Mahindra Holidays & Resorts India Ltd Directors Report

Dear Shareholders,

Your Directors are pleased to present their Twenty-Eighth Report together with the Audited Financial Statements of your Company for the financial year ended March 31, 2024.

1. Operations and Financial Overview

Your Company is the largest Vacation Ownership company outside the US and is 6^th largest globally. Your Company has created a unique and sustainable vacation ownership business and your Company is the No. 1 leisure hospitality player in the country. It has established itself as the market leader in the family holidays space in India by following a two-pronged growth strategy of providing a diverse range of holidaying options and superlative services to ensure customer delight.

Your Company enjoys a strong brand equity and is positioned as a provider of quality vacation experiences for families. Your Company has delivered over 1.34 million occupied room nights during 2023-24.

Your Company has delivered good results both financially and operationally for the year under review. It continues to deliver high occupancies, strong resort revenues and a healthy growth in both member and inventory addition. It has been a difficult year with natural disasters impacting the operations in a few regions, but the Companys agility to respond to such situations, just highlights the resilience of its business model. It also underscores the trust and confidence its members repose in the Mahindra brand, which is a crucial differentiator and contributes immensely to your Companys performance. During the year under review, your Company added 20,019 new members to its vacation ownership business. This significant growth is attributed to the effectiveness of our

2. Financial Highlights (Standalone) pull-based digital and referral leads, along with our proactive engagement with prospects through innovative technological platforms, alliances and corporate partnerships. Furthermore, our emphasis on the newly launched Loyalty program to drive referral business, enhanced relationships and alliances with both Private and Public Sector Undertakings and heightened focus on digital formats, platforms and campaigns have all contributed significantly to this achievement.

During the year under review, your Company added 387 rooms, taking the total inventory to 5,327 rooms across its 110 resorts as of March 31, 2024. Along with Holiday Club Resorts Oy ("HCR") 33 resorts and other a_liations, your Company is offering Club Mahindra members access to over 152 resorts in India, Asia, Europe and USA.

Your Companys total income (including other income) stood at 1,434.11 crore for the financial year 2023-24 as compared to 1,305.57 crore in the financial year 2022-23. Profit Before Tax ("PBT") stood at 223.20 crore for the financial year 2023-24 as compared to 214.06 crore in the financial year 2022-23. Profit After Tax ("PAT") stood at 180.64 crore for the financial year 2023-24 as compared to 158.58 crore in the financial year 2022-23. Diluted Earnings Per Share ("EPS") for the financial year 2023-24 stood at 8.97 as compared to

7.89 in the financial year 2022-23.

Further, your Companys Consolidated total income (including other income) stood at 2,819.58 crore for the financial year 2023-24 as compared to 2,623.90 crore in the financial year 2022-23. Consolidated PBT stood at 159.52 crore for the financial year 2023-24 as compared to 170.65 crore in the financial year 2022-23. Consolidated PAT stood at 116.06 crore for the financial year 2023-24 as compared to 113.82 crore in the financial year 2022-23. Consolidated Diluted EPS stood at 5.74 for the financial year 2023-24 compared to Rs 5.73 in the financial year 2022-23.

Particulars	2023 – 2024	2022 – 2023
Income:
Income from sale of Vacation Ownership and other services	1,314.03	1,196.18
Other Income	120.08	109.38
Total Income	1,434.11	1,305.56
Expenditure:
Less: Employee Cost and Other Expenses	1,018.52	923.29
Profit before Depreciation, Interest and Taxation	415.59	382.27
Less:
Depreciation	158.72	139.09
Interest	33.67	29.13
Profit for the year before Tax	223.20	214.05
Less: Tax Expense
Current Tax	-	67.88
Deferred Tax (net)	57.97	(12.40)
Tax Expense - Prior Period	(15.41)	-
Net Profit for the year after Tax	180.64	158.57
Other Comprehensive Income - Net of Tax	12.23	6.38
Total Comprehensive Income for the year	192.87	164.95

3. Share Capital

During the year under review, the Company has allotted 6,95,157 Equity Shares of 10 each to the eligible Employees/ Director, pursuant to exercise of stock options granted under the Companys Employee Stock Option Schemes.

Consequent to the aforesaid allotments, the Issued, Subscribed and Paid-up Share Capital of the Company as on March 31, 2024 stood at 2,01,95,17,970 (Rupees Two Hundred and One Crore Ninety Five Lakhs Seventeen Thousand Nine Hundred and Seventy Only) divided into 20,19,51,797 (Twenty Crore Nineteen Lakhs Fifty One Thousand Seven Hundred and Ninety Seven) Equity Shares of 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

In 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 Companys 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 Di_erence. 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 Di_erence 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 arms 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 disclosure.

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 Companys 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, 2024, 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 year ended March 31, 2024.

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 Companys 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

In 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 2023-24, 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 Companys 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 the 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 1,28,686 Options were granted under the MHRIL ESOS 2020 by the Nomination and Remuneration Committee 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 Companys website at: http://www.clubmahindra.com/about-us/ investor-relations/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 AGM.

16. Subsidiaries, Joint Venture and Associate companies

During the year under review, your Company has converted its Inter-Corporate Deposits ("ICD") of € 25,250,000 into 5,31,355 Class B Ordinary shares of € 1 each at a premium of € 46.52 per share in its subsidiary MHR Holdings (Mauritius) Limited, Mauritius ("MHR Holdings").

During the year under review, your Company has purchased 152 equity shares of Guestline Hospitality Management and Developement Services Limited ("Guestline"), resulting in increase in the Companys shareholding in Guestline from 98.39% to 98.98%. Subsequent to the financial year end, your Company has purchased 20 equity shares of Guestline resulting in increase in the Companys shareholding in Guestline from 98.98% to 99.06%.

During the year under review, your Company has subscribed to additional 4,49,50,000 equity shares of 10 each of Mahindra Hotels and Residences India Limited ("MHARIL") by way of Rights Issue for a total consideration of 4,495 lakhs.

During the year under review, Kiinteist? Oy Vierum?en Kaari ("Kaari") incorporated in Finland, a wholly owned subsidiary of HCR, incorporated in Finland, which in turn is a wholly owned subsidiary of Covington S.?.r.l. ("Covington"), which in turn is a wholly owned subsidiary of MHR Holdings, which in turn is a wholly owned subsidiary of the Company has been merged with HCR with effect from March 31, 2024. Consequent to the same, Kaari 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 March 31, 2024.

In accordance with the provisions of Ind AS (e_ective 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.

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

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.

Foreign Subsidiaries

Heritage Bird (M) Sdn. Bhd, Malaysia ("Heritage Bird") is a wholly owned subsidiary of the Company. Heritage Birds 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% of 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 at 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, 2024, 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, 2024, 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 € 144.2 million in 2022-23 to € 142.3 million in 2023-24. Earnings before interest, tax, depreciation and amortization ("EBITDA") has remained stable at € 5 million for the financial year 2023-24. Overall, HCR recorded a PBT and PAT of (€ 0.6) million and (€ 0.8) million respectively in the financial year 2023-24. During the year under review, the Finnish Economys 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 Company

Rocksport is an associate of your Company & Kiinteist? Oy Seniori-Saimaa is an associate of HCR and consequently, associate of your Company.

Joint Venture Companies

Tropiikin Rantasauna Oy is the 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 Companys website at: https://www.clubmahindra.com/corporate-governance/ 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 Companys website https://www.clubmahindra.com. Further, as per 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 Companys website https://www.clubmahindra.com. Any Shareholder who may be interested in obtaining a copy of the aforesaid documents may write to the Company Secretary at the Companys Registered Office.

18. Directors

Your Company has 9 Directors, which includes 5 Independent Directors (including 1 woman Independent Director), 3 Non-Executive Non-Independent Directors and 1 Managing Director.

Mr. Arun Nanda had expressed his desire not to seek re-appointment upon the expiry of his term at the conclusion of the 27^th Annual General Meeting ("AGM") and accordingly he ceased to be the Non-Executive Director and Chairperson from the conclusion of the 27^th AGM held on July 25, 2023. The Board of Directors places on record their sincere appreciation for Mr. Arun Nandas valuable contribution to the Company since its inception and wish him many happy and productive years ahead.

Further, Mr. C.P. Gurnani was appointed as an Additional Director (Non-Executive Non-Independent) w.e.f. April 26, 2023 and appointed as a Non-Executive Non-Independent Director of the Company at the 27^th AGM held on July 25, 2023. He was further appointed as the Chairperson of the Company w.e.f. July 26, 2023.

Mr. Kavinder Singh tendered his resignation as the Managing Director & CEO of the Company at the Board Meeting held on February 02, 2024 w.e.f. the close of May 16, 2024. Further, the Board at its same Meeting held on February 02, 2024, appointed Mr. Manoj Bhat as an Additional Director and also as the Managing Director designated as Managing Director and Chief Executive Officer 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), based on the recommendation of the Nomination and Remuneration Committee and subject to the approval of the Shareholders. He shall hold office as an Additional Director upto the date of the ensuing AGM. The Company has received the requisite Notice in writing from a Member under Section 160 of the Act proposing his candidature for the office of Director of the Company. The approval of the shareholders for appointment of Mr. Manoj Bhat as a Director and also as the Managing Director designated as Managing Director and Chief Executive Officer of the Company would be obtained at the ensuing AGM of the Company. Necessary resolutions(s) seeking approval of the members are incorporated in the Notice of the 28^th Annual General Meeting 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.

Retirement by rotation

Mr. Ruzbeh Irani, retires by rotation and being eligible, offers himself for re-appointment at the ensuing AGM of the Company scheduled to be held on July 25, 2024.

19. Key Managerial Personnel ("KMPs")

Pursuant to the provisions of the Act, as on March 31, 2024, Mr. Kavinder Singh, Managing Director & CEO, Mr. Ram Mundra, Interim Chief Financial Officer and Mr. Dhanraj Mulki, General Counsel & Company Secretary are the KMPs of the Company.

During the year under review, Mr. Sujit Vaidya resigned as the Chief Financial Officer and Key Managerial Personnel of the Company w.e.f. the close of business hours on May 31, 2023. Further, the Board of Directors at their Meeting held on July 25, 2023, appointed Mr. Ram Mundra as the Interim Chief Financial Officer and Key Managerial Personnel of the

Company w.e.f. July 25, 2023.

Further, Mr. Kavinder Singh tendered his resignation as the Managing Director & CEO of the Company at the Board Meeting held on February 02, 2024 w.e.f. the close of May 16, 2024. The Board at its same Meeting held on February 02, 2024, appointed Mr. Manoj Bhat as an Additional Director and also as the Managing Director designated as Managing Director and Chief Executive Officer 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, the Board at its same Meeting held on February 02, 2024 appointed Mr. Vimal Agarwal as the Chief Financial Officer of the Company w.e.f. May 01, 2024 and noted that Mr. Ram Mundra, shall cease to hold office as Interim Chief Financial Officer w.e.f. the close of April 30, 2024 and would continue to serve the Company as Head-Corporate Finance.

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)mentionedaboveincludesthecriteriafordetermining 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, Key Managerial Personnel 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 Chairperson, in terms of the relevant provisions of the Act, Rules made thereunder and SEBI Listing Regulations.

The Nomination and Remuneration Committee (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 Chairperson is also evaluated on key aspects of his role, including effectiveness of leadership and ability to steer meetings, impartiality, ability to keep shareholders interests in mind and effectiveness as Chairperson. The above criteria are based on the Guidance Note on Board Evaluation issued by the SEBI on January 5, 2017.

TheNRChasevaluatedtheperformanceofindividualDirectors. 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 Chairperson 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 6 (six) 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 5 (five) Directors viz Mr. Diwakar Gupta as its Chairperson and Mr. Sanjeev Aga, 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 their best of their knowledge and ability, confirm that : a) in the preparation of the annual accounts for the year ended March 31, 2024, 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, 2024 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 for 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 Companys internal financial controls laid down with reference to the Financial Statements were adequate and operating effectively during the financial year 2023-24.

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 form 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, 2024 as per Ind AS, the latest audited financial results of all the subsidiaries, two associate companies and two joint venture companies 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

O 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; O 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; O During the year under review, there was no change in the nature of business of the Company; O 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; O 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; O During the year under review, there was no revision of financial statements and Boards Report of the Company; O 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; O Your Company has no borrowings as on March 31, 2024 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 O 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 year ended March 31, 2024 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 has appointed M/s. M Siroya and Company, Company Secretaries, to undertake the secretarial audit of the Company. 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.

Annual Secretarial Compliance Report

In compliance with the Regulation 24A of SEBI Listing Regulations, your Company has undertaken an audit for the financial year 2023-24 for all applicable compliances as per SEBI Regulations and Circulars / Guidelines issued thereunder.

The Annual Secretarial Compliance Report to be issued by M/s. M Siroya and Company, Company Secretaries, shall be submitted to the Stock Exchanges within 60 days from the end of the financial year and shall be annexed to this Annual Report.

Reporting of Frauds by Auditors

During the year under review, the Statutory Auditors and Secretarial Auditor have not reported any instances of frauds 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. Shifting of Registered Office of the Company

During the year under review, the Registered Office of the Company was shifted from the State of Tamil Nadu to the State of Maharashtra, pursuant to receipt of approval dated April 12, 2023 from the Honble Regional Director, Southern

Region, Ministry of Corporate Affairs, Chennai and the Certificate of Registration for change of Registered Office issued by Registrar of Companies, Mumbai dated July 1, 2023. Consequently, the Corporate Identification Number of the Company has changed to L55101MH1996PLC405715.

31. 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.

32. Credit Rating

India Ratings and Research Private Limited ("India Ratings") has afirmed Long-Term Issuer Rating at ‘IND A+ with a stable outlook to your Company. The ‘IND A+ rating indicates adequate degree of safety regarding timely servicing of financial obligations.

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

There are no material changes and commitments, affecting financial position of the Company which have occurred from the end of the financial year of the Company i.e. March 31, 2024 till the date of the Boards Report.

34. 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, 2024, has been placed on the website of the Company and can be accessed at https://www. clubmahindra.com/investors/financials.

35. 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 the Annexure V to this Report.

36. Human Resources

Your Company is committed to fostering an inclusive and diverse workforce by actively focusing on hiring and development of diverse talent. During the year under review, the Company has rolled out various initiatives to strengthen inclusion at the workplace, for instance, workshops on "Unconscious Bias" and "Allyship" focused on leadership capability to lead and develop diverse teams. At resorts, the Company has been hiring Specially Abled Talent and supporting them through mentorship initiatives and accessible resources to create an inclusive work environment that nurtures their growth and success. For these efforts, the Company was honoured with the prestigious "Best Disability Inclusion Award" by World HRD Congress.

The Company has also strengthened awareness of SEWA values which are the guiding principles that shape our behavior, decisions and interactions at the Company. Through a podcast platform which celebrates SEWA stories, the Company has been reinforcing adoption of these values.

The Company continues its concerted efforts towards building talent from within and has a robust talent management process aimed to develop capability of talent to take on diverse roles.

Disclosures pertaining to The Sexual Harassment of Women at 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, 21 (Twenty One) complaints were received and 20 (Twenty) were resolved by taking appropriate actions as per the provisions of the POSH Act. 1 (One) complaint was pending as on March 31, 2024.

37. 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 VI and forms part of this report.

The Company had 13 employees who were employed throughout the year and were in receipt of remuneration of more than 102 lakhs per annum. There were 5 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 Auditors 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 www.clubmahindra.com.

38. Ethics Framework

The Companys revised Code of Conduct (the Code) for employees outlines the commitment to the principles of integrity, transparency and fairness. The refreshed Code has been contemporised and aligned with the changes in the internal and the external environments. It enables the Company to make the right choices and demonstrate the highest standards of integrity and ethical behaviour.

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.

39. Acknowledgement and Appreciation

The Directors of your Company take this opportunity to thank the Companys Customers, Shareholders, Suppliers, Bankers 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
Place: Mumbai	Chairperson
Date: April 26, 2024	DIN: 00018234