection, response and
mitigation of security incidents, thereby minimising
risk to operations and data. These initiatives reflect
your Company’s commitment towards ensuring a
secure and resilient digital environment.

Annual Return

Pursuant to Section 134(3)(a) and Section 92(3) of the
Act read with Rule 11 of the Companies (Management
and Administration) Rules, 2014, the Annual Return in
form MGT-7, is available on the website of the Company
and can be accessed at:https://www.clubmahindra.com/
investors/financials.

Board & its Committees

Board

Your Company recognises the importance of a diverse
Board in its success. Your Company believes that a truly
diverse Board will leverage differences in perspective,
knowledge, skill, industry experience and cultural and
geographical backgrounds which would ensure that the
Company retains its competitive advantage.

As on 31^st March 2026, the Board of your Company
consisted of 7 Directors, comprising of 1 Non-Executive
Chairperson, 3 Independent Directors (including 1
Woman Independent Director), 2 Non-Executive
Non-Independent Directors and 1 Managing Director &
CEO.

Committees constituted by the Board of
Directors

The Board Committees comply with all the applicable
legal and statutory requirements. The details of the Board
Committees along with their composition, number of
meetings held, terms of reference, etc. are given in the
Report on Corporate Governance, which forms part of this
Integrated Annual Report.

Audit Committee

As on 31^st March 2026, the Audit Committee comprised
of 3 Independent Directors and 1 Non-Executive
Non-Independent Director:

There was no change in composition of the Audit
Committee during the year under review. The composition
of Audit Committee is in compliance with the minimum
requirement prescribed under the Companies Act, 2013
("the Act") and SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 ("Listing Regulations").
All members of the Audit Committee are Non-Executive
Directors possessing financial literacy and expertise in
accounting or financial management related matters.

During the year under review, 4 Audit Committee
Meetings were held. All the recommendations of the
Audit Committee were accepted by the Board.

Board Meetings, General Meetings and
Postal Ballot

During the year under review the Board of Directors
met 5 times i.e., on 25^th April 2025, 23^rd July 2025,
31^st October 2025, 19^th November 2025 and 29^th January
2026, as against the statutory requirement of at least
four meetings. The requisite quorum was present at all
the Board Meetings. The maximum time gap between
any two Meetings was not more than one hundred and
twenty days. These Meetings were well attended. The
29^th Annual General Meeting (“AGM”) of your Company
was held on 23^rd July 2025 through Video Conference.

During the year under review, no Extraordinary General
Meeting (“EGM”) of the Members was held and no
resolution was passed by the Members through Postal
Ballot. A calendar of all the meetings is prepared and
circulated well in advance to the Directors.

Detailed information on the Meetings of the Board, its
Committees and the AGM is included in the Report
on Corporate Governance, which forms part of this
Annual Report.

Meetings of Independent Directors

During the year under review, the Independent Directors
met once on 21^st April 2025. The meeting was held in
the absence of the Executive Director, Non-Executive
Non-Independent Directors, the Chief Financial Officer
and other management personnel to enable the
Independent Directors to discuss matters, inter-alia,
pertaining to, review of performance of Non-Independent
Directors and the Board as a whole; review the
performance of the Chairperson of the Company, assess
the quality, quantity and timeliness of flow of information
between the Company Management & the Board and its
Committees and any other matter that is necessary for
the Board to effectively and reasonably perform their
duties.

Directors and Key Managerial Personnel

Details of Appointment/Re-appointment of Directors
during FY 2026 and up to the date of this report is as
under:

Re-appointment of Mr. Diwakar Gupta as an
Independent Director

Pursuant to the recommendation of Nomination and
Remuneration Committee and approval of the Board of
Directors, the shareholders of the Company had at the
AGM held on 23^rd July 2025, approved re-appointment
of Mr. Diwakar Gupta (DIN: 01274552) as an Independent
Director of the Company, to hold office for a second term
commencing from 1^st December 2025 to 24^th July 2028
(both days inclusive), not liable to retire by rotation.

Cessation of Directors/Proposal for
Re-appointment of Independent
Directors

During the year under review, none of the Directors
ceased to hold office. Further, no Independent Director of
the Company resigned before the expiry of his/her tenure.
None of the Independent Directors of the Company are
due for re-appointment during FY 2027.

Retirement by rotation

In terms of provisions of Section 152 of the Companies
Act, 2013 ("the Act") Mr. C.P. Gurnani (DIN: 00018234)
retires by rotation and being eligible, offers himself for
re-appointment at the ensuing AGM of the Company
scheduled to be held on Wednesday, 22^nd July 2026.

Non-Disqualification declaration by
Directors

All the Directors of the Company have provided annual
confirmation that they are not disqualified from being
appointed/continuing as Directors in terms of Section
164 (1) and (2) of the Act.

Declaration by Independent Directors

The Company has received declarations from all the
Independent Directors of the Company confirming that
they meet the criteria of independence as prescribed
under Section 149(6) of the Act and Regulation 16(1)(b)
of Listing Regulations.

In terms of Regulation 25(8) of Listing Regulations, the
Independent Directors have confirmed that they are
not aware of any circumstance or situation, which exists
or may be reasonably anticipated, that could impair or
impact their ability to discharge their duties with an
objective independent judgement and without any
external influence.

Basis, the declarations received from the Independent
Directors and acknowledging the veracity of the same,
the Board of Directors concluded that the Independent
Directors meet the criteria of Independence as mentioned
under Section 149(6) of the Act and Regulation 16(1)(b)
of Listing Regulations and that they are Independent
of the Management. In the opinion of the Board, there
has been no change in the circumstances affecting the
status of Independent Directors of the Company and
that all the Independent Directors possess high levels of
integrity, relevant proficiency, expertise and experience
and they continue to act as the Independent Directors of
the Company and are Independent of the management
of the Company.

In terms of Section 150 of the Act read with Rule 6 of the
Companies (Appointment and Qualification of Directors)

Rules, 2014, as amended, Independent Directors of the
Company have confirmed that they have registered
themselves with the databank maintained by The Indian
Institute of Corporate Affairs, Manesar (‘’IICA’’) and the
said registration is renewed and active as on the date of
this report. The Independent Directors of the Company
are either exempted from the requirement to undertake
the online proficiency self-assessment test conducted
by IICA or have cleared the online proficiency self¬
assessment test as applicable.

Key Managerial Personnel (“KMP”)

Pursuant to Sections 2(51) and 203 of the Act read with
the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, Mr. Manoj Bhat,
Managing Director & CEO, Mr. Vimal Agarwal, Chief
Financial Officer and Ms. Mansi Laheri, Company Secretary
are the KMPs of the Company as on 31^st March 2026.

Changes in Key Managerial Personnel

o Mr. Dhanraj Mulki, ceased to be the Company
Secretary & Compliance Officer (KMP) of the
Company with effect from close of 31^st October 2025,
on attaining superannuation. The Board placed on
record its sincere appreciation towards the significant
contribution made by Mr. Dhanraj Mulki towards the
success of the Company.

o Ms. Mansi Laheri, was appointed as the Company
Secretary (Designate) from 1^st August 2025 upto
31^st October 2025 and effective 1^st November 2025,
Ms. Mansi Laheri was appointed as the Company
Secretary & Compliance Officer designated as the
KMP of the Company.

Directors’ Responsibility Statement

Pursuant to Section 134(5) of the Companies Act,
2013(“Act”) your Directors, to the best of their knowledge
and ability, confirm that:

a) in the preparation of the annual accounts for the
financial year ended 31^st March 2026, the applicable
Accounting Standards had been followed and there
are no material departures in adoption of these
standards;

b) they had in consultation with the Statutory Auditors
selected such accounting policies and applied them
consistently and made judgements 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 2026 and of the profit of the Company
for the year ended on that date;

c) they have taken proper and sufficient care for the
maintenance of adequate accounting records
in accordance with the provisions of the Act for
safeguarding the assets of the Company and/
or preventing and detecting fraud and other
irregularities;

d) they have prepared the annual accounts for the
financial year ended 31^st March 2026 on a going
concern basis;

In accordance with Section 178 of the Act, the Nomination
and Remuneration Committee ("NRC”) is, inter-alia,
required, to define the methodology for conducting an
effective evaluation. Annual performance evaluation
exercise for FY 2026 was carried out in compliance
with the provisions of the Act, Listing Regulations
and in accordance with the performance evaluation
framework and methodology approved by the NRC.
A structured questionnaire was circulated through
a secured online Board Portal to all the Directors to
obtain feedback on various aspects of Board and
Committee functioning, including composition, diversity,
preparedness, knowledge of business and industry

e) they have laid down adequate internal financial
controls to be followed by the Company and that
such internal financial controls are adequate and
were operating effectively during the financial year
ended 31^st March 2026; and

f) they have devised proper systems to ensure
compliance with the provisions of all applicable laws
and that such systems were adequate and operating
effectively during the financial year ended 31^st March
2026.

Performance Evaluation

The Companies Act, 2013 ("the Act") and the SEBI (Listing
Obligations and Disclosure Requirements) Regulations,
2015 ("Listing Regulations”), stipulate the requirement
of carrying out Annual Performance Evaluation of the
Board as a whole, its Committees, Individual Directors
and Chairperson.

trends and governance practices. The questionnaires
for performance evaluation were comprehensive and in
alignment with the guidance note on Board evaluation
issued by the SEBI, dated 5^th January 2017, now merged
with SEBI Master Circular dated 30^th January 2026.

The evaluation framework assessed key aspects of Board
effectiveness, including its composition, effectiveness
of processes, guidance on strategic and operating issues
and overall functioning. Committee evaluation focused
on the adequacy of their mandate, composition and
effectiveness, while the evaluation of individual Directors
considered their qualifications, experience, integrity,

independence, preparedness and the quality of their
contributions at Board and Committee meetings.

Outcome and Results of performance
evaluation:

All the Directors of the Company participated in Annual
Performance Evaluation and submitted their responses/
feedback to the evaluation questionnaires, details of
which were accessible only to the NRC Chairperson.
The evaluation outcome for the year under review were
deliberated upon at length and the Directors expressed
their satisfaction with the evaluation process. It was
noted that the Board, its Committees and the senior
management demonstrated strong levels of engagement
and diligence throughout the year, with well-structured
and effectively conducted meetings, where constructive
discussions were guided by the Chair thereby enabling
focused attention on governance and business matters.
The Board reaffirmed its commitment to enhancing
stakeholder value while upholding high standards of
performance and governance.

Familiarisation Programme for Directors

Your Company has implemented a structured orientation
programme for all Directors, including Independent
Directors, at the time of their induction. This programme
is designed to provide them with a comprehensive
understanding of the Company, its operations,
business model, industry landscape and the regulatory
environment in which it operates. Directors are furnished
with relevant documents to enhance their understanding
of the Company, its operations and the industry. The
Managing Director and Senior Management present an
overview of the Company’s operations and familiarise the
Directors on the matters related to the Company’s core
values and commitments. Directors are also introduced
to the organisational structure, composition of various
committees, board processes and the Company’s risk
management framework. The Management also regularly
updates the Board on any significant developments
and provides insights into the roles and responsibilities
of the Board, Committees and the individual directors,
thereby enabling well informed-timely decisions and
meaningful contribution by the directors towards the
Company’s growth. Independent Directors offer their

insights, inputs and recommendations on strategic and
operational matters at the quarterly meetings of the
Board and its Committees.

Pursuant to Regulation 25(7) of the Listing Regulations,
the Company imparted various familiarisation
programmes for its Directors including review of strategic
initiatives and update on business strategy, Statutory/
Regulatory updates, Industry Outlook and update on
new projects, Framework for Related Party Transactions,
update on risk management including identification of
risks and its mitigation etc.

Details of familiarisation programmes imparted to the
Independent Directors during the financial year under
review, in accordance with the requirements of the
SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 is provided in the Corporate
Governance Report forming part of this Annual Report
and is also available on the Company’s website and can
be accessed at the web-link:https://www.clubmahindra.
com/storage/app/media/Corporate%20Documents/
Familiarization%20Programmes%20FY%202025-26.pdf

Policies on Directors’ Appointment and
Senior Management and Remuneration
of Directors, Key Managerial Personnel
and Employees:

In compliance with the provisions of the Companies
Act, 2013 ("the Act") and SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 ("Listing
Regulations”), your Company has adopted the following
Policies:

1. Policy on Appointment of Directors and
Senior Management

In accordance with the provisions of Section 134(3)
(e) of the Act read with Section 178 of the Act and
Regulation 17 of Listing Regulations, your Company
has adopted a Policy on Appointment of Directors
and Senior Management which includes the criteria
for determining qualifications, positive attributes
and independence of Director and identification of
persons who are qualified to become directors and
who may be appointed in the Senior Management

in accordance with the criteria laid down in the said
Policy.

The said policy is available on the website of the
Company and can be accessed at: https://
www.clubmahindra.com/storage/app/
media/Corporate%20Documents/
SharehldPattern/2010 2019/policy-on-
appointment-of-directors-and-senior-
manaaement-2.pdf.

2. Policy on Remuneration of Directors and
Policy on Remuneration of Key Managerial
Personnel and Employees

In accordance with the provisions of sub-section (4)
of Section 178 of the Act, your Company has adopted
a Policy on Remuneration of Directors and Policy
on Remuneration of Key Managerial Personnel and
Employees. The above mentioned Policies set out the
approach to compensate Directors, Key Managerial
Personnel and Employees of the Company. The said
policies are available on the website of the Company
and can be accessed at:

Policy on Remuneration of Directors:

https://www.clubmahindra.com/storaae/app/media/

policv/Policv%20on%20Remuneration%20of%20

Directors.pdf

and

Policy on Remuneration for Key Managerial
Personnels and Employees:

https://www.clubmahindra.com/storaae/app/media/

policv/Policv%20on%20Remuneration%20of%20

Key%20Manaaerial%20Personnel%20and%20

Employees.pdf.

Internal Financial Controls and their
Adequacy

Your Company has adequate internal financial
controls with reference to the Financial Statements
commensurate with the size and nature of its business.
The Company utilises various industry-standard systems
to support, enable and streamline its business operations,
as well as to maintain its books of accounts. The built-in
transactional controls ensure proper segregation of

duties, appropriate level of approval mechanisms and
record maintenance. Management periodically reviews
the controls and Standard Operating Procedures (“SOPs”).
These systems, along with the SOPs and internal controls,
are periodically reviewed by the Management to ensure
their effectiveness and adequacy.

Pursuant to Rule 8(5)(viii) of the Companies (Accounts)
Rules, 2014 and the assessment/audit carried out by
the internal auditors and the external consultants on
the internal financial control system of the Company
and the reviews performed by the management and
the Audit Committee; the Board is of the opinion that
the Company’s internal financial controls laid down with
reference to the Financial Statements were adequate and
operating effectively during FY 2026.

M/s. Deloitte Touche Tohmatsu India LLP have examined
the internal financial controls of the Company and have
submitted an unmodified opinion on the adequacy and
operating effectiveness of the internal financial controls
over financial reporting as at 31^st March 2026.

Internal Audit Framework

The Company has established a robust internal audit
framework to assess the effectiveness of its internal
controls. The objective of this framework is to provide
the Audit Committee and the Board of Directors with
independent, objective and reasonable assurance
regarding the adequacy and effectiveness of the
Company’s processes.

The internal auditor also evaluates compliance with
operational procedures as well as system-related controls,
ensuring that established policies and processes are
consistently adhered to.

Separate meetings between the Head of
Internal Audit and the Audit Committee
Chairperson

Prior to Audit Committee meetings, separate interactions
were held between the Head of Internal Audit and
the Chairperson of the Audit Committee, without
the presence of Management, to facilitate open and
transparent discussions.

Risk Management

Your Company has a well-defined risk management
framework to identify and evaluate elements of risk likely
to impact the business of the Company and devise risk
mitigation plan. The Board of Directors have constituted
a Risk Management Committee (“RMC”) pursuant to the
provisions of Regulation 21 of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015 to
monitor the integrated risks and oversee implementation
of Risk Management Policy. RMC periodically reviews the
risks and its minimisation procedures. Your Company
has established a comprehensive risk management
process aimed at identifying, assessing and responding
to potential threats that may impact the business. This
process is embedded across all key functions and is
closely aligned with the Company’s overall goals and
strategic priorities.

Risk Management Policy, inter-alia, includes identification
of elements of enterprise and operational risks, including
cyber security and other related risks and monitoring of
such risks at various levels in the organisation. The Audit
Committee and the Board also reviews the major risks,
their movement within the risk grades and steps taken
to mitigate these risks. Details pertaining to various risks
faced by your Company along with its mitigation plans are
discussed in the Management Discussion and Analysis
Report, forming part of this Integrated Annual Report.

Auditors and Audit Reports

Statutory Auditors and Auditors Report

B S R & Co. LLP, Chartered Accountants (ICAI Firm
Registration Number 101248W/W-100022), were
re-appointed as the Statutory Auditors of the Company
for a second term of 5 (five) consecutive years to hold
office from the conclusion of the 26^th AGM held on July 30,
2022 till the conclusion of the 31^st AGM of the Company
to be held in the year 2027. The Statutory Auditors hold
valid peer review certificate as prescribed under the
SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015.

The Statutory Auditors have given a confirmation
on their eligibility and non-disqualification.

The Auditors’ Report on the financial statements of the
Company for FY 2026 is unmodified i.e. it does not contain

any qualification, reservation or adverse remark. The
Auditors’ Report is enclosed with the financial statements,
forming part of this Integrated Annual Report.

Separate meetings between the Statutory
Auditor and the Audit Committee Chairperson

Prior to Audit Committee meetings, separate
interactions were held between the Statutory Auditor
and the Chairperson of the Audit Committee, without
the presence of Management, to facilitate open and
transparent discussions.

Secretarial Auditor and Audit Report

Pursuant to the provisions of Regulation 24(A) of SEBI
(Listing Obligations and Disclosure Requirements)
Regulations, 2015 (“Listing Regulations”), the
Shareholders at 29^th AGM appointed M/s. Siroya and
BA Associates, Company Secretaries, a peer reviewed
firm having Firm Registration No.: P2019MH074300,
as Secretarial Auditor of the Company for a 1^st term of 5
consecutive financial years commencing from 1^st April
2025 to 31^st March 2030.

The Secretarial Auditor, M/s. Siroya and BA Associates,
Company Secretaries, have conducted secretarial audit
for FY 2026 and there are no qualifications, reservations or
adverse remarks made by M/s. Siroya and BA Associates,
Company Secretaries, Secretarial Auditor of the Company
in the Secretarial Audit Report for FY 2026. The Secretarial
Audit Report is annexed as ‘Annexure IV’ to this Board’s
Report.

Secretarial Audit of Material Subsidiary

During the year under review there was no Material
Unlisted Indian Subsidiary of the Company and the
requirement under Regulation 24(A) of the Listing
Regulations regarding the Secretarial Audit of Material
Unlisted Indian Subsidiary is not applicable to the
Company for FY 2026.

Annual Secretarial Compliance Report

In compliance with the Regulation 24(A) of the Listing
Regulations, your Company has undertaken an audit of
all the applicable compliances for FY 2026, as per SEBI
Regulations and Circulars/Guidelines issued thereunder.

M/s. Siroya and BA Associates, Company Secretaries,
Secretarial Auditor and Peer Reviewed Firm, has issued
an Annual Secretarial Compliance Report (“ASCR”)
confirming compliances by the Company relating to
Insider Trading Regulations, related party transactions,
disclosure of material events etc. The ASCR does not
contain any qualification, reservation or adverse remark.

The ASCR issued by M/s. Siroya and BA Associates,
Company Secretaries, is annexed as ‘Annexure V’ to this
Board’s Report and can be accessed on the website of the
Company athttps://www.clubmahindra.com/storage/
app/media/Corporate%20Documents/SE Intimation
ASCR 31032026 signed.pdf

Reporting of Frauds by Auditors

During the year under review, the Statutory Auditors and
Secretarial Auditor have not reported any instance of fraud
committed in the Company by its Officers or Employees
involving an amount of less than H 1 Crore to the Audit
Committee under Section 143(12) of the Companies
Act, 2013, details of which need to be mentioned in this
Report.

Particulars of Contracts or Arrangements
with Related Party Transactions

All transactions entered into with the related parties during
the year under review were on arm’s length basis and in
the ordinary course of business. Your Company has not
entered into any contracts/arrangements/transactions
with related parties which could be considered material
as per the provisions of the Companies Act, 2013 ("Act”)
and a confirmation to this effect as required under
Section 134(3)(h) of the Act is given in form AOC-2 as
‘Annexure VI’, which forms part of this Annual Report.
None of the related party transactions entered during
FY 2026 exceeded the threshold of material related
party transaction prescribed under Regulation 23 of
SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 ("Listing Regulations”). Further,
transactions entered by the Company with the related
parties have been duly approved by the Audit Committee
and were noted by the Board.

Pursuant to Regulation 23 of the Listing Regulations
and Section 177 of the Act, omnibus approval of Audit

Committee is obtained for Related Party Transactions
which are of repetitive nature and such transactions were
reviewed by the Audit Committee on a quarterly basis.

All Related Party Transactions and subsequent
modifications, if any, were placed before the Audit
Committee for review and approval. Necessary details
for each of the Related Party Transactions as applicable
along with the justification were provided to the
Audit Committee in terms of the Company’s Policy on
Materiality of and Dealing with Related Party Transactions
and SEBI Master Circular HO/49/14/14(7)2025-CFD-
POD2/I/3762/2026 dated 30^th January 2026 and
Industry Standard Note issued on Minimum information
to be provided to the Audit Committee for approval of
Related Party Transactions.

The transactions of the Company with any person/
entity belonging to the promoter/promoter group which
holds 10% or more shareholding in the Company as
required pursuant to Para A of Schedule V of the Listing
Regulations is disclosed separately in the financial
statements of the Company. During the year under
review, the aggregate value of the transactions entered
with Mahindra & Mahindra Limited did not exceed the
materiality threshold as prescribed under Regulation 23
of the Listing Regulations.

The Policy on Materiality of and Dealing with Related
Party Transactions (“RPT Policy”) as approved/amended
by the Audit Committee and the Board is available on the
website of the Company at:https://www.clubmahindra.
com/storage/app/media/Corporate%20Documents/
RPT%20Policy.pdf.

During the year under review, RPT policy was amended
twice to, inter-alia, align with the Industry Standards on
minimum information to be provided for review of the
audit committee and shareholders for approval of a
related party transaction and the statutory amendments
made to Listing Regulations.

Whistle Blower Policy & Vigil Mechanism

As per the provisions of Section 177(9) of the Companies
Act, 2013 (“Act”) and Regulation 22 of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations,
2015 (“Listing Regulations”), the Company is required
to establish an effective Vigil Mechanism for Directors,

employees and other stakeholders to report genuine
concerns. The Vigil Mechanism as envisaged in the Act
and the Rules prescribed thereunder and the Listing
Regulations is implemented through the Whistle Blower
Policy. The Whistle Blower Policy provides adequate
safeguards against victimisation of persons who use
such mechanism and provides for direct access to the
Chairperson of the Audit Committee.

Under the Whistle Blower Policy, the confidentiality of
those reporting violation(s) is protected and they are
not subject to any discriminatory practices. Employees,
Directors or any Stakeholders are free to make a Protected
Disclosure under Whistle Blower Mechanism by using
any of the following channels for reporting:

i) Any Senior Leader of the Company

ii) Third Party Ethics Helpline Service Portal:https://
ethics.mahindra.com

iii) Toll free No: 000 800 100 4175

iv) Chairperson of the Audit Committee

The Employees are made aware of the Whistle Blower
Policy and the said Policy is widely disseminated in the
Company. The Policy is available on the website of the
Company and the same can be accessed athttps://www.
clubmahindra.com/storage/app/media/Corporate%20
Documents/MHRIL%20Whistle%20Blower%20Policy.pdf

During the year under review, the Company received 7
whistle blower complaints. All the cases were investigated
and appropriate actions were taken, wherever necessary
basis investigation reports. The Audit Committee is
briefed on the whistle blower complaints at its meeting
held on a quarterly basis. No person was denied access
to the Chairperson of the Audit Committee at any point
of time.

The details of the Whistle Blower Policy and Vigil
Mechanism have been disclosed in the Corporate
Governance Report, which forms part of this Annual
Report.

Human Resources

Your Company places people at the heart of its growth
and hospitality philosophy, recognising that employee
capability and engagement are critical to delivering

exceptional guest experiences. The organisation
fosters a service-first culture by investing in continuous
learning, upskilling and cross-functional development.
It priorities attracting, retaining and nurturing talent
through performance-driven rewards, career progression
opportunities and leadership development programmes.
A strong commitment to Diversity, Equity & Inclusion
ensures equal opportunities and supports the growth of
women and diverse talent. Employee well-being, safety
and an ethical workplace are foundational to its people
practices. Through structured engagement, capability
building and inclusive policies, the Company empowers
its workforce to contribute meaningfully to long-term
organisational success.

Particulars of Employees and related
Disclosures

Details of employees who were in receipt of remuneration
of not less than H 1,02,00,000 during the year ended
31^st March 2026 or not less than H 8,50,000 per month
during any part of the year, as required under provisions
of Section 197(12) of the Companies Act, 2013 read
with Rule 5(2) and 5(3) of Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014
("the Rules") will be made available during 21 days before
the Annual General Meeting in electronic mode to any
Shareholder upon request sent at the Email ID:investors@
mahindraholidavs.com. Such details are also available on
your Company’s website and can be accessed at the Web-
link: https://www.clubmahindra.com/investors/financials

The disclosure with respect to the remuneration of
Directors, Key Managerial Personnel and employees
under Section 197(12) of the Act read with Rule 5(1) of the
Rules is annexed herewith as ‘Annexure VII’ and forms
part of this report.

Disclosure in respect of remuneration/
commission drawn by the Managing
Director from Holding or Subsidiary
Company

Mr. Manoj Bhat, Managing Director & CEO of the
Company did not receive remuneration or commission
from the Holding Company or subsidiaries during
FY 2026. Mr. Manoj Bhat holds Employee Stock Options

(“options”) granted by the Holding Company, Mahindra
& Mahindra Limited (“M&M”), during his association with
M&M as Group Chief Financial Officer. During the year, he
exercised 26,215 options. The options granted by M&M
will continue to vest into him from time to time.

Disclosure under Sexual Harassment of
Women at the Workplace (Prevention,
Prohibition and Redressal) Act, 2013
(“POSH Act”)

Your Company believes in building a workplace where
everyone is treated with fairness, respect and dignity. As an
equal opportunity employer, your Company is dedicated
to fostering a safe and inclusive environment across all
its locations. Any form of discrimination or harassment is
strictly prohibited, regardless of an individual’s gender or
seniority in the organisation.

Your Company has in place a comprehensive policy that
aligns with the requirements of the POSH Act. This Policy
applies to all permanent, contractual and temporary
employees, as well as trainees. The Policy has been
effectively communicated across the organisation and is
also available on the Company’s website athttps://www.
clubmahindra.com/storaae/app/media/Corporate%20
Documents/SharehldPattern/2010 2019/MHRIL%20
POSH%20POLICY.pdf.

Your Company has complied with provisions relating to
the constitution of Internal Complaints Committee (“ICC”)
under the POSH Act. ICC includes external members
from NGO and/or members with relevant experience. ICC
investigates the complaints under the Policy. To ensure
that all the employees are sensitised regarding issues of
sexual harassment, the Company creates awareness by
imparting necessary trainings.

Summary of Sexual Harassment complaint(s) pending,
received and disposed of during FY 2026, pursuant to
the POSH Act and Rules framed thereunder is as set out
below:

a. Number of complaint(s) of Sexual Harassment
outstanding as on 1^st April 2025: 2

b. Number of complaint(s) received during FY 2026: 33

c. Number of complaint(s) disposed of during
FY 2026: 29

d. Number of cases pending for more than 90 days
(which is stipulated timeline for completion of an
inquiry into a complaint of sexual harassment under
POSH Act): 1 (The complaint was resolved during
FY 2026)

e. Number of cases pending as on 31^st March 2026: 6

During the year, POSH awareness was reinforced through
periodic Email communications, display of awareness
posters at prominent locations within office premises
and induction sessions for all new joiners. In addition, the
Company conducts POSH awareness and sensitisation
sessions for employees to reinforce understanding
of appropriate workplace conduct. Case studies are
included, to help employees understand nuances of
POSH Act and apply it in various workplace situations.

Disclosure of Maternity Benefit
Compliance

Your Company is in compliance with the Maternity Benefit
Act, 1961 for the year under review. Your Company
provides maternity benefits to eligible women employees
and has policies, systems and processes in place to ensure
ongoing compliance.

Conservation of Energy, Technology
Absorption and Foreign Exchange
Earnings and Outgo

Your Company continuously strives to conserve energy,
adopt environment friendly practices and employ
technology for more efficient operations across all resorts
and offices.

The particulars relating to conservation of energy,
technology absorption and foreign exchange earnings
and outgo, as required under Section 134(3)(m) of the
Companies Act, 2013 and Rule 8(3) of the Companies
(Accounts) Rules, 2014 are given in ‘Annexure VIII’ to
this Report.

Compliance with the Provisions of
Secretarial Standards

The Directors have devised proper systems to ensure
compliance with the provisions of all applicable
Secretarial Standards (SS-1 and SS-2 relating to the
meetings of the Board of Directors and SS-2 relating to
the General Meetings) issued by the Institute of Company
Secretaries of India and that such systems are adequate
and operating effectively.

During the year under review, your Company has duly
complied with all the applicable Secretarial Standards
(SS-1 and SS-2).

Significant and Material Orders passed by
the Regulators or Courts

There were no significant and material orders passed by
the Regulators/Courts/Tribunals during the year under
review which would impact the going concern status of
the Company and its operations in the future.

The Company received an order from National
Financial Reporting Authority (“NFRA”) (“the Order’’) on
29^th March 2023, wherein NFRA had made certain
observations on identification of operating segments
by the Company in compliance with the requirements
of IND AS 108 and the Company’s existing accounting
policy for recognition of revenue on a straight-line basis
over the membership period under IND AS 115. In
terms of the Order, the Company completed the review
of its accounting policies and practices with respect
to disclosure of operating segments and timing of
recognition of revenue from customers and has taken
necessary measures to address the observations made
in the Order. Basis the said review, the existing accounting
policies, practices and disclosures by the Company are
in compliance with the respective IND AS. Accordingly,
the same have been applied by the Company in the
preparation of financial results and a report to that effect
has been submitted to NFRA.

As at 31^st March 2026, the Management assessed the
application of its accounting policies relating to segment
disclosures and revenue recognition. Basis the current

assessment by the Company after considering the
information available as on date, the existing accounting
policies, practices and disclosures are in compliance with
the respective IND AS and accordingly, have been applied
by the Company in the preparation of the financial
statements for the financial year ended 31^st March 2026.

Disclosure pertaining to Insolvency &
Bankruptcy Code

During the year under review, no application or
proceedings were filed by or against the Company under
the Insolvency and Bankruptcy Code, 2016 (“IBC”). There
are no pending proceedings under IBC.

General Disclosures

The Directors further state that no disclosure or reporting
is required in respect of the following items, as there were
no transactions/event related to these items during the
financial year under review:

o There was no issue of equity shares with differential
rights as to dividend, voting or otherwise;

o The provisions in respect of maintenance of cost
records and requirement of cost audit as specified
under Section 148 of the Companies Act, 2013 were
not applicable to your Company during the year
under review and hence such records and accounts
not required to be maintained by the Company;

o There was no issue of shares (including sweat equity
shares) to the employees of the Company under any
Scheme, save and except Employees Stock Option
schemes ("ESOS") referred to in this Report;

o During the year under review, your Company has no
borrowings and hence, the requirement of providing
disclosure on one-time settlement is not applicable
to the Company;

o During the year under review, there was no buy-back
of the equity shares;

o There was no revision of financial statements and
Board’s Report of the Company;

o During the year under review, there were no
voting rights which are not directly exercised by
the employees in respect of equity shares for the
subscription/purchase for which loan was given by
the Company (as there is no scheme pursuant to
which such persons can beneficially hold shares as
envisaged under Section 67(3)(c) of the Companies
Act, 2013); and

o There was no suspension of trading of securities
of the Company on account of corporate action or
otherwise.

Acknowledgement

The Board expresses its sincere appreciation to all
employees of the Company for their outstanding efforts,
unwavering dedication and valuable contribution to the
Company’s performance.

The Directors also extend their gratitude to the
shareholders, customers, vendors, business partners,

bankers, government authorities and all other
stakeholders for their continued trust and support
towards the Company and its Management.

For and on behalf of the Board

C.P. Gurnani

Chairman
DIN: 00018234

Place: Mumbai
Date: 27^th April 2026

Registered Office

Mahindra Towers, 1^st Floor, “A” Wing,

Dr. G. M. Bhosale Marg, P.K. Kurne Chowk,

Worli, Mumbai - 400 018.

Tel: 91 22 6918 4722

CIN: L55101MH1996PLC405715

Email:investors@mahindraholidays.com