To,

The Members of

M/s. Country Club Hospitality & Holidays Limited

The Directors are pleased in presenting the 27th Annual Report of the Company together with Audited Financial Statements for the year ended 31stMarch, 2018.

Financial Results (Rupees in Lakhs)

Statement of Affairs and Operations:

During the year under review, the Consolidatedturnover of the Company was Rs.332.41 Crores as compared to Rs.456.96Crores for the previous year. The Company is constantly striving to improve its membership, and hopes to achieve better results in the forthcoming year.

Transfer to Reserves:

The Company has not transferred any amount to the general reserve for the Financial Year ended 31st March, 2018.

Outlook:To be as per MDAR

India’s travel and tourism industry is one of the most profitable industries in the country, and also credited with contributing a substantial amount of foreign exchange. Indian tourism offers a potpourri of different cultures, traditions, festivals and places of interest.

Number of meetings of the board:

8 Board Meetings & 4 Audit Committee Meetings were held during the FinancialYear 2017-18.

The Meetings of the other committees of the Board were held during the year 2017-18:

1 Nomination and Remuneration Committee meeting

1 Stake Holders relationship Committee

For details pertaining to dates attendance of Directors for the said Meetings, please refer to the corporate governance report, which forms part of this report.

Share Capital:

The Paid-up Share Capital of the Company stands at Rs. 32,69,29,470 (Rupees Thirty Two Crores Sixty Nine Lakhs Twenty Nine Thousand Four Hundred and Seventy Only) as on 31st March, 2018.

The entire Paid-up Share Capital of the Company is listed with both the Stock Exchange(s) namely, M/s. BSE Limited and M/s. National Stock Exchange Of India Limited (NSE).

Management Discussion and Analysis:

Pursuant to Regulation 34 of SEBI(Listing Obligations & Disclosure Requirements) Regulations 2015, a report on the management discussion and analysis is enclosed herewith.

Extracts of Annual Return and other disclosures under Companies (Appointment & Remuneration) Rules, 2014

The Extract of Annual Return in Form No. MGT-9 as per Section 134 (3) (a) of the Companies Act, 2013 read with Rule 8 of Companies Act (Accounts) Rules 2014 is annexed hereto and forms part of this report.

The weblink for accessing extract of annual return is www.countryclubindia.net

Particulars of Employees: Information as per Rule 5(1) of Chapter XIII, Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

1. The Median Remuneration of the employees of the Company during the financial year wasRs. 1,32,000/

2. In the financial year, there was an increase of 5-10% in the median remuneration employees.

3. There are 3916 permanent Employees on the Rolls of the Company as on 31st March, 2018.

4. The key parameters for the variable component of remuneration availed by the directors are considered by the Board of Directors based on the recommendations of the Nomination and Remuneration Committee.

5. The ratio of the remuneration of the highest paid director to that of the employees who are not directors but receive remuneration in excess of the highest paid director during the year - N.A. and

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

The remuneration paid to the Key Managerial Personnel of the Company is as per remuneration policy Particulars of Employees receiving remuneration of Rs.1,02,00,000 or more per annum orRs.8,50,000/- or more per month are given below:

Information as per Rule 5(1) of Chapter XIII, Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The Directors are to report that none of the employees were in receipt of remuneration of Rs.1,02,00,000 or more per annum or Rs.8,50,000 or more per month.

Directors :

Appointment and Cessation of the Directors from the Board is as follows:

1. Smt. Mamatha Madhavi Venkateshwara Reddy got appointed as Additional Director and Shri. IndukuriSubbaraju vacated the Board as director w.e.f 07thMarch, 2018

2. Smt. Y Manjula Reddy, and ShriVenkateswaraDontireddy vacated from the Board of Directors w.e.f8thMarch, 2018.

3. Shri. D. Krishna Kumar Raju, vacated from the Board as Director w.e.f 13thAugust, 2018 after the closure of financial year.

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Shri. Y. Varun Reddy, Director of the Companywho retire by rotation at the 27th Annual General Meeting and being eligible, offershimself for re-appointment.

Brief profile of the Director proposed to be re-appointed stating the nature of their expertise in specific functional areas, their shareholding along with other relevant details are given at the end of the Notice of the Annual General Meeting. The Board recommends their appointment by the Members at the ensuing 27th Annual General Meeting.

None of the directors of the Company are disqualified from being appointed as directors as specified in section 164 of the Companies Act, 2013, as amended.

Statement on Declaration given by Independent Directors under Sub-Section (6) of Section 149 of the Companies Act, 2013:

The Independent Directors have submitted the Declaration of Independence, as required pursuant to Section 149 (7) of the Companies Act, 2013 stating that they meet the criteria of independence as provided in Sub-Section (6) of section 149 of Companies Act, 2013.

Directors’ Responsibility Statement:

Pursuant to the requirements under Section 134 of the Companies Act, 2013 with respect to the Directors’ Responsibility Statement, the Board of Directors of the Company hereby confirms:

(a) that in the preparation of the annual accounts for the Financial year ended 31st March, 2018, the applicable accounting standards have been followed;

(b) that the directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2018, and Profit and Loss Statement of the Company for that period;

(c) that the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) that the directors have prepared the annual accounts for the financial year ended 31st March, 2018, on a going concern basis;

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

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

Maintenance of cost records:

Maintenance of cost records as specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013, is not applicable to the Company and hence, such accounts and records are not require to maintain.

Sexual Harassment of Women at Workplace:

The company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

Related Party Transactions :

All the related party transactions are entered on arms length basis and are in compliance with the applicable provisions of the Act and the listing agreement. There are no materially significant related party transactions made by the Company during the Financial Year 2017-18 which may have the potential conflict with the interest of the company at large.

Thus disclosure in Form AOC-2 is not required.

Auditors:

M/s. P C N & Associates (Formerly known as M/s Chandra Babu Naidu & Co.,) Chartered Accountants, were appointed as Statutory Auditors of the Company in 26th Annual General Meeting for Five Consecutive years and shall hold the office until the conclusion of the 30th Annual General Meeting as per section 139 of Companies Act, 2013.

The Report given by the Auditors on the financial statements of the Company is part of the Annual Report. There has been no qualification, reservation, adverse remark or disclaimer given by the Auditors in their Report. The Auditors have not reported any frauds to the Audit Committee and/or to the Central Government as prescribed under Section 143 (12) of the Companies Act, 2013.

Types of Committees:

The Company has 4 Committees, they are:

a) Audit Committee

Composition of the Audit Committee:

The Audit Committee for the year was constituted of the following members

Name of the Member Category

1.Shri Y. Subba Rao, Chairman 1

2.Shri D. V. Ratna Kishore, Member { Independent Directors

3.Smt. Mamatha Madhavi V Reddy* J

3. Shri D. Krishna Kumar Raju, Member* Non-Executive Director

Mrs. V. Sreelatha, Company Secretary has acted as the Secretary to the Committee.

*During the year Smt. Mamatha Madhavi V Reddy was appointed as Member of Audit Committee w.e.f 7th March’ 2018 and Shri D. Krishna Kumar Raju, Member has resigned from the Committee w.e.f 7th March’ 2018.

b) Nomination & Remuneration Committee

The Nomination and Remuneration Committee for the year was constituted of the following members:

Name of the Member Category

1.Shri K. Satyanarayana Raju , Chairman 1

2.Shri Y. Subba Rao, Member { Independent Directors

3.Shri D. V. Ratna Kishore, Member

c) Stakeholders Relationship Committee

The Stakeholders Relationship Committee was constituted of the following Directors:

Name of the Member Category

1.Shri Y. Subba Rao, Chairman I

2.Shri Indukuri Venkata Subba Raju, Member* v Independent Directors 3.Shri D. V. Ratna Kishore, Member |

4.Smt. Mamatha Madhavi V Reddy* J

*Smt. Mamatha Madhavi V Reddy was appointed as Member of the Committee w.e.f 7th March’ 2018 and Shri Indukuri Venkata Subba Raju, Member has resigned from the Committee w.e.f 7th March’ 2018.

d) Corporate Social Responsibility Committee

The Corporate Social Responsibility Committee was constituted of the following Directors:

Name of the Member Category

1.ShriVenkateswaraDontireddy Reddy, Chairman* I

2.ShriIndukuri Venkata Subba Raju, Member* v Independent Directors 3.Smt. Mamatha Madhavi V Reddy, Chairman* Ý

4.Shri D. V. Ratna Kishore, Member* J

5.ShriY. Siddharth Reddy, Member

*(1) Shri D. V. Ratna Kishore was appointed as Member of the Committee w.e.f 7th March’ 2018 and Smt. Mamatha Madhavi V Reddy was appointed as Chairman of the Committee on 7th March, 2018.

(2) Shri Indukuri Venkata Subba Raju, Member has resigned from the Committee w.e.f 7th March’ 2018 and ShriVenkateswaraDontireddy Reddy, Chairman has resigned from the Committee w.e.f 14th March’ 2018.

Statement pursuant to the Listing Agreement:

The Company’s equity shares are listed on the BSE Limited (BSE) and National Stock Exchange of India Limited (NSE) and the Company has paid the annual listing fees up to Financial Year2017-18.

Corporate Governance:

As required by Regulation 34 of SEBI(LODR)Regulations, 2015a separate section containing the Report on Corporate Governance together with the Certificate on the compliance with the conditions of Corporate Governance issued by the Auditors of the Company is appended hereto and they form part of this Annual Report.

Secretarial Audit

The Board of Directors have appointed M/s R. & A Associates, a firm of practicing Company Secretaries, Hyderabad as the Secretarial Auditors to conduct Secretarial Audit of the Company for the Financial year ended 31st March, 2018 in compliance with the provisions of Section 204 of the Companies Act , 2013.

The report of the Secretarial Audit Report by M/s. R & A Associates, in Form MR-3 is enclosed as Annexure to this Report.

The report on secretarial audit does not contain any qualification or adverse remark.

Vigil Mechanism/Whistle Blower Policy:

The Board of Directors of the Company have adopted Whistle Blower Policy. This policy is formulated to provide an opportunity to employees and an avenue to raise concerns and to access in good faith the Audit Committee, to the highest possible standards of ethical, moral and legal business conduct and its commitment to open communication, in case they observe unethical and improper practices or any other wrongful conduct in the Company, to provide necessary safeguards for protection of employees from reprisals or victimization and to prohibit managerial personnel from taking any adverse personnel action against those employees.

Details of adequacy of internal financial controls

The company has in place adequate internal financial controls with reference to financial statements. In addition, the Company has also appointed M/s. B.N & Company, Chartered Accountants as the Internal Auditors of the Company to conduct the regular Internal Audit and place its Report before the Audit Committee. During the year, such controls were tested and no reportable material weakness in the design or operation was observed.

Change in the Nature of Business:

There has been no change in the nature of business of the Company during the financial year under review.

The details of significant material orders passed by the regulators or courts or tribunals impacting the going concern status and Company’s operations in future:

No significant or material orders were passed by the regulators or courts or tribunals impacting the going concern status and company’s operations in future during the year under review Material changes and Commitments:

There were no material changes and commitments in the business operations of the Company from the Financial Year ended 31st March, 2018 to the date of signing of the Director’s Report.

Risk Management Policy

The Company has policy for identifying risk and established controls to effectively manage the risk. Further the company has laid down various steps to mitigate the identified risk.

Mechanism for Board Evaluation:

Pursuant to Regulation17 of the SEBI(LODR)Regulations,2015and section 134 of the Companies Act, 2013states that the board shall monitor and review the board evaluation framework. The Companies Act, 2013 states that a formal annual evaluation needs to be made by the Board of its own performance and that of its committees and individual directors. Schedule IV of the Companies act, 2013 states that the performance evaluation of the independent directors shall be done by the entire Board of Directors, excluding the director being evaluated.

The Directors evaluation was broadly based on the parameters such as understanding of the Company’s vision and objective, skills, knowledge and experience, participation and attendance in Board/ Committee meetings; governance and contribution to strategy; interpersonal skills etc.

The Board has carried out the annual performance evaluation of its own performance, the Directors individually as well as evaluation of the working of its Board Committees. A structures questionnaire was prepared covering various aspects of the Board’s functioning such as adequacy of the composition of the Board and its Committees, Board Culture, execution and performance of specific duties, obligations and governance.

A meeting of the Independent Directors was also held which reviewed the performance of Non-Independent Directors, Chairman and the quality, quantity and timelines of flow of information between the Company management and Board.

Disclosure pertaining to sexual harassment of women at workplace:

During the Financial year ended 31stMarch, 2018 the Company has neither received any complaints nor there are any pending complaints pertaining to sexual harassment.

Subsidiary Companies:

Pursuant to Section 129(3) of the Companies Act, 2013, a statement consisting salient features of financial statements of subsidiaries, associates and joint venture companies in Form AOC-1 is attached. The Company has Twenty Two (22) subsidiary outfits as on 31st March, 2018:

Domestic Subsidiaries:

1. Aquarian Realtors Private Limited

2. Bush Betta Holiday Ownership Wildlife Adventure Resort Private Limited

3. Bright Resorts Private Limited

4. Chanakyapuri Resorts Private Limited

5. Club Arzee Limited

6. International Country Holidays Private Limited

7. Jade Resorts Private Limited*

8. J J Arts & Entertainments Private Limited

9. Kolet Resort Club Private Limited*

10. Maruti Waterpark and Entertainments Private Limited

11. Country Vacations International Limited, India

12. Swami Vivekanand Training and Education Centre Private Limited

13. Swimwel Investment and Trading Private Limited

International Subsidiaries:

1. Country Club Babylon Resort Private Limited, Sri Lanka

2. Country Vacations International Limited, Dubai

3. Country Vacations International LLC, Dubai*

4. Country Vacations International LLC, Oman*

5. Country Vacations International LLC, Abu Dhabi*

6. Country Vacations International W.L.L, Bahrain*

7. Country Club and Vacations WLL, Qatar*

8. Country Vacations International SDN BHD, Malaysia*

9. Country Vacations International Limited, London*

* Has become subsidiary of the Company under Section 2(87) of the Companies Act, 2013.

The Ministry of Corporate Affairs (MCA) has through its General Circular No. 2/2011 dated 08th February 2011, has granted general exemption to all the Companies from the requirement to attach various documents in respect of Subsidiary Companies, as set out in Section 129of the Companies Act 2013. Accordingly Balance sheet, Profit and Loss Statement and other documents of the Subsidiary Companies are not being attached with the balance sheet of the Company.

Further your Company hereby undertakes that Annual Accounts of the Subsidiary Companies and the related detailed information shall be made available to the Shareholders of the Company and Subsidiary Companies seeking such information at any point of time. The Annual Accounts of the Subsidiary Companies shall also be kept open for inspection by the Shareholders at the Registered Office of the Company and of the Subsidiary Companies concerned. The Company shall furnish a hard copy of details of Accounts of Subsidiaries to any shareholder on demand.

Personnel:

The relationship between the management and the staff was very cordial throughout the year under review. Your Directors take this opportunity to record their appreciation for the cooperation and loyal services rendered by the employees.

Deposits:

The Company has not accepted any deposits from public and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the balance sheet.

Particulars of Loans, Guarantees and Investments:

There were no fresh loans, Guarantees and investments made by the Company under Section 186 of the Companies Act, 2013 during the year under review.

Acknowledgments:

Your Directors wish to place on record their appreciation for the support extended by government authorities, bankers, customers and shareholders of the Company.

Your Directors also wish to place on record their appreciation for the sincere services rendered by the employees of your Company during the year. Their dedication, teamwork and efficiency have been commendable.

For and on behalf of the Board

For Country Club Hospitality & Holidays Limited

Y. Varun Reddy Y. Siddharth Reddy

Place : Hyderabad Vice-Chairman, JMD & COO Vice-Chairman, JMD & CEO

Date : 13th August, 2018 DIN: 01905757 DIN: 00815456