Your Directors are pleased to present the Twenty-Ninth
Annual Report of Mahindra Holidays & Resorts India Limited
(“the Company" or “MHRIL") along with the summary of
Standalone and Consolidated Audited Financial Statements
for the financial year ended March 31, 2025.

1. Operations and Financial Overview

Your Company has created a unique and sustainable
vacation ownership business. It has established itself
as the market leader in the family holiday space in India
and is the largest Vacation Ownership Company outside
the US. It follows the strategy of ensuring customer
delight through delivery of superlative service, unique
experiences and wide range of holidaying options.

Your Company enjoys a strong brand equity and is
positioned as a provider of quality vacation experiences
for families. Your Company has delivered over
1.44 million occupied room nights during the financial
year 2024-25.

Your Company has delivered good results both
financially and operationally for the year under review.
It has accelerated supply with the highest ever annual
inventory addition and followed the focused member
addition approach during the year. It continues to deliver
industry leading occupancy on an expanded inventory
base leading to strong growth in resort revenues.
This demonstrates the strong trust and confidence that
members have in the Club Mahindra brand, which plays
a vital role in enhancing your Company's performance.

During the year under review, the Company continued
to strengthen its position in the vacation ownership
space, achieving robust growth across key performance
indicators. A total of 12,393 new members were
added to the vacation ownership business, reflecting
sustained consumer interest and confidence in the Club
Mahindra brand.

The Company took measures to transform its sales
process to align it better with its target market. which
has resulted in significant increase in Average Unit
Realisation ("AUR"). The year also witnessed several
strategic advancements aimed at strengthening the

core business proposition. Notably, the Company
refreshed its product portfolio by phasing out the 3-year
and 4-year membership plans and introduced the
feature-rich 5-year 'GoZest' Plan, tailored to appeal to
younger, experience-driven travellers. Simultaneously,
there was a concerted focus on improving the quality
of sales interactions, supported by a digitally enabled
salesforce that leveraged advanced tools for more
personalised and efficient customer engagement. These
efforts, coupled with sharper targeting and process
optimisation, led to a more cost-efficient member
acquisition model, further reinforcing the Company's
commitment to sustainable and profitable growth.

During the year under review, your Company added
520 rooms, taking the total inventory to 5,847 rooms
across 125 resorts as of March 31, 2025. Along with
Holiday Club Resorts Oy ("HCR") 33 resorts and other
affiliations, your Company is offering Club Mahindra
members access to ~160 resorts in India, Asia
and Europe.

Your Company's Standalone total income (including
other income) stood at ' 1,544.91 crore for the financial
year 2024-25 as compared to ' 1,434.11 crore in the
financial year 2023-24. Profit Before Tax ("PBT") stood
at ' 269.58 crore for the financial year 2024-25 as
compared to ' 223.20 crore in the financial year 2023-24.
Profit After Tax ("PAT") stood at ' 200.48 crore for the
financial year 2024-25 as compared to ' 180.64 crore in
the financial year 2023-24. Diluted Earnings Per Share
("EPS") for the financial year 2024-25 stood at ' 9.94 as
compared to ' 8.97 in the financial year 2023-24.

Further, your Company's Consolidated total income
(including other income) stood at ' 2,909.81 crore for the
financial year 2024-25 as compared to ' 2,819.58 crore
in the financial year 2023-24. Consolidated PBT stood
at ' 192.53 crore for the financial year 2024-25 as
compared to ' 159.52 crore in the financial year 2023-24.
Consolidated PAT stood at ' 125.95 crore for the
financial year 2024-25 as compared to ' 116.06 crore
in the financial year 2023-24. Consolidated Diluted EPS
stood at ' 6.33 for the financial year 2024-25 compared
to ' 5.74 in the financial year 2023-24.

2. Financial Highlights (Standalone)

3. Share Capital

During the year under review, the Company has
allotted 65,176 Equity Shares of face value ' 10
(Rupees Ten) each to the eligible Employees/ Director,
pursuant to exercise of stock options granted under
the Company's Employee Stock Option Schemes.

Consequent to the aforesaid allotments, the issued,
subscribed and paid-up share capital of the Company
as on March 31, 2025 stood at ' 2,02,01,69,730 (Rupees
Two Hundred and Two Crore One Lakh Sixty-Nine
Thousand Seven Hundred and Thirty Only) divided
into 20,20,16,973 (Twenty Crore Twenty Lakhs Sixteen
Thousand Nine Hundred and Seventy Three) Equity
Shares of face value ' 10 (Rupees Ten) each.

During the year under review, the Company did not
issue any shares with differential rights as to dividend,
voting or otherwise.

4. Dividend

I n compliance with Regulation 43A of the Securities
and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015 (“SEBI
Listing Regulations"), 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/investors/investor-information.

Your Company had changed its revenue recognition
policy in accordance with Ind AS 115 during the financial
year 2018-19. 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.

5. Transfer to Reserve

The Directors of your Company do not propose to
transfer any amount to reserves.

6. Related Party Transactions

All transactions entered with 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
in accordance with the policy of the Company i.e.
Policy on Materiality of and Dealing with Related Party
Transactions (“RPT Policy"). Accordingly, Form AOC-2
is not applicable to the Company. Further, transactions
entered by the Company with related parties in the
normal course of business were approved by the Audit
Committee and placed before the Board.

There were no materially significant related party
transactions with the Promoters, Directors and Key

Managerial Personnel, which may have a potential
conflict with the interest of the Company at large.

The RPT Policy as approved by the Audit Committee
and the Board is available on the website of the
Company at: https://www.clubmahindra.com/
investors/investor-information. The Directors of your
Company draw attention of the Members to note
no. 51 to the Standalone Financial Statements which
sets out related party disclosures.

7. Particulars of Loans and Advances, Guarantees,
Investments and Securities

As your Company is engaged in the activity covered
under Schedule VI of the Act, 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, 21 and 51 to the Standalone Financial
Statements. These loans and guarantees given are
proposed to be utilized 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.

The details of loans and advances, which are required
to be disclosed in the Annual Report of the Company
pursuant to Regulation 34(3) read with Schedule V of
the SEBI Listing Regulations are furnished separately
as Annexure II to this report.

8. Significant and Material Orders passed by the
Regulators or Courts

There were no significant and material orders passed
by the Regulators / Courts / Tribunals 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 March 29, 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 March 31, 2025, 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 March 31, 2025.

9. Corporate Social Responsibility

Corporate Social Responsibility (“CSR") activities
of your Company are guided by its CSR Policy,
which is framed and approved by the Board. The
Company's CSR Policy is available on its website
at: https://www.clubmahindra.com/investors/
investor-information. These are discussed in detail
in the Management Discussion and Analysis Report,
which forms part of this Annual Report. The statutory
disclosure with respect to CSR activities forms part of
this Report and is annexed herewith as Annexure III.

10. Sustainability

I n line with the philosophy of the Mahindra Group,
your Company is committed to following sustainable
practices in its operations. The details of the initiatives
taken by your Company in this regard are discussed
in the section on Sustainability in the Management
Discussion and Analysis Report, which forms part of
this Annual Report.

11. Business Responsibility and Sustainability
Report

The Business Responsibility and Sustainability Report
("BRSR") of your Company for the financial year 2024-25,
as required under Regulation 34(2)(f) of the SEBI Listing
Regulations, forms part of this 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 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 recognizes 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.

12. Corporate Governance Report

A Report on Corporate Governance along with a
certificate from the Statutory Auditors of the Company
regarding the compliance of conditions of corporate
governance as stipulated under Schedule V of the SEBI
Listing Regulations, forms part of this Annual Report.

13. Management Discussion and Analysis Report

A detailed analysis of the Company's operational and
financial performance as well as the initiatives taken
by the Company in key functional areas such as Resort
Operations, Member Experience, Business Excellence,
Human Resources and Information Technology are
separately discussed in the Management Discussion and
Analysis Report, which forms part of this Annual Report.

14. Whistle Blower Policy & Vigil Mechanism

As per the provisions of Section 177(9) of the Act
and Regulation 22 of the SEBI Listing Regulations,
the Company is required to establish an effective
Vigil Mechanism for Directors, employees and other
stakeholders to report genuine concerns. 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.

15. Employees' Stock Options

Employees' Stock Options represent a reward system
based on overall performance of the individual
employee and the Company. It helps the Company to
attract, retain and motivate the best available talent.
This also encourages employees to align individual
performances with those of the Company and
promotes increased participation by the employees
in the growth of the Company.

Accordingly, your Company has formulated three
Employees' Stock Option Schemes namely - 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”), after obtaining requisite
approvals from the Shareholders. 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.

During the year under review, pursuant to SEBI
(Share Based Employee Benefits and Sweat Equity)
Regulations, 2021 (“SEBI SBEB and SE Regulations”), as
amended from time to time, a total of 1,72,497 Options
were granted under the MHRIL ESOS 2020 by the
Nomination and Remuneration Committee (“NRC”) to
the eligible employees and noted by the Board.

During the year under review, no changes were
made to the above Schemes and the Schemes are in
compliance with the SEBI SBEB and SE Regulations.

Details required to be provided under Regulation 14
of the SEBI SBEB and SE Regulations are available on
the Company's website at: https://www.clubmahindra.
com/investors/financials.

A certificate from the Secretarial Auditor of the Company
confirming that the MHRIL ESOS 2006, MHRIL ESOS
2014 and MHRIL ESOS 2020, have been implemented
in accordance with the SEBI SBEB and SE Regulations
and the resolutions passed by the Shareholders, will
be available for inspection by Members at the ensuing
Annual General Meeting ("AGM").

16. Subsidiaries, Joint Venture and Associate
companies

During the year under review, your Company has
purchased 122 equity shares of Guestline Hospitality
Management and Developement Services Limited
("Guestline"), resulting in increase in the Company's
shareholding in Guestline from 98.98% to 99.46%.

In accordance with the provisions of Ind AS (effective
from the financial year 2016-17), Arabian Dreams Hotel
Apartment LLC, Dubai (“Arabian Dreams”), a Joint
Venture company has been considered as a subsidiary
company of the Company.

During the year under review, Holiday Club Resorts
Rus LLC (“HCR Rus LLC”) incorporated in Russia, a
wholly owned subsidiary of HCR, incorporated in
Finland, which in turn is a wholly owned subsidiary of
Covington S.a.r.l. (“Covington”), which in turn is a wholly
owned subsidiary of MHR Holdings (Mauritius) Limited
(“MHR”), which in turn is a wholly owned subsidiary
of the Company, has been voluntarily liquidated with
effect from October 10, 2024. Subsequently, HCR
Rus LLC has ceased to be in existence and as such

has ceased to be a wholly owned subsidiary of HCR,
Covington, MHR and that of the Company with effect
from October 10, 2024.

As on the date of this report, your Company has
19 subsidiaries (including 11 indirect subsidiaries),
2 joint venture companies (1 indirect) and 2 associate
companies (1 indirect).

17. Performance of Subsidiaries
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 near Jaipur, Rajasthan.

Guestline is a non-operative company and generates
income from investments.

Mahindra Holidays & Resorts Harihareshwar Limited
(“MHRHL") is a wholly owned subsidiary of the Company.
MHRHL has entered into a Public Private Partnership
("PPP") contract with Maharashtra Government to
renovate and 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 of investments and
leasing of properties. Heritage Bird has rooms/units in
apartment properties 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 is a wholly owned subsidiary of the
Company. The principal activity of MHR Holdings is to hold
investments. Currently, it holds investments in 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 March 31, 2025, Covington holds 100% stake
in HCR.

HCR, subsidiary of Covington and in turn of your
Company, is the largest operator of leisure hotels in
Finland and the largest vacation ownership company
in Europe. As of March 31, 2025, HCR has 33 resorts of
which 25 are located in Finland, 2 in Sweden and 6 in
Spain. During the year under review, the total income
decreased marginally from € 142.3 million in 2023-24 to
€ 138.2 million in 2024-25. Earnings before interest, tax,
depreciation and amortization ("EBITDA") has decreased
from € 4.99 million in 2023-24 to € 4.41 million in 2024¬
25. Overall, HCR recorded a PBT and PAT of (€ 2.25)
million and (€ 2.05) million respectively, in the financial
year 2024-25. 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. HCR has implemented several actions to improve
its efficiency and adapt the cost base to the changing
market conditions. Given the robust business model,
improvement in consumer sentiment and buoyancy in
leisure travel, the outlook for HCR is positive.

Arabian Dreams, (a Joint Venture company as per the
Act and Subsidiary company as per Ind AS) operates
a hotel property in Dubai (UAE), taken on lease basis.
Your Company avails rooms / apartments in the hotel
property of Arabian Dreams for usage of its guests and
vacation ownership members.

Associate Companies

Great Rocksport Private Limited (“Rocksport") is
engaged, inter-alia, in the business of undertaking
and providing outdoor entertainment, adventure
programs, 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 HCR
and consequently, associate of your Company.

Joint Venture Company

Tropiikin Rantasauna Oy is a Joint Venture company
("JV") of HCR and consequently, JV of your Company.

A report on the performance and financial position
of the subsidiaries, associate and joint venture

companies whose financial statements are considered
for preparation of Consolidated Financial Statements
of the Company as per the Act (in the prescribed
format i.e. “Form AOC-1") is provided as Annexure to
the Consolidated Financial Statements.

The policy for determining material subsidiaries
as approved by the Board may be accessed on the
Company's website at: https://www.clubmahindra.
com/investors/investor-information.

In accordance with the third proviso to Section 136(1) of
the Act, the Annual Report of the Company, containing
therein its Standalone and Consolidated Financial
Statements are available on the Company's website
at: https://www.clubmahindra.com. Further, as per the
fourth proviso to the said Section, the Audited Annual
Financial Statements of each of the said subsidiaries of the
Company are also available on the Company's website.
Any Shareholder who may be interested in obtaining
a copy of the aforesaid documents may write to the
Company Secretary at the Company's Registered Office.

18. Directors

Your Company has 7 Directors, which includes
3 Independent Directors (including 1 woman
Independent Director), 3 Non-Executive Non¬
Independent Directors and 1 Managing Director.

Mr. Kavinder Singh resigned as the Managing
Director & Chief Executive Officer (“CEO") of the
Company w.e.f. the close of May 16, 2024. Based on
the recommendation of the NRC and subject to the
approval of the Shareholders, Mr. Manoj Bhat was
appointed as an Additional Director and as Managing
Director & CEO of the Company w.e.f. May 17 2024,
not liable to retire by rotation, for a period of 5 (five)
years w.e.f. May 17, 2024 to May 16, 2029 (both days
inclusive). He was appointed as a Director and also as
the Managing Director & CEO of the Company at the
28^th AGM held on July 25, 2024.

Mr. Rohit Khattar and Mr. Sanjeev Aga retired as
Independent Directors of the Company on August 26,
2024, pursuant to completion of two consecutive terms
of 5 (five) years each as Independent Directors of
the Company. The Board of Directors places on
record their deep sense of appreciation for providing
thought leadership, very engaging interaction with the
Management and also expresses sincere gratitude and
acknowledges the valuable contributions made by
Mr. Rohit Khattar and Mr. Sanjeev Aga to the Company
during their long tenure as Independent Directors of
the Company.

Ms. Sangeeta Talwar was appointed as an Independent
Director of the Company for a term of 5 (five) consecutive
years from February 01, 2020 to January 31, 2025. During
the year, she has been re-appointed as an Independent
Director of the Company, not liable to retire by rotation,
to hold office for a second term of 5 (five) consecutive
years commencing from February 01, 2025 to January
31, 2030 (both days inclusive) by the Shareholders vide
resolution passed by Postal Ballot on December 18, 2024.

Mr. Diwakar Gupta was appointed as an Independent
Director for a term of 5 (five) consecutive years from
December 01, 2020 to November 30, 2025. The Board
of Directors at its meeting held on April 25, 2025 have,
on the recommendation of the NRC, approved the
re-appointment of Mr. Diwakar Gupta as an Independent
Director for a second term commencing from December
01, 2025 to July 24, 2028, subject to the approval of the
Shareholders at the forthcoming AGM of the Company.

Declaration by Independent Directors under
Sub-Section (6) of Section 149 of the Act

The Company has received declarations from all the
Independent Directors of the Company confirming that
they meet the criteria of independence as prescribed
both under the Act and SEBI Listing Regulations.

In terms of Regulation 25(8) of SEBI 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. Based
on the declarations received from the Independent
Directors, the Board of Directors have confirmed that
they meet the criteria of Independence as mentioned
under Section 149(6) of the Act and Regulation 16(1)(b) of
SEBI 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
their status as Independent Directors of the Company
and the Board is satisfied of the integrity, expertise and
experience (including proficiency in terms of Section
150(1) of the Act and applicable Rules thereunder) of all
Independent Directors on the Board.

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. They are exempt
from the requirement to undertake the online proficiency
self-assessment test conducted by IICA.

Retirement by rotation

Dr. Anish Shah, retires by rotation and being eligible,
offers himself for re-appointment at the ensuing AGM
of the Company scheduled to be held on Wednesday,
July 23, 2025.

19. Key Managerial Personnel ("KMPs")

Pursuant to the provisions of the Act, as on March
31, 2025, Mr. Manoj Bhat, Managing Director &
CEO, Mr. Vimal Agarwal, Chief Financial Officer and
Mr. Dhanraj Mulki, General Counsel & Company
Secretary are the KMPs of the Company.

Further, during the year, Mr. Kavinder Singh resigned as
the Managing Director & CEO of the Company w.e.f. the
close of May 16, 2024 and Mr. Manoj Bhat was appointed
as the Managing Director & CEO of the Company, not
liable to retire by rotation, for a period of 5 (five) years
w.e.f. May 17, 2024 to May 16, 2029 (both days inclusive).

Further, Mr. Vimal Agarwal was appointed as the Chief
Financial Officer of the Company w.e.f. May 01, 2024
and Mr. Ram Mundra, ceased to hold office as Interim
Chief Financial Officer w.e.f. the close of April 30, 2024.

20. Policy on Directors' Appointment and
Remuneration

Your Company has adopted the following Policies
which, inter-alia, includes criteria for determining
qualifications, positive attributes and independence
of a Director:

1. Policy on Appointment of Directors and
Senior Management;

2. Policy on Remuneration of Directors; and

3. Policy on Remuneration of Key Managerial
Personnel and Employees.

Policy (1) mentioned above includes the criteria for
determining qualifications, positive attributes and
independence of a Director, identification of persons
who are qualified to become Directors and who
may be appointed in the Senior Management Team
in accordance with the criteria laid down in the
said Policy.

Policies (2) and (3) mentioned above set out the
approach for Compensation of Directors, KMPs and
other employees in the Company.

The aforesaid policies are also available at the link:
https://www.clubmahindra.com/investors/investor-
information.

The Managing Director & CEO of the Company does
not receive remuneration or commission from its
holding company or any of its subsidiaries and draws
remuneration only from the Company.

21. Board Evaluation

The Board has conducted an annual evaluation of its
own performance, individual Directors, Committees of
the Board and that of its Non-Executive Chairman, in
terms of the relevant provisions of the Act, Rules made
thereunder and SEBI Listing Regulations.

The NRC has defined the evaluation criteria and
procedure for the Performance Evaluation process
for the Board, its Committees and Directors
including Independent Directors. The criteria for
Board Evaluation includes, inter-alia, composition
and structure, effectiveness of board processes,
information and functioning of the Board, etc. The
criteria for evaluation of the Committees of the
Board includes mandate of the Committee and
composition and effectiveness of the Committee,
etc. The criteria for evaluation of individual Directors
include aspects such as professional qualifications,
prior experience, integrity, independence and
contribution of the individual Director to the Board
and Committee meetings like preparedness on the
issues to be discussed, meaningful and constructive
contribution and inputs in meetings, etc. In addition,
the performance of the Chairman is also evaluated
on key aspects of his role, including effectiveness of
leadership and ability to steer meetings, impartially,
ability to keep shareholders' interests in mind and
effectiveness as Chairman. The above criteria are
based on the Guidance Note on Board Evaluation
issued by SEBI on January 05, 2017.

The NRC has evaluated the performance of individual
Directors. The performance evaluation of the Non¬
Independent Directors and the Board as a whole
was carried out by the Independent Directors. The
performance evaluation of the Chairman of the
Company was also carried out by the Independent
Directors taking into account the views of the Executive
Director and Non-Executive Directors. Performance
Evaluation of Independent Directors was carried out by
the entire Board excluding the Director being evaluated.
The Annual Performance Evaluation was carried out by
the Board in respect of its own performance as well as
the evaluation of the working of its Audit, Nomination
and Remuneration, Stakeholders Relationship,
Corporate Social Responsibility, Risk Management
and Inventory Approval Committees. A structured

questionnaire was prepared and circulated amongst
the Directors, covering various aspects of the evaluation
such as adequacy of the size and composition of the
Board and Committees thereof with regards to skill,
experience, independence, execution and performance
of specific duties, diversity, attendance and adequacy
of time given by the Directors to discharge their duties,
preparedness on the issues to be discussed, meaningful
and constructive contributions, inputs at the meetings,
Corporate Governance practices, etc. The Directors
expressed their satisfaction with the evaluation process.

22. Number of Board Meetings

During the year under review, the Board of Directors
met 5 (five) times. The details of the Board Meetings
and attendance of the Directors are provided in the
Corporate Governance Report, which forms part of
this Annual Report.

23. Composition of Audit Committee

The Audit Committee comprises of 4 (four) Directors
viz.Mr. Diwakar Gupta as its Chairman and Ms. Sangeeta
Talwar, Mr. Ruzbeh Irani and Mr. Rajat Kumar Jain, as
its other members. Further details are provided in the
Corporate Governance Report, which forms part of
this Annual Report.

During the year under review, all recommendations of
the Audit Committee were accepted by the Board.

24. Directors' Responsibility Statement

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

a) in the preparation of the annual accounts for
the year ended March 31, 2025, the applicable
Accounting Standards had been followed and
there is no material departure;

b) they have 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 March 31, 2025 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) the annual accounts have been prepared on a
going concern basis;

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

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

25. Internal Financial Controls and their Adequacy

Your Company has an adequate internal controls system,
commensurate with the size and nature of its business.
The system is supported by documented policies,
guidelines and procedures to monitor business and
operational performance which are aimed at ensuring
business integrity and promoting operational efficiency.

Pursuant to Rule 8(5)(viii) of the Companies (Accounts)
Rules, 2014, and based on the framework of internal
financial controls and compliance systems established
and maintained by the Company, the assessments and
audit carried out by the internal auditors and external
consultants, including the audit of internal financial
controls over financial reporting by the statutory auditors
and the reviews performed by 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 the financial year 2024-25.

Further details are provided in the Management
Discussion and Analysis Report, which forms part of
this Annual Report.

26. Consolidated Financial Statements

The Consolidated Financial Statements of the
Company and its subsidiaries, associates and joint
venture companies prepared in accordance with the
Act and applicable Accounting Standards along with
all relevant documents and the Auditors' Report, which
forms part of this Annual Report.

For the purpose of preparation of the Consolidated
Audited Financial Statements of the Company for the
financial year ended March 31, 2025 as per Ind AS, the
latest audited financial results of all the subsidiaries,
2 (two) associate companies and 1 (one) joint venture
company pertaining to HCR were considered and
consolidation was done as per the provisions of
Section 129 of the Act.

27. Risk Management

Your Company has a well-defined risk management
framework to identify and evaluate elements of business
risk. The Board of Directors have constituted the Risk
Management Committee pursuant to the provisions
of Regulation 21 of the SEBI Listing Regulations and its
prime responsibility is to oversee the implementation
of the Risk Management Policy of the Company.

Your Company has developed and implemented a Risk
Management Policy which is approved by the Board.
The Risk Management Policy, inter-alia, includes
identification of risks, including cyber security and
related risks and also those which in the opinion of
the Board may threaten the existence of the Company.

The Audit Committee has an oversight in the area
of financial risk and controls. Other details including
details pertaining to various risks faced by your
Company and also development and implementation
of risk management framework are discussed in the
Management Discussion and Analysis Report, forming
part of this Annual Report.

28. Disclosure requirements

^ Pursuant to Regulation 34(3) read with
Schedule V of the SEBI Listing Regulations, details
of transactions with persons or entities belonging
to the promoter/ promoter group which holds
10% or more shareholding in the Company, are
furnished under note no. 51 to the Standalone
Financial Statements which sets out related
party disclosure;

>- The provisions in respect of maintenance of
cost records as specified under sub-section (1)
of Section 148 of the Act are not applicable to
your Company;

^ During the year under review, there was no
change in the nature of business of the Company;
^ During the year under review, there was no
issue of shares (including sweat equity shares) to
employees of the Company under any Scheme,
save and except Employees Stock Option
Schemes referred to in this Report;

^ The Directors have devised proper systems
to ensure compliance with the provisions
of all applicable Secretarial Standards issued
by the Institute of Company Secretaries of
India and that such systems are adequate and
operating effectively;

^ During the year under review, there was no
revision of financial statements and Board's
Report of the Company;

^ During the year under review, your Company
has not made any application and there are no
proceedings pending under the Insolvency and
Bankruptcy Code, 2016;

^ Your Company has no borrowings as on
March 31, 2025 and hence, the requirement of
providing details of difference between amount
of the valuation done at the time of one-time
settlement and the valuation done while taking
loan from the banks / financial institutions along
with the reasons thereof is not applicable to the
Company; and

^ During the year under review, there were no
voting rights which are not directly exercised
by the employees in respect of shares for the
subscription / purchase of 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 Act).

29. Auditors

Statutory Auditors

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 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 Auditors' Report on the financial statements of the
Company for the financial year ended March 31, 2025
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 Annual Report.

Secretarial Auditor

Pursuant to the provisions of Section 204 of the Act and
Rules made thereunder, the Company had appointed
M/s. M Siroya and Company, Company Secretaries, to
undertake the secretarial audit of the Company for
the financial year ended March 31, 2025. The Report
of the Secretarial Auditor is annexed herewith as
Annexure IV.

There are no qualifications, reservations or adverse
remarks made by M/s. M Siroya and Company,

Company Secretaries, Secretarial Auditor of the
Company in the Secretarial Audit Report for the
financial year ended March 31, 2025.

Pursuant to the provisions of Regulation 24A of
SEBI Listing Regulations and subject to the approval
of the Shareholders at the ensuing AGM, the Board
of Directors at their Meeting held on April 25, 2025,
based on recommendation of the Audit Committee,
have approved the appointment of M/s. Siroya and
BA Associates, Company Secretaries, a peer reviewed
firm having Firm Registration No.: P2019MH-074300,
as Secretarial Auditor of the Company for a 1^st term of
5 (five) consecutive financial years from the financial
year 2025-26.

Annual Secretarial Compliance Report

In compliance with the Regulation 24A of SEBI Listing
Regulations, your Company has undertaken an
audit for the financial year 2024-25 for all applicable
compliances as per SEBI Regulations and Circulars /
Guidelines issued thereunder.

The Annual Secretarial Compliance Report duly signed
by M/s. M Siroya and Company, Company Secretaries,
will be submitted to the Stock Exchanges within due date
and is annexed as Annexure V to this Board's Report.

Reporting of Frauds by Auditors

During the year under review, the Statutory Auditors
and Secretarial Auditor have not reported any
instances of fraud committed in the Company by its
Officers or Employees to the Audit Committee under
Section 143(12) of the Act, details of which need to be
mentioned in this Report.

30. 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.

There are no deposits which are not in compliance
with the requirements of the Act.

31. Credit Rating

I ndia Ratings and Research Private Limited (“India
Ratings") has upgraded the Long-Term Issuer Rating to
'IND AA-' with a stable outlook to your Company. The
'IND AA-' rating indicates adequate degree of safety
regarding timely servicing of financial obligations.

32. Material Changes and Commitment affecting
the Financial Position of the Company

There are no material changes and commitments,
affecting the financial position of the Company which
have occurred from the end of the financial year of
the Company i.e. March 31, 2025 till the date of the
Board's Report.

33. Annual Return

Pursuant to Section 134(3)(a) and Section 92(3) of the
Act read with Rule 12 of the Companies (Management
and Administration) Rules, 2014, the Annual Return in
form MGT-7, as of March 31, 2025, has been placed on
the website of the Company and can be accessed at:
https://www.clubmahindra.com/investors/financials.

34. 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.
Some of these initiatives are discussed in the section
on Sustainability in the Management Discussion and
Analysis Report, which forms part of this Annual Report.

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

35. Human Resources

Your Company is committed to fostering an inclusive
and diverse workforce by actively focusing on the hiring
and development of diverse talent. During the year under
review, the Company strengthened its diversity hiring
approach by increasing women hiring in Resorts through
the campus hiring program thereby, building a strong
diversity talent pipeline for future roles. The Company is
also working on building an all women team at a resort,
further enhancing avenues for women talent.

In line with its commitment to grow talent from within,
a structured talent management process has provided
a career path to move women talent into leadership
roles in Resorts.

Programs centered around women's health, learning
and networking with women talent continue across
the organization. Through focused efforts, the

Company has also increased the representation of
Specially Abled Talent across Resorts. Well defined
resources catering to their needs are provided to
support and enable their success at work.

Disclosures pertaining to the Sexual Harassment of
Women at the Workplace (Prevention, Prohibition
and Redressal) Act, 2013

Your Company has a Policy on Prevention, Prohibition
and Redressal of Sexual Harassment of Women at
Workplace and matters connected therewith or
incidental thereto covering all the aspects as contained
under The Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013
(“POSH Act"). Your Company has also complied with
provisions relating to the constitution of Internal
Complaints Committee under the POSH Act and the
Committee includes external members from NGO
and / or members with relevant experience. There were
no complaints pending at the beginning of the year.

During the year under review, 14 (fourteen) complaints
were received and 12 (twelve) were resolved by
taking appropriate actions as per the provisions of
the POSH Act. 2 (two) complaints were pending as on
March 31, 2025.

36. Particulars of Employees

The disclosure with respect to the remuneration of
Directors, KMPs and employees under Section 197(12)
of the Act read with Rule 5(1) of the Companies
(Appointment and Remuneration of Managerial
Personnel) Rules, 2014 (“the Rules"), is annexed
herewith as Annexure VII and forms part of this report.

The Company had 10 employees who were
employed throughout the year and were in receipt
of remuneration of more than ' 102 lakhs per annum.
There were 10 employees employed for part of the year
by the Company who were in receipt of remuneration
of more than ' 8.50 lakhs per month.

In terms of Section 136 of the Act, the copy of the
Financial Statements of the Company, including the
Consolidated Financial Statements, the Auditor's
Report and relevant Annexures to the said Financial
Statements and reports are being sent to the Members
and other persons entitled thereto, excluding
the information in respect of the said employees

containing the particulars as specified in Rule 5(2) of
the said Rules. If any Member is interested in obtaining
a copy thereof, he may write to the Company Secretary
of the Company at its registered office.

The Financial Statements, reports, etc. of the Company
are available on the website of the Company at:
www.clubmahindra .com.

37. Ethics Framework

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 to our employees, the
Company reinforces integrity and ethical behaviour,
enabling employees to make the right choices in
their daily work. The Business Ethics & Governance
Committee has also institutionalized weekly meetings
to review and discuss cases ensuring timely and
comprehensive redressal. Learnings from cases
reported are used to strengthen practices within
the organization.

The Ethics & Governance framework is also anchored
by clearly defined policies and procedures, covering
areas such as Anti-Bribery and Anti-Corruption Policy,
Policy on Gifts & Entertainment, Policy on Prevention
of Sexual Harassment at Workplace and Whistle Blower
Policy to ensure robust Corporate Governance.

38. Acknowledgement and Appreciation

The Directors of your Company take this opportunity
to thank the Company's Customers, Shareholders,
Suppliers, Bankers, Regulators and the Central and
State Governments for their unstinted support.
The Directors would like to place on record their
appreciation to the employees at all levels for their
hard work, dedication and commitment.

For and on behalf of the Board

C.P. Gurnani

Chairman
DIN: 00018234

Place: Mumbai

Date: April 25, 2025