POISED FOR FUTURE GROWTH

Cox & Kings Limited 75th Annual Report 2014-15 Poised For Future Growth

Over the last three decades, Cox & Kings Ltd. has transformed itself from an air-ticketing agent in Mumbai into a diversified, multinational travel conglomerate with a focus on the new-age global consumer. The company nurtures a deeply entrepreneurial spirit; embracing change is in our DNA. CONTENTS Cox & Kings is today well established across 23 countries in businesses which range from experiential learning for children to flexible individual holidays and from packaged group tours to hybrid hotels.

Fiscal 2014-15 was in summary a year of rejuvenation. We enhanced our dominance in existing markets, forged new partnerships to drive future growth and strengthened our Balance Sheet. If the last few years were characterised by breath-taking change, then FY15 was the year in which the transformation was complete. We look to the future with tremendous confidence and enthusiasm, anchored firmly by our roots.

Business Overview 01 Financial Statements Standalone Chairman's Letter 20 Independent Auditor’s Report 98 Board of Directors 22 Financial Statements 102 Financial Highlights 24 Significant Accounting Policies 106 Corporate Information 26 Notes 108 Financial Information of Subsidiary Companies 137 Management Discussion & Analysis 27 Consolidated Statutory Reports Auditor’s Report 144 Directors' Report 41 Financial Statements 148 Report on Corporate Governance 77 Significant Accounting Policies 152 Corporate Social Responsibility Report 95 Notes 155

Annual Report 2014-15 | 01 Poised For Future Growth

Over the last three decades, Cox & Kings Ltd. has transformed itself from an air-ticketing agent in Mumbai into a diversified, multinational travel conglomerate with a focus on the new-age global consumer. The company nurtures a deeply entrepreneurial spirit; embracing change is in our DNA.

Cox & Kings is today well established across 23 countries in businesses which range from experiential learning for children to flexible individual holidays and from packaged group tours to hybrid hotels.

Fiscal 2014-15 was in summary a year of rejuvenation. We enhanced our dominance in existing markets, forged new partnerships to drive future growth and strengthened our Balance Sheet. If the last few years were characterised by breath-taking change, then FY15 was the year in which the transformation was complete. We look to the future with tremendous confidence and enthusiasm, anchored firmly by our roots.

01 Cox & Kings operates in multiple countries across four distinct business verticals.

02 | Cox & Kings Limited A Diversified, Multinational Travel Conglomerate

Cox and King is well established across 23 countries, including India, U. K., USA, UAE, Australia and Japan among others. We operate four key verticals; Leisure – India, Leisure – International, Education and Meininger.

Leisure – India is best known by the ubiquitous Cox & Kings brand in India, where we are an integrated travel enterprise, offering the best and widest range of travel options to individuals, groups and businesses in the fastest-growing major economy in the world. 16% 4% Leisure – International operates in multiple 29% countries under a plethora of packaged travel 22% brands, including Cox & Kings, Superbreak and Explore, among others. Each brand holds a highly competitive niche market position and enjoys a loyal customer base.

29% Education operates under the brand names PGL and NST, among others, mainly in the U.K. & Australia. Experiential learning is the way forward for children in the 21st century as the classroom method increasingly loses its Leisure - India relevance in creating the workforce of tomorrow. We are experts in this area and Leisure - International intend to take our brands across the world.

Education We operate 16 hybrid hotels in Europe under the Meininger brand. Our unique selling Meininger proposition is that we can deliver today’s

Others traveller a clean, safe, stay in city-centre locations for as low as €15 per night.

03 The new age consumer invests in her own personal story.

04 | Cox & Kings Limited We Serve the New-age Consumer

The new-age consumer thinks and behaves quite differently from her previous avatar. The new-age consumer is more intent on learning and growing through personal experience rather than purchasing goods for self-satisfaction.

The next hundred years will be characterized by a sea-change in consumer choices, which sees the average consumer investing more in their own personal story rather than trying to emulate choices made by others.

Within consumer services, travel and education will be the most sought-after avenues of personal investment.

We intend to play a lead role in this evolving landscape. We have the most suitable brands backed by many decades of experience which will enable us to have a hand in shaping tomorrow’s global citizen and, perhaps, tomorrow’s society.

05 Our rapid growth rate over the last decade has been driven by our employees’ and partners’ spirit of Entrepreneurship.

06 | Cox & Kings Limited We Nurture a Deeply Entrepreneurial Spirit

From our humble roots in an office in Mumbai, Cox & Kings Ltd. has grown into a travel conglomerate that spans 23 countries serving millions of customers every year. This could only have been made possible by our commitment to fostering an entrepreneurial spirit among employees and partners.

Our successful partnership with franchisees in India is testament to our commitment to the spirit of entrepreneurship. Our franchisee model has evolved from a mere experiment into becoming the mainstay of our Leisure – India business. Indeed, it is now a key source of sustainable competitive advantage in the most exciting market in the world.

Each of our multiple businesses at multiple locations in Leisure – International has independent charge of their own operations coupled with the freedom to draw from the parent company’s strengths in other locations. This unique organizational structure creates a spirit of both freedom and accountability which ultimately works for the benefit of our customers and shareholders.

In Education, our key managers have been running the business for decades and are as passionate today as they were when they had first joined. They have largely been responsible for the business reaching its enduring market leadership and they will play an instrumental role in taking the brands global.

At Meininger, we have a very young workforce, which keeps the atmosphere lively and convivial, in consonance with the relative youth of our guests.

07 We have strengthened our Balance sheet through a slew of measures.

08 | Cox & Kings Limited Cox & Kings has a strong Balance Sheet

We embarked on an ambitious debt reduction program in FY14 and at the end of FY15 we can proudly say that we have been successful.

We completed a R1,000-crore qualified institutional placement of equity shares at a price of R305 per share in November 2014. The issue was subscribed to by marquee global and Indian institutional investors.

The process of sale of the non-core business of Camping, which kicked off in FY14, was completed in September 2014 for a gross consideration of GBP89.2 million. Net debt/shareholders’ funds We also received a sum of R56 crores from the promoters as upfront contribution for warrants issued in January 2015 convertible 1.6x into equity shares within 18 months at a price of R309.85 per share.

All these steps, together with cash flows from operations, enabled us to reduce our net debt to Shareholders’ funds ratio to a very comfortable 0.7x in FY15 from 1.6x at the end 0.7x of FY14.

Our Net Debt/EBITDA ratio also fell to a healthy, capital-efficient 2.8x in FY15 (excluding Camping) from 4.5x in FY14 (including Camping).

FY14 FY15

09 Corporate Vision Leisure & Education (Leisure – International) ŸConsolidate our leadership ŸBe the market leader in position as an integrated travel experiential learning (Education) house in India (Leisure – India) ŸBe the urban traveller’s home ŸOperate as a specialist tour operator (Meininger) across multiple geographies

10 | Cox & Kings Limited Group strategy

Consolidate our presence in Leisure – India ŸBuild market share in India’s highly fragmented travel industry ŸExpand franchise network within India

Leverage our global platform to cross-sell products across geographies

Continue to consolidate product sourcing operations globally ŸHigher volumes will lead to better bargaining power with suppliers ŸIdentifying and exploiting counter-seasonal idiosyncrasies will lead to better-targeted buying power

Grow the Education business in newer geographies

Aggressively expand Meininger

11 Divisional description Leisure – India (22% of net every customer and every budget. transport, tours, attractions, revenues) sightseeing, visas, insurance, etc. Our Cox & Kings brand has been the Our Retail – Outbound business travel market leader in India for many provides group and individual Our Retail – Domestic business years, enjoying tremendous recall and packaged tours and customized provides group and individual consumer trust. We are an integrated holidays abroad, which entails end-to- packaged tours and customized travel house with solutions to suit end management of tickets, hotels, holidays within India, which entails

12 | Cox & Kings Limited end-to-end management of tickets, solutions to meet every need across services for Indian business travellers hotels, transport, tours, attractions, multiple locations. within India as well as abroad. We have sightseeing etc. robust systems and processes to Our Inbound business entails ensure the best rates, most flexible Our MICE (meetings, incentives, premium destination management options and most prompt services to conferences and events) business – services in India for foreign tour our corporate clientele. both Outbound as well as within India operators. We are experts in the high- – entails end-to-end management of end luxury travel business. Our Forex division caters to the Corporate or Individual programs foreign currency and travel card including outbound junkets, Our Business Travel division accounts requirements of Indian travellers conferences, weddings etc. We have for corporate air ticketing and allied going abroad.

13 Leisure – International (29% of net revenues) Our Superbreak brand is a specialist at Our RegalDive brand is a diving short-break packaged tours in adventure specialist across the world, gateway cities, mainly targeted at the mainly targeted at the UK traveller. We UK traveller. Tour packages may provide flights, hotels, transport, include air, rail, bus tickets, local diving lessons and certification, transport cards for metro/bus etc., advanced diving tours etc. at the best private transport, concert tickets, dive spots on the planet. For e.g. Red theatre tickets, hotels, attractions etc. Sea, Bali etc. For e.g. rock concert weekends in London, romantic Paris getaways

Our Explore brand is well know for soft adventure packaged tours across the world, mainly targeted at the UK traveller. Tour packages may include flights, hotels, transport, tours, attractions, sightseeing, visas, insurance etc. For e.g. Arctic adventures, trekking Machu Pichu, cycling the French countryside, Walking in Crete, Tanzania Safari etc.

14 | Cox & Kings Limited Our Weekendjeweg brand is a niche Cox & Kings, USA, is an ultra-luxury East and Scandinavia through its provider of rentals of bungalows, travel operator targeting the US Tempo and Bentours brands. villas and hotels in the Netherlands, traveller. mainly targeted at the European C&K Destination Management traveller. Cox & Kings, Dubai, is a mid-market Services provides destination outbound and inbound packaged management services in Europe for Cox & Kings, UK, is a premium brand tour brand in the UAE. tour operators from all over the for long-haul, cultural holiday world. packages targeted mainly at the UK Cox & Kings Australia Operates mid- traveller. market tours to Europe, the Middle

15 Education (29% of net revenues)

PGL PGL is a household name in the UK. We provide experiential learning for primary and secondary schools kids at our vast and beautiful campuses. We are experts in this line of business, and a highly trusted brand, having run such programs since 1957.

In the UK we have tie-ups with more than 5,000 schools. The teachers bring their pupils to our campuses to spend a few days engaged in numerous activities, including raft-building, nature science, quad biking, rappelling, spy games, bush skills, wall climbing, pony riding, etc.

There is a proven link between experiential, outdoor learning and high academic scores. Applied learning is increasingly being seen as the way forward in the field of education in the 21st century and beyond. We intend to take this brand to many countries in the world, and there is no limit to the kind and the number of programs we can introduce.

We currently have 23 campuses targeted at UK kids, including 16 in the UK, 6 in France and one in Spain. We have recently started two campuses in Australia, targeted at Australian kids. We have also started to receive children from Brazil, Mongolia, China, Russia etc. for varying programs at our campuses owing to our strong brand reputation and acquired expertise.

16 | Cox & Kings Limited NST/EST/Studylink/TravelWorks understanding of their core subject NST is a 49-year-old brand which matter. The trip may include conducts experiential learning tours conferences, trade fairs, speeches mainly for secondary school children from renowned experts etc. in the UK. We conduct more than 60 types of trips with detailed itineraries Our TravelWorks brand is involved decided in consultation with the with work, volunteer and internship teachers. The trips may be within the placements abroad targeted mainly country or international. at German youth, including gap-year placements. EST and StudyLink take UK higher- secondary school students and university students, respectively, on study visits and excursions (both within-country as well as outside) which will enhance their

17 18 | Cox & Kings Limited Meininger (16% of net revenues)

The unique selling proposition (USP) suite. Business travellers, tourists and of Meininger is to deliver our guests a individual travellers also prefer our clean, safe stay in the heart of the city city-centre, low price offering. at a great price. Our 16 Meininger hotels in Europe are designed to maximise the use of the real estate. We run an asset-light model; i.e. we do not own the hotel property, but we brand it and run it as efficiently as possible. We sign lease rental agreements with landlords for 15-20-year periods.

Our core target market is school and college student groups on tour. Families also love our 4-bed room configuration with bathroom en-

19 Dear shareholders, The financial year 2014-15 can best be described as a year of rejuvenation. After the very significant developments within the company over the last few years, it was time to marshal our strength towards the organic growth opportunities available within our core businesses.

20 | Cox & Kings Limited Chairman’s Message

Despite a rather tepid global exploit the new-age global safe and desirable destination economic environment, the consumer’s penchant to use for international travellers. Ease company ’s revenues and travel as a driver of personal of entry for international tourists operating earnings grew at a growth. and renewed emphasis on ease robust pace in FY15. Our key of doing business are some of During the financial year we domains – Leisure and the steps. If the government took steps to reduce debt and Education – saw both growth keeps its commitment to hive off non-core businesses. and improved margins, and our implementing the Goods and Among them was the sale of management team were able to Services Tax (GST), it will Holidaybreak’s Camping further strengthen our market rationalise the tax structure and Division to Homair Vacances, a dominance in each of our four put the industry in a better group that specialises in major divisions. position to compete with its outdoor holidays and is a major peers. Cox & Kings derives most of its player in France. The sale of revenues from sectors which are camping is consistent with our As we enter another exciting in periods of sustainable growth. strategy of becoming a Leisure year, I would like to thank our Our Education business is and Education travel group and employees, our business remarkably suited to prosper in allows us to focus on those partners, our bankers, our the 21st century as methods of businesses that have a global millions of customers, and education undergo a sea footprint and market leadership last but not least, our loyal change. Our budget hotel brand position. shareholders, who have stood by – Meininger – is ideally us through thick and thin. We also completed a Qualified positioned to grow rapidly in an Institutional Placement (QIP), environment where there is raising R1000 crore, in the Warm regards, increasing demand for financial year, the proceeds for attractively priced clean, which was used to retire debt. Mr. A.B.M. Good safe and comfortable Chairman accommodation at city centres, In India, travel and tourism is one airports and tourist attractions. of the largest service industries Our Leisure brands – both in and the country is at an exciting India and abroad – are very phase in its development with strong in their respective the government undertaking domains and are poised to concrete steps to make India a

21 (Left to Right) Mr. M. Narayanan, Ms. Urrshila Kerkar, Mr. Pesi Patel, Mr. ABM Good, Mr. Peter Kerkar, Mr. S. C. Bhargava

Mr. Anthony Good, Promoter & Non- In this capacity, he was involved in Limited in1971 and became the Executive Chairman setting up a tour operating subsidiary. Chairman in 1975. Under his astute Mr. Good formed the Good Relations guidance, the Companyimbibed After being a management trainee Group in 1962 and floated it on the quality standards and practices. with the Distillers Group, he ventured London Stock Exchange in1982. In into the field of journalism, where he 1970, he was commissioned by He is a Fellow member of Chartered spent five years first as Public Grindlays Bank to turn Cox & Kings, UK, Institute of Public Relations and Relations Officer and later in a Group into a long-haul tour operator Honorary Life Fellow of the Institute of marketing role with the then largest specializing in India. He was Directors. independent airline group in the UK. appointed to the board of Cox & Kings

22 | Cox & Kings Limited Board of Directors

Mr. Peter Kerkar, Promoter & Non- She has been at the forefront of the between July2004 and September Executive Director Company's growth, playing a vital role 2006. He had also occupied the in the development of Out Bound position of General Manager, He has been intimately involved in Leisure and Domestic Leisure Industrial Finance Corporation of the growth of C & K Group and was business and is the drivingforce India and held senior management responsible for its transformation behind the Company's IT vision. She positions in IFCI and Bank of Baroda. from being a business travel and has been directly involved and Mr. Narayanan started his shipping and forwarding agency to responsible for the day-to-day professional career with Reserve Bank being one of the leading leisure management of the Company and for of India inJune 1964. The Institute of players in the industry. He is the all the marketing and design Economic Studies, New Delhi, driving force behind the Company's initiatives of the Group. conferred him with UDYOG Rattan initiatives in the geographies in which Award in the year 2005 for excellence it operates today.He is based in UK She is a graduate in Art (B.A.) Hons in in performance. and responsible for the Company's Economics and Psychology from overall leadership, strategy, global Bombay University and holds an He is a post graduate in Commerce centralized buying and international associate degree from Pratt (M.Com) and holds a degree in Law. growth. As part of which he has been University, NY, USA in GraphicDesign. He is also a Certified Associate of actively involved in the identification Indian Institute of Bankers (CAIIB). of newer opportunities. Under his Mr. Pesi Patel, Independent Director leadership, the Company is now and Member of the Board Audit Mr. Subhash Chandra Bhargava, positioned as the premier travel Committee Independent Director and Member of company in India as well as a brand Board Audit Committee leader in the premium market He started his career with the family's segment in UK, USA and Japan. industrial products manufacturing He has over 40 years of experience business. He oversaw the sales and and knowledge in the field of Banking He is a graduate in Arts (B.A.) with marketing of the products and led the and Finance. He had held a number of distinction in Economics and division in manufacturing these leadership roles within Life Insurance Anthropology from Stanford products. Ultimately in 1982, Pesi Corporation of India. He has served as University, USA. gained responsibility for running the Executive Director (Investment)with entire Company.Under his leadership, the Life Insurance Corporation of Ms. Urrshila Kerkar, Promoter & the Company experienced growth India, wherein he was responsible for Whole Time Director both structurally and financially. looking after investment functions like debt, equity, monitoring Prior to joining the Company in 1990, Ms. He is a graduate in Commerce corporate sector, investment in Kerkar was running her own enterprise, (B.Com) from the University of infrastructure as well as social sector, a graphic design and production Mumbai. which involved dealing with State house, which has won over 20 Government bodies and Central international awards for design. Ms. Mr. M. Narayanan, Independent Government Undertakings etc. Kerkar initially worked with the Director and Chairman of the Board Company in an advisory role on Audit Committee He is a graduate in Commerce marketing and brochures design from (B.Com) from Delhi University and is a 1985 and her role was extended when He had served as the Chairman and Fellow of the Institute of Chartered she joined the Company in 1999 and was Managing Director withTourism Accountants of India. made in-charge of Indian Operations. Finance Corporation of India Limited

23 24 | Cox & Kings Limited

Corporate Information

BOARD OF DIRECTORS AUDITORS A. B. M. Good Non Executive Chairman M/s. Chaturvedi & Shah Peter Kerkar Non Executive Director Chartered Accountants Urrshila Kerkar Executive Director Pesi Patel Independent Director CHIEF FINANCIAL OFFICER M. Narayanan Independent Director Anil Khandelwal S.C. Bhargava Independent Director

COMPANY SECRETARY BOARD COMMITTEES Rashmi Jain Audit Committee M. Narayanan Chairman A. B. M Good Member BANKERS Pesi Patel Member State Bank of India S. C. Bhargava Member REGISTRAR AND SHARETRANSFER AGENTS Nomination and Remuneration Committee Karvy Computer Share Private Limited, Pesi Patel Chairman Karvy Selenium Tower B, M. Narayanan Member Plot 31-32, Gachibowli, Financial District, A. B. M. Good Member Nanakramgudu, Hyderabad- 500008. Peter Kerkar Member Email id: [email protected] S. C. Bhargava Member Tel: + 91 040 67161572 Website: www.karvy.com Stakeholders Relationship Committee Pesi Patel Chairman Depository-GDR A. B. M Good Member BNY Mellon Shareowner Services M. Narayanan Member 211 Quality Circle, Suite 210 S. C. Bhargava Member College Station, Texas 77845

Corporate Social Responsibility and For Debt Securities: Governance Committee (CSR&G Committee) Urrshila Kerkar Chairman Debenture Trustees: Peter Kerkar Member Axis Trustee Services Limited S. C. Bhargava Member Axis House, 2nd Floor, Bombay Dyeing Mills Compound, Risk Management Committee Pandurang Budhkar Marg, Peter Kerkar Chairman Worli, Mumbai- 400 025 Pesi Patel Member S. C. Bhargava Member REGISTERED OFFICE 1st Floor, Turner Morrison Building, Finance Committee 16 Bank Street, Fort, Mumbai-400 001. Urrshila Kerkar Chairperson Peter Kerkar Member Pesi Patel Member Tel: +91 22 22709100 Fax: + 91 22 22709161 S. C. Bhargava Member E-mail: [email protected] Anil Khandelwal Member Website: www.coxandkings.com

26 | Cox & Kings Limited Business Overview Management Discussion & Analysis Statutory Reports Financial Statements

Management Discussion & Analysis

Cautionary statement Statements in the Management Discussion and Analysis describing the Company’s objectives, projections, estimates and expectations may be ‘forward looking’ within the meaning of applicable laws and regulations. Actual results may differ materially from those expressed or implied. In addition, this section uses adjusted profitability numbers at a few places to discuss the financial performance in FY15. This helps readers of the report to appreciate like-for-like indicative performance. Hence, such numbers in the Discussion below are only indicative in nature and will not be comparable with the actual audited reported results for the year.

FY15 summary and outlook Cox & Kings has evolved over the last three decades from being an Indian air-ticketing agent and destination management company into a diversified, multinational travel conglomerate with a focus on the new-age consumer. The company nurtures a deeply entrepreneurial spirit. Embracing change is in our DNA. Over the last few years we have grown at a very rapid rate, while simultaneously acquiring more complex, and durable, competencies that will hold us in good stead over the long term. Over the last 11 years, our net revenues and EBITDA have grown at compounded annualized growth rate (CAGR) of 51% and 61%, respectively. Today, we have established operations across 23 countries in businesses which include packaged group tours, flexible individual holidays, experiential learning and hybrid hotels. We have high market share, excellent brand recall and deep domain expertise across the realm of our operations. Fiscal 2014-15 was in summary a year of rejuvenation. We enhanced our market presence in existing geographies, forged new partnerships to drive future growth and strengthened our Balance Sheet while remaing focused on core business performance. If the last few years were characterised by breath-taking change, FY15 was the year in which the transformation was completed. We look to the future with confidence and enthusiasm. Each of our four main focus areas, namely Leisure – India, Leisure – International, Education and Meininger (hybrid hotels) – grew robustly in FY15, while EBITDA margins were stable to higher. On September 10, 2014, we closed the sale of our Camping business, which was capital intensive in nature and which did not meet our internal parameters in terms of future growth; we received gross proceeds of GBP89.2 million from the sale of this business. We booked a net loss on sale of the Camping division to the tune of ~`202 crores (Profit on sale of `350 crores negated by a goodwill write-off of `552 crores). We had acquired Holidaybreak plc in 2011 mainly to gain control of its Education and Meininger businesses; however, the Camping business also fell within the transaction perimeter. Management did not see Camping as a high-growth activity, and in an effort to streamline management focus on the growing portions of our business, i.e. Leisure-India, Education and Meininger, we decided to sell off the Camping business. Our consolidated net profit after tax was lower year-on-year by 76% at ~`92 crores, mainly as a result of the net loss on sale of Camping. We also incurred a one-time charge of `102 crores in FY15 on cancellation of forward hedges on the acquisition debt which was partly prepaid out of the Camping sale proceeds. On a normalized basis, i.e. excluding Camping business, net revenues grew 15% y-o-y to `2,271 crores, while earnings before interest, tax, depreciation and amortization (EBITDA) excluding gains or losses on foreign exchange fluctuations, grew 13% y-o-y to `867 crores. Profit before tax excluding foreign exchange gains or losses and exceptional items, and before minority interests, was up 24% y-o-y at `542 crores. In November 2014 we raised `1000 crores through a qualified institutional placement (QIP) of fresh equity shares with marquee institutional investors based in India and around the world. The QIP has strengthened the Balance Sheet considerably. Further, the promoters have applied for a warrant issue to the tune of `225 crores in January 2015, for which 25% has been deposited. Our total gross debt fell by `1,803 crores y-o-y, or 32%, to `3,780 crores as of March 31, 2015 as corporate actions taken by the company during the year resulted in prepayment of a substantial portion of the company’s acquisition-related borrowings. Net debt too fell by `1,830 crores y-o-y, or 44%, to `2,375 crores as of March 31, 2015. The reduction was primarily on account of (1) Qualified institutional placement of equity shares worth gross `1,000 crores in November 2014, (2) Sale proceeds from the sale of Camping business (gross consideration GBP 89.2 millon), (3) Warrant application money from promoters to the extent of `56 crores, (4) Reduction in value of foreign currency debt in ` terms (`161 crores) due to appreciation of rupee. Our net debt to Shareholders’ funds ratio has reduced from 1.6x in FY14 to 0.7x in FY15.

Annual Report 2014-15 | 27 We expect future business growth to be driven mainly by Leisure – India, Education and Meininger. Each business has its own unique and secular growth drivers and we enjoy a dominant position within each industry. Our Leisure – International business is expected to grow a modest pace in line with the growth of the world travel industry.

Leisure – India Our Leisure – India business grew robustly during the year. Net revenues were up 15% to `481 crores, while EBITDA grew 14% to `236 crores. EBITDA margins were stable at ~49%. We continued to expand our franchisee network in Tier II and III cities. Today Cox & Kings operates through our powerful network of 12 own stores, 142 franchisees and 90 preferred sales agents. We have leading market share in the organized space, which has been growing steadily over the last few years. Our sheer size enables us to secure the best possible deals from airlines, hotels and other vendors, which in turn enables us to offer the best value proposition to the Indian traveller. Our franchisee model has helped us grow at rates far ahead of the industry. Treating our partners with fairness and rewarding them for performance is the cornerstone of our competitive strategy. We believe the franchisee model is the ideal avenue for expansion going forward.

Outbound travel Outbound package holidays for both groups as well as individuals remain a favourite among Indians. There is a discernible trend in consumer behaviour towards spending on experiences rather than spending on goods. This is manifest in the performance of our Outbound package holidays business, which has grown at a CAGR of 25% over the last five years. We expect this trend to intensify as a progressive attitude and global outlook gets entrenched within the Indian consumer’s mind-set. India’s outbound travel market is growing at a rapid rate. Indian consumers have more disposable income and a highly progressive outlook. Combined with our under-travelled past, India is a highly underpenetrated market for outbound tourism. Only 16.6 million people travelled overseas in 2013 as per the Government of India’s Bureau of Immigration. A large proportion of these travellers include contract labourers going overseas, business travellers, students and Indians visiting friends and family abroad etc. The true holiday-travel market remains in a fledgling state, and we expect it to grow rapidly to a substantial size over the medium term. Outbound travel from India is in the midst of a rapid growth phase. We observe that people across generations are increasingly confident about travelling outside India. Group overseas travel packages are popular for a variety of reasons; viz. time-and-cost efficiency, a sense of security, language barriers, food preferences, and of course the pleasure of shared experiences. In the near term, lower oil prices and reasonable air fares portend a strong year for outbound leisure travel. There are many reasons why Cox & Kings offers great value to customers – our Duniya Dekho brand has very strong consumer recall. We try to ensure the best possible value for our customers by using our buying power with vendors to secure the best deals. We also provide the security of the Cox & Kings global network of personnel on the ground as well as our numerous vendors across the world who are ready to come to the aid of our guests overseas in case of need. We provide complete end-to-end solutions and hassle-free travel to our customers, which enable them to enjoy their holiday to the full extent. We also provide tailor-made solutions to suit the needs of particular communities, for e.g. Amhi Travelkar targeted at the Marathi community and Gaurav Yatra targeted at the Jain community. With customers increasingly preferring to shift from the unorganized space to the organized space over the medium term, we are in pole position to benefit from the strong macro environment in outbound travel.

Inbound travel Inbound travel, by contrast, has been a relatively slower-growing business recently. Cox & Kings operates in the premium end of the market here. Near-term challenges remain in the industry, as competitor countries in Asia are investing far more in attracting tourists to their shores. India will need to invest considerably in its soft and hard infrastructure over the medium term to drive tourist arrival numbers to their true potential. Tourism is one of the world’s most important industries. Direct, indirect and induced impacts of tourism generated US$7.6 trillion (9.8% of global GDP) in 2014 and generated 277 million jobs (1 in 11), of which 105 million were direct, according to the World Travel + Tourism Council (WTTC). Each tourism job almost triples upon itself by way of knock - on effects.

28 | Cox & Kings Limited Business Overview Management Discussion & Analysis Statutory Reports Financial Statements

Yet, currently, India’s total direct, indirect and induced impact from tourism is only 6.7% of GDP, while the total number of people employed directly and indirectly in the sector stood at 37 million, according to WTTC. Clearly India can do much better. Even a small country like Cambodia derives a comparable 29.9% of its GDP and 26.4% of its employment from tourism. Our inbound tourist numbers are relatively low at ~7.0 million in 2014 (Singapore, for example, receives 10.6 million), according to WTTC. Overall receipts from tourism are also at a relatively low US$20 billion per annum; this compared to US$40 billion in Thailand, US$23 billion in tiny Malaysia and US$61 billion in China. The new government at the Centre is well aware of the salubrious impact of tourism on the broader economy. As a first step, it has operationalized electronic visa on arrival for visitors from a large number of countries. This may provide a small fillip to our inbound tourism market in the near term. However, in the medium to long term, more concrete steps towards boosting India’s soft and hard infrastructure will be needed in order to deliver the kind of tourist volumes that are befitting of a country of our size and potential. In terms of soft infrastructure, security, sanitation, hygiene and cleanliness are some of the key focus areas which require work. In terms of hard infrastructure, roads, railways, airports, ports and non-premium hotels need to be brought up to global standards. India’s touristic wealth is spread over a vast array of diverse offerings; ancient places of worship, buildings and settlements as old as civilisation itself, monuments and structures that are testament to her glorious past, ancient ways of life, unmatched culinary diversity, natural beauty, mountains, jungles, rivers and beaches. Few countries in the world can boast of such richness. Regardless of the near-term outlook, we believe our India inbound business can potentially be a key growth driver over the coming decades.

MICE Meetings, incentives, conferences and events (MICE) as a business has tremendous growth and profit potential and Cox & Kings is uniquely positioned to capitalize on the opportunities in this space. MICE tourists accounted for 18% of total Outbound tourists out of India, as per a 2010 study conducted by the National Council of Applied Economic Research on MICE tourism. Today, corporate customers are increasingly seeing MICE as part and parcel of business operations, versus earlier when it was seen as discretionary spending. The change in attitude will see this segment continuing to grow robustly over the medium to long term and we will look to further entrench our dominance. Corporates prefer Cox & Kings for its end-to-end solutions, i.e. visas, travel insurance, tickets, hotels, transfers, tours, attractions, entertainment and hassle-free payment options, among others.

Domestic travel Domestic travel business relates to Indians travelling on holiday within India to their favourite destinations in groups, as individuals or as part of MICE. We provide end-to-end solutions including air tickets, rail tickets, bus tickets, transfers, hotels, tours, attractions, sightseeing, entertainment etc. Domestic travel has been among our fastest growing segments over the last few years, and in particular, has been an area where we believe we have significantly outperformed competition. We see high potential for growth in Domestic Tourism over the medium term as Indians are increasingly curious to explore their own vast and glorious country. Indians are also much hardier travellers within India and are not easily perturbed by the potential vagaries that may crop up from time to time. Short-haul and weekend trips in particular are becoming more popular, and such trips are increasingly being taken off-season thanks to deft packaging and attractive offers. Our Bharat Deko brand is a market leader and holds significant brand equity among the mid to mass market.

Business Travel Our business travel division provides travel and travel-related services to corporates. This encompasses domestic and international flight tickets, rail tickets, bus tickets, private car-hire or taxi services, as well as travel insurance and allied travel-related services. This business is growing steadily along with the natural growth in corporate travel in India. We have a well-entrenched position with our corporate customers. Corporates like us for our efficient service; implants on location make it easier to interface and execute complex business itineraries in a customized and flexible manner. We have robust technology platforms to ensure maximum efficiency of service.

Foreign exchange Our foreign exchange business encompasses all transactions with our customers which involve the exchange of currency, mainly the conversion of rupees into foreign currency. This includes currency taken by our customers on foreign trips as well as the issue of travel cards for purposes of safety and ease-of-use abroad. Our all-India presence, captive customer base and highly competitive rates give us an edge that will allow us to grow at a healthy pace in the future.

Annual Report 2014-15 | 29 Awards (Leisure - India) • Mr. Peter Kerkar, Director, Cox & Kings Ltd was honoured by The British Travel and Hospitality Hall of Fame as one of the seven inductees into the Hall of Fame this year (won in April 2015). • ‘Best Outbound Tour Operator’ awarded by 10th Hospitality India and Explore the World Annual International Awards 2014 • ‘Best Inbound Tour Operator’ awarded by India Travel Awards • Cox & Kings was chosen as one of the top agents at Emirates Airlines awards 2014 • Cox & Kings was awarded No. 1 position in promoting the Meeting & Incentive (M&I) groups to Hong Kong between 1 July 2014 and 31 December 2014 by Meetings & Exhibitions Hong Kong (MEHK) – the MICE division of the HKTB, as part of Top Agent Awards Program (TAAP)

New initiatives • Cox & Kings Ltd. entered into an agreement with LFC E.L.I.T.E.S (Education and Learning Initiative Training Entrepreneurs in Sport), which is the global education and training partnership between Liverpool Football Club and London School of Business & Finance (LSBF). With this, Cox and Kings will be eligible to promote and sell combined educational and football programmes across India and Dubai. Children and young people aged 11-17 years can attend the campus in England for anything from one week to eight weeks. Each full programme is for two weeks and costs approximately £1170 (approx. `1.20 lakh) per week. The fees will include English Language Tuition, Professional Coaching from Liverpool Football Club Coaches, On-site accommodation, all meals each day, LFC certification and graduation, evening activities and weekend excursions, including an exclusive behind the scenes tour to LFC’s home ground Anfield, as well as Complimentary LFC E.L.I.T.E.S football kit. • Launch of Grab Your Dream – Season 2, wherein 12 people are chosen as travel ambassadors to travel and then share their adventures and experiences on blogs etc. • MTDC appointed Cox & Kings Ltd as its outsourced partner to operate the luxury train, Deccan Odyssey, from October 2014 onwards. The partnership covers full management of on-board and off board services, sales, marketing and operational activities. The agreement is for a period of 5 years with scope for extension for another 5 years. • Cox & Kings Ltd. pioneered a unique cost saving concept in advance holiday planning called ‘Holidays 365 Plan’ that helps customers save almost `50,000/- on up to three domestic holidays if they plan and book in advance. When a traveller books his holidays within the offer period, he/she gets the benefit of increased discounts, not just on the current package, but also on preceding packages purchased from this offer. The offer ran till January 30th, 2015. Cox & Kings has developed a total of 50 itineraries exclusively as part of this offer, including exciting packages for summer, monsoon and winter. These include group departures as well as customized packages.

Leisure - International Our Leisure – International business grew steadily during the year. Net revenues were up 6% to `650 crores, while EBITDA grew 9% to `236 crores; EBITDA margins rose slightly to ~36%. Growth was driven mainly by the U.K. and U.S. geographies. The outlook for this business is positive due to higher tax-free withdrawals of annuities allowed for U.K. pensioners from April 2015, a stronger pound, and stability in U.K. politics. Over the long term, we expect this business to continue to grow in line with the world travel market. Our Leisure – International business comprises of a plethora of award-winning brands and products. Although this business has historically grown at a slower rate than our other businesses, it occupies a niche position in several markets and produces a steady stream of cash flow. Leisure – International also enjoys a substantial amount of repeat business. Businesses denominated in U.K. pound sterling dominate the revenue line, amounting to as much as 60% of the overall net revenues. Our U.S., Australia and U.A.E. businesses account for about ~10% each, while Japan and others make up the rest. The diversified nature of revenue streams by product lines and geographies makes this business an important cog in the wheel. WTTC estimates that the global travel market direct contribution to GDP is likely to grow by 3.9% p.a. over 2015e-2025f. In recent years, the global travel market has outpaced so called ‘hot’ sectors such as financial services, healthcare and automotives, according to WTTC. Globally, there is a discernible trend towards travel as a means of personal growth and enrichment. Global foreign visitor exports and foreign tourist arrivals are forecast to grow by ~4.3% p.a. over 2015e-2015f.

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More tourists than ever are crossing international borders every year, 1.14 billion in 2014 alone, according to WTTC. Direct international receipts from tourism have reached US$1.38 trillion in 2014. This is expected to grow at 4.2% p.a. over 2015-25, according to WTTC, reaching US$2.14 trillion. We are ideally positioned to capitalize on this growth potential. With brands such as Cox & Kings – targeted at the older, premium traveller, Superbreak – targeted at those looking for short breaks in gateway cities, and Explore – soft adventure holidays, among others, we are confident of steady growth and profitability in this business in the medium term.

Awards • Telegraph Ultras Awards to Cox & Kings Travel Ltd, for “Best Luxury Tour Operator - runner-up” – presented 19 May 2014 • SAVEUR Culinary Travel Awards to Cox & Kings (Worldwide) for “Outstanding Tour Operator” – presented 7 October 2014 • British Travel Awards to Cox & Kings Travel Ltd, for “Best Luxury Holiday Company - Small: Winner” – 26 November 2014 • British Travel Awards to Cox & Kings Travel Ltd, for “Best Escorted Tours Holiday Company: Silver Award” – 26 November 2014 • British Travel Awards to Cox & Kings Travel Ltd, for “Best Holiday Company to Central & South America – Small: Silver Award” – 26 November 2014 • British Travel Awards to Cox & Kings Travel Ltd, for “Best Holiday Company to Southern Asia – Small: Silver Award” – 26 November 2014 • British Travel Awards to Cox & Kings Travel Ltd, for “Best Holiday Company to Middle East – Small: Silver Award” – 26 November 2014 • British Travel Awards to Cox & Kings Travel Ltd, for “Best Holiday Company to East & Southeast Europe – Small: Bronze Award” – 26 November 2014 • AI Business Excellence Awards 2015 to Cox & Kings Travel Ltd for “Excellence in Quality Group Tour Operation – UK” - 23 March 2015 • British Travel & Hospitality Hall of Fame membership to Peter Kerkar – 13 April 2015 • Corporate Livewire Innovation & Excellence Awards 2015 to Cox & Kings Travel Ltd for “Most Outstanding Travel Company - UK” – 16 April 2015

Education Cox and Kings is today a leader in experiential learning. We are market leaders in the U.K. which has among the most developed education systems in the world. We run a number of experimental learning businesses, and their attendant brands, catering to both primary school students as well as secondary school students. Our brands such as PGL and NST are five decades old and are household names in the UK. The Education business is now the company’s biggest EBITDA contributor (before minority interests) and will be among our fastest growing business divisions in the future.

PGL Our PGL business, which accounts for ~2/3rd of the net revenues of the Education business, runs residential, outdoor, experiential learning programs for primary and secondary school students during the school term. We run 25 campuses in the UK, France, Spain and Australia providing outdoor activities which include raft-building, feild maths, survival skills, environmental studies, trapeze, quad biking, archery, horse riding, rappelling etc. Children typically stay at our centres in the UK for about 3-4 days (average revenue per bed night of ~GBP66) and partake in a range of activities. We are market leaders in this business; state-funded school students account for the bulk of our net revenues, with private school students accounting for the rest. We own 19 centres (spread over >1,260 acres) out of our 25 centres; the rest are leased or hired. Capacity utilization was ~33% in aggregate (excluding Australia) in FY15 as compared to ~31% in FY14. Capacity utilization is optically low due to seasonal factors. More particularly, in the peak winter (Nov-Feb) there is insufficient sunlight to conduct many of our activities for children. Also, during the UK summer holiday months of mid-July-to-end-August we naturally see a

Annual Report 2014-15 | 31 drop-off in the number of school guests. On weekends too we have lower capacity utilization throughout the year. We are aiming to drive higher capacity utilization at our campuses through a host of measures, particularly during the summer-holiday period and the weekends. We are also attempting to drive utilization during the shoulder periods of winter to maximise revenue. To this end, some of the programs we conduct include residential programs for Brownies and Scouts, English-as-a-foreign-language programs for foreign students, National Citizenship Service programs for youngsters, soccer camps, dance camps, netball camps, and facilities for parents to drop off their kids for short periods. It will be our constant endeavour to increase capacity utilization and derive higher margins in the future. We also intend to add beds and dining halls in our existing centres which are attractively located in fast-growing markets. We are also always on the look-out for attractive new campuses to buy or lease. There is plenty of room for us to grow our organic bed base in the UK as well as to expand the brand overseas. PGL’s net revenues grew by ~16% in constant currency terms in FY15. PGL has relationships with the teachers and staff of more than 5,000 schools in the UK. The business runs on negative working capital, i.e. the activities are paid for before the children arrive, and thereby enjoys a high rate of return on capital employed. The outlook is robust over the medium term for a number of reasons, not least of all because of a mini baby boom in the UK. The Department for Education sees a 12% increase in the pupil population over the period 2014-2023f; pupil populations are forecast to reach levels last seen in the late 1970s. PGL is also gaining market share, mainly at the expense of the campuses run by local educational authorities (about 193 in number), which have been facing budget cuts. PGL is targeting more state-funded schools to gain market share and enhance capacity utilization at its campuses. We are keen to invest in more PGL campuses as we believe this brand has tremendous longevity and market recognition. We can take the model and our skills to many other markets in the world over time, including India. We are now running two owned campuses in Australia which we believe is a very attractive market for the medium term. The performance of the Australia division, now in its second year of operation, has been in line with internal expectations.

NST/EST/StudyLink/TravelWorks Our other brands within Education – NST, EST, StudyLink and TravelWorks – which together account for ~1/3rd of the net revenues of the Education business performed very well in FY15. These businesses saw net revenues growing by ~18% in constant currency terms in FY15. Business performance received a leg up in FY15 by the occurrence of two Easter holiday periods within the same financial year. NST is a 49-year-old brand which conducts experiential learning tours mainly for secondary school children (average group size of ~36 students) in the UK. We conduct more than 60 types of trips with detailed itineraries decided in consultation with the teachers. The tours may be within the country or international, and may include air fare, bus fare, rail fare, accommodation, tickets to museums/attractions, sightseeing, lab fees, lectures etc. The gross average billing per student works out to >GBP400. EST and StudyLink take UK higher-secondary school students and university students, respectively, on study visits and excursions (both within-country as well as outside) with the aim of enhancing their understanding of their core subject matter. The tours may include conferences, trade fairs, speeches from renowned experts etc. Our TravelWorks brand is involved with work, volunteer and internship placements abroad targeted mainly at German youth, including gap-year placements. We are pioneers in the education travel sector. We believe the future of education involves far greater emphasis on experiential learning and applied thought, as against learning through textbooks in the past. We have a tremendous opportunity before us to apply our experience of delivering NST/EST/StudyLink/TravelWorks in the UK and Germany by introducing such programs in other parts of the world.

Meininger We believe Meininger represents the future of lodging. Europe is the world’s largest lodging market and we expect Meininger to play a pivotal role in the renaissance of travel experience in Europe. Meininger’s unique selling proposition is to deliver a clean, safe stay for as little as EUR15 per night. Our hybrid hotels are a unique fit between a 3-star hotel and a hostel. We offer twin-bed rooms, 3-bed rooms, 4-bed rooms, 8-bed rooms or dorm-style accommodation at our 16 hotels in Europe, mainly concentrated in Germany and Austria. It is a tremendous value proposition for our guests, which

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helped us to drive bed occupancy of 75% in FY15. We believe profit growth in this business is limited only by the speed at which we can set up new hotels. We are following an asset-light strategy, wherein we focus purely on running the hotel; the land and building are owned by a landlord to whom we pay an annual lease rental. Landlords hold us in high regard, because we have been paying our rent even during lean years and during period of low occupancy. We typically lease a hotel from the landlord for 15-20 years. Meininger saw its net revenues grow by ~4% in GBP terms in FY15 (reporting currency). Bed occupancy rates rose by 420bps y-o-y to 75.0% in FY15. The Meininger brand occupies a position of primacy among school and college tour groups. About 20% of Meiningers overall revenues are driven by school and college tour groups. Our properties are generally located at city centres and/ or close to railway stations and airports. We sell our beds/rooms through various channels, i.e. online through our own Web site, through online travel agents, through travel agents, by email and directly over the phone. Guests at our hotels have the unique advantage of a full-fledged guest kitchen, where they can cook their own meals or warm up food brought from out. They even have access to laundry facilities on the premises. Since we target younger guests, wifi comes free with the stay. Breakfast is outsourced and is charged to guests at a competitive rate. Families that stay at our Meininger hotels enjoy the four-bed-with-bathroom-en-suite configuration. Businessmen like our central locations and our clean, no-fuss offering. Individual travellers also enjoy our convivial atmosphere and easy access to tourist hotspots. Meininger’s low capital intensity and high occupancy make it a business that is uniquely high on parameters such as return on capital invested. Many of our hotels are old hotels which have been renovated, refurbished, re-fitted and converted into a Meininger hotel. Our main capital investment is only in the soft furnishings at the hotel, including the beds. We believe Meininger will be a significant growth driver for the company over the medium to long term. There is a large vacuum in the branded hotel rooms market in Europe. A large proportion of the hotel room inventory in Europe belongs to ‘mom & pop’ establishments where service levels are low and declining. The hybrid hotel sector is attracting growth capital as investors increasingly see the size of the extant opportunity; the business has proved to be resilient even in the face of the European recession.

New initiatives In order to spearhead our asset-light expansion into Europe we have tied up with Europe’s largest real estate investment trust (REIT) Fonciere des Murs (FDM), a sub-fund of Fonciere des Regions. FDM has committed to buy properties worth EUR400m throughout Europe over the next four years as identified by Meininger. Each property may take between 6-30 months to come into operation once the landlord has completed the purchase and the lease is signed. We currently run about 7,023 beds and we intend to add aggressively over the next four years and beyond.

Others The ‘Others’ portion of our business substantially relates to our visa processing business. This business generated revenues of `86 crores in FY15 versus `32 crores in FY14. The business reported an EBITDA loss of `46 crores in FY15 versus an EBITDA loss of `22 crores in FY14. For the full year FY15 we incurred some sizeable start-up costs associated with a marquee contract to process India visas in the US.

New initiatives • Cox & Kings opened the India Visa Service Centre in Kuwait to cater to the visa requirements of people residing in Kuwait and planning to visit India. • CKGS announced the opening of Vietnam Visa Application Centre (VAC) in Kolkata, wherein The Embassy of the Socialist Republic of Vietnam in India has authorized CKGS to accept visa applications at their centre. • The Federation of Indian Associations (FIA) of the Tristate of New York, New Jersey and Connecticut, joined hands with CKGS, to open visa camps to facilitate visa processing for those residing in the Tristate area.

Annual Report 2014-15 | 33 Detailed financials Fixed assets, Capital work-in-progress & Goodwill ` in lakhs Particulars FY 2015 FY 2014 FY 2013 Gross Block Tangible 1,97,834 3,00,310 2,43,537 Intangible 27,410 23,005 16,739 Total 2,25,244 3,23,315 2,60,276 Less: Depreciation & Amortisation Tangible 28,528 71,490 55,769 Intangible 11,801 12,488 8,346 Total 40,329 83,978 64,115 Net block 1,84,915 2,39,337 1,96,161 Capital work-in-progress 1,562 4,397 1,151 Intangible assets under development 15,678 13,768 13,193 Goodwill on consolidation 3,27,258 4,05,320 2,73,329 Total 5,29,415 6,62,822 4,83,834 Net block as on March 31, 2015, was `1,849 crores, a constituting a fall of 23%, or `544 crores, over the previous year, mainly due to the sale of the Camping business. The net block of the company primarily relates to our land and building ownership at PGL centres in the UK, France and Australia, and furniture & fixtures across our global offices and hotels. Goodwill on consolidation fell by `781 crores, or 19% y-o-y, to `3,273 crores, partly due to the goodwill write-off on sale of Camping business (`552 crores) and partly due to a reduction in the value of goodwill held at UK subsidiary level due to the ` strengthening against the GBP (`229 crores).

Debt profile ` in lakhs Particulars FY 2015 FY 2014 FY 2013 Long-term debt 3,30,647 4,73,945 3,91,816 Short-term debt 15,000 34,634 25,636 Current portion of long-term debt 32,384 46,621 45,585 Current portion of lease finance obligations 15 3,160 4,588 Total gross debt 3,78,046 5,58,360 4,67,625 Cash and cash equivalents 1,40,568 1,37,863 1,26,925 Net debt 2,37,477 4,20,497 3,40,700 Our total gross debt fell by `1,803 crores y-o-y, or 32%, to `3,780 crores in as of March 31, 2015 as corporate actions taken by the company during the year resulted in prepayment of a substantial portion of the company’s acquisition-related borrowings. Net debt too fell by `1,830 crores y-o-y, or 44%, to `2,375 crores as of March 31, 2015. The reduction was primarily on account of (1) Qualified institutional placement of equity shares worth gross `1,000 crores in November 2014, (2) Sale proceeds from the sale of Camping business (gross consideration GBP 89.2m), (3) Warrant application money from promoters to the extent of `56 crores, (4) Reduction in value of foreign currency debt in ` terms (`161 crores) due to appreciation of rupee, all of which were negated by (1) increase in working capital to the extent of `387 crores. Our net debt to Shareholder’s funds ratio has reduced from 1.6x in FY14 to 0.7x in FY15.

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Shareholders’ funds ` in lakhs Particulars FY 2015 FY 2014 FY 2013 Share capital 8,466 6,826 6,826 Reserves & surplus 2,46,226 1,68,665 1,25,769 Minority interests 75,412 82,054 54,219 Warrants 5,615 - - Total 3,35,719 2,57,545 1,86,814 Total shareholders’ funds including minority interests and warrant application money rose by a net 30% y-o-y, or `782 crores, in FY15 to `3,357 crores as of March 31, 2015, mainly due to the `1,000 crores (gross) QIP placement. Minority interests fell by `66 crores y-o-y to `754 crores due to losses at the Prometheon Holdings (UK) subsidiary level, owing to the goodwill write-off on sale of the Camping business and foreign exchange loss on translation.

Non-current investments Our non-current investments did not move significantly in FY15.

Current assets (excluding Cash & cash equivalents) ` in lakhs Particulars FY 2015 FY 2014 FY 2013 Current investments 2,801 2,808 2,809 Inventories 2,363 1,991 1,859 Trade receivables 1,18,046 1,13,558 90,540 Short-term loans & advances 99,543 1,20,422 82,870 Other current assets 165 165 331 Total 2,22,918 2,38,944 1,78,409 Total current assets fell by `160 crores y-o-y to `2,229 crores as of March 31, 2015. The reduction was primarily on account of a reduction in short-term loans & advances.

Current liabilities (excluding short-term borrowings) ` in lakhs Particulars FY 2015 FY 2014 FY 2013 Trade payables 39,661 54,277 46,997 Other current liabilities (Excluding current portion of Debt) 1,32,883 1,62,014 1,21,498 Short-term provisions 8,408 6,433 3,756 Total 1,80,952 2,22,724 1,72,251 Total current liabilities reduced significantly by `418 crores y-o-y, or 18%, to `1,809 crores as of March 31, 2015, mainly due to a reduction in Income received in advance (i.e. unearned revenue). FY14 had a larger income received in advance due to the timing of Easter. It is important to bear in mind while analysing our current assets and current liabilities that these numbers represent the gross value of the transactions at hand on that date. By contrast, our Profit & Loss account including revenue line items are reported on the basis of net revenues, or our commission on these transactions. To elaborate further, net revenues are calculated as gross sales less direct expenses like air tickets, hotels, ground services and distribution commissions.

Annual Report 2014-15 | 35 Results of operations ` in lakhs Particulars FY 2015 FY 2014 FY 2013 Income from operations 2,56,909 2,30,759 1,80,874 Other income 5,346 4,307 5,879 Total 2,62,255 2,35,066 1,86,753 Total income rose 12% y-o-y to `2,623 crores (including Camping business) in FY15. Excluding Camping business, total income rose 15% y-o-y to `2,271 crores from `1,973 crores in the prior year. More details on growth in income have been given hereinbefore.

Expenditure ` in lakhs Particulars FY 2015 FY 2014 FY 2013 Employee benefit expenses Salaries & Wages 79,328 76,623 61,813 Others 12,072 10,856 7,763 Total employee benefit expenses 91,400 87,479 69,576 Other expenses Advertisement & publicity 14,036 10,568 12,511 Rent 14,968 13,828 5,353 Others 35,422 29,870 21,185 Forex (gain)/loss -68 -22,045 442 Total other expenses 64,358 32,221 39,491 Total expenditure 1,55,758 1,19,700 1,09,067 Total expenditure (excluding forex gain/loss) 1,55,826 1,41,745 1,08,625 Total expenditure (including Camping business) rose by 30% y-o-y to `1,558 crores. However, if one excludes gains or losses on foreign exchange, total expenditure (including Camping) rose 10% to `1,558 crores. Excluding Camping business and excluding gains or losses on foreign exchange, total expenditure rose by 17% y-o-y to `1,405 crores in FY15. Earnings before interest, tax, depreciation and amortization (EBITDA), including Camping business, fell to `1,065 crores in FY15, down 8% from `1,154 crores in FY14. However, EBITDA (excluding Camping and excluding forex gains and losses) grew by 13% to `867 crores. EBITDA (including Camping and excluding forex gains and losses) grew by 14% to `1,064 crores.

Profit before exceptional items and tax Our Profit before exceptional items and tax stood at `542 crores in FY15, down 18% from `659 crores in FY14. However, excluding the forex gains or losses, profit before exceptional items and tax stood at `542 crores in FY15, up 24% y-o-y from `439 crores in FY14. Finance costs were stable y-o-y at `324 crores. Depreciation and amortization expenses came in at `198 crores from `171 crores in the prior year. Depreciation and amortization expenses may fall in FY16 owing to the sale of Camping business which accounted for depreciation of `83 crores in FY15.

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Consolidated net profit after tax, minority interests and share of income from associates Our consolidated net profit after tax, minority interests and share of income from associates was lower year-on-year by 76% at `92 crores, as compared to `383 crores in the prior year. The fall in profits was mainly as a result of the net loss of `202 crores on sale of Camping division. We also incurred a one- time charge of `102 crores in FY15 on cancellation of forward hedges on the acquisition debt which was partly prepaid out of the Camping sale proceeds. Minority interests incurred a loss of `3 crores in FY15 on the account of the net loss on sale of Camping; minority interests made a profit of `64 crores in FY14. The minority interest is attributable to the share of the Rohatyn Group in Prometheon Holdings (UK) Limited, a Cox & Kings subsidiary which owns 100% of Holidaybreak Limited. Share of income from associates remained at a net loss of `2 crores in FY15, similar to the amount in FY14.

Cash flows ` in lakhs Particulars FY 2015 FY 2014 FY 2013 Net cash flow from operating activities 49,804 80,927 20,380 Net cash used in investment activities 101,337 (1,03,585) (21,066) Net cash flow from financing activities (121,664) (11,859) 25,677 Net increase/(decrease) in cash & cash equivalents 29,477 (34,516) 24,991 Net Cash Flow from Operating Activities for FY2015 was `498 crores. This comprised of Operating Profit before working capital changes of `1,047 crores, Change in Working Capital of `(387) crores and Taxes of `(162) crores. The figure of working capital change is primarily driven by a reduction in income received in advance (i.e. unearned revenue), which falls under Other current liabilities. The sale of Camping Division contributed to 2/3rd of the reduction, with the balance accounted for by the early start of Easter holiday period this year (2015). Net Cash from Investment Activities was `1013 crores during the year. Key components include `(154) crores of fixed asset purchase and proceeds from sale of Camping Division `835 crores. Net Cash used in Financing Activities was `(1217) crores. Key components include additional borrowings (mainly refinancing of old loans) `2,521 crores, repayment of loans `(4,128) crores, proceeds from QIP and issue of Warrants `1,056 crores and the interest payout of `(324) crores.

Below is a table providing key information on the Contingent liabilities. Contingent Liabilities ` in lakhs Particulars FY 2015 FY 2014 FY 2013 Guarantees 43,866 56,272 57,635 Tax Demands 13,670 13,346 13,862 Legal Claim not acknowledged as debt 1,126 1,393 1,071

Risk Management Risk is a natural accompaniment to every business and it is of paramount importance for every organization to identify, classify and mitigate risks that may impact its normal functioning. At Cox & Kings, with our operations spanning across 23 countries, every day we undertake thousands of unique transactions in multiple global currencies. To ensure our seamless working, we have developed a robust risk management framework containing requisite de-risking policies and strategies. A few of these include:

Annual Report 2014-15 | 37 Brand Risk: • Our growth will depend on our ability to sustain our brand and failure to do so will have a negative impact on our ability to compete in this industry and grow. • Risk Mitigation Strategy: Every year, we take several marketing measures to build and promote our brand. We understand that sustaining of our brand positioning would be strongly linked to our ability to provide high quality service levels and we have been consistently investing in the same.

Interest Rate Risk: • Changes in interest rate may negatively impact our cash outflows and profitability. • Risk Mitigation Strategy: Debt instruments have been an important contributor to our growth plans. We understand that interest rates can change and hence maintain comfortable interest coverage ratio. We took numerous steps during the year to reduce our debt and therefore interest costs. We brought our net debt to Shareholders’ funds ratio down to a very comfortable 0.7x in FY15 from 1.6x at the end of FY14. Our Net Debt/EBITDA ratio also fell to a healthy, capital-efficient 2.8x in FY15 (excluding Camping and forex gains or losses) from 4.5x in FY14 (including Camping and excluding forex gains or losses). Our interest coverage ratio (EBIT excluding forex gains or losses/Interest expense) rose to 2.67x in FY15 from 2.35 in FY14.

Currency Risk: • The revenues of overseas subsidiaries are in Pound Sterling, Japanese Yen, Australian Dollars, among others, while India inbound revenues are denominated in U.S. Dollars, Euro and Pound Sterling, among other. Fluctuations in exchange rates have direct impact on business, our debt levels and interest outgo. • Risk Mitigation Strategy: We normally charge our customers in the currency that we pay to our third-party partners or incur expenses in. Most of our interest outgo is also in the currency we earn and hence to a large extent is naturally hedged. On our USD debt, which is proportionally larger than our revenues in USD, we have taken hedge cover.

Competition Risk: • The travel & tour industry is highly fragmented with limited entry barriers and is highly competitive. • Risk Mitigation Strategy: We have created/acquired well established brands in each of our core business segments and are amongst the leading players in most geography that we operate in. Through our consistent investment in brand, technology and infrastructure we strive to stay ahead of the competition.

Economic Risk: • The Tours and Travel industry is a cyclical industry and is sensitive to changes in the economy in general. A slowdown in global economy in general and any of our focused economies in particular can unfavourably impact our business. • Risk Mitigation Strategy: Through a mix of diverse business segments and diverse geographies we have added considerable resilience to our business model. Additionally, our core education business is considerably more resilient to economic vagaries.

Attrition Risk: • Our ability to retain talent is critical to the orderly conduct of business and achievement of business growth. • Risk Mitigation Strategy: We understand that employees are our most critical assets and the biggest driver of our profitability. We have developed employee friendly policies and make consistent investments to attract, nurture and retain industry best talent.

Internal control system We have created sufficient internal control systems to ensure optimal asset utilization and preservation of its value. A four-member audit committee consisting of three independent directors including its chairman conducts periodical reviews to ensure accuracy of financial statements, safety of Company assets and compliance with applicable laws and regulations. Sturdy processes and systems have been created to ensure compliance to defined process and procedure at every level and are regularly monitored both internally and by a team of external auditors.

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Human capital We strongly believe that our sustenance and profitability is strongly linked to our ability to attract, nurture and retain industry best talent. For the very same reason, we have been consistently investing in our employees across all levels, in various ways. Through our extensive induction program, we help our new employees to blend into existing system with a strong positive mindset. The new joinees, through a mix of well-developed training and interactive programs, are familiarized with the company, the management, processes, policies and procedures. We conduct both technical and soft skill programs throughout the year to help our employees add skills, gain confidence and become a more effective team player. Keeping in mind the highly dynamic nature of the industry, during the year we conducted training on self-development, personality enhancement, smart selling, team building and team management across most major branches. We also conduct regular IT training programs to familiarize our employees with new systems and applications and also to keep them abreast with latest technologies. Trainings like first aid and CPR, self- defense and safety & fire prevention were also conducted during the year. We regularly conduct workshops for our employees across various levels to help them identify and address shortfalls if any, to bring about a wave of positive learning and to groom them become leaders in their own right. In addition to multitude of internal workshops that we conduct every year, we also actively invest in external management programs especially for our middle and senior management. A few of the external training program conducted during the year were: - Personal Effectiveness Workshop – A day long workshop that targeted all aspiring leaders conducted in Mumbai, New Delhi & Bangalore during the year with an objective to develop a positive attitude at a workplace. - Effective Selling Skills Program – A day long workshop conducted in Mumbai, Jaipur, New Delhi & Bangalore with an objective to help employees gain smart selling skills, improve the quality of their interactions especially with customer. - Basic Leadership Program – A two day program focused on developing leadership skills for the new leaders as well as pre-existing leaders of the organization. The program included 65% leaders of Cox and Kings and demonstrated ways to enhance basic managerial skills, coaching skills, team building skills, time management skills, quality, and motivation. - The 7 Habits of Highly Effective People Signature Program: Conducted with an objective of making individuals and leaders more effective and thereby helping organization achieve sustained superior results. Twenty two of our senior management employees gained valuable insights on topics like, how to achieve greater productivity, improve communication, strengthen relationships, increase their sphere of influence, and develop laser-like focus on critical priorities through this program. As an organization, we strongly believe in and promote meritocracy driven culture. Rewards & employee recognition across multiple platforms form an integral part of our human resource development strategy. A few of the recognition programs that we conduct every year include: - Pinnacle – Conducted every month to recognize and award exemplary performers of the month at individual business unit/functional level. - Pinnacle Star - Conducted every year where top three performers for the fiscal year at individual business unit/ functional level are awarded. - Phoenix: A franchise store specific program conducted monthly, quarterly and annually to recognize the outstanding work of area sales manager, store managers & counter staff. - C & K Long Service Award: An award to felicitate employee loyalty to the Company for their dedicated service on their successful completion of 5 years, 10 year, 15 years+ with the Company.

Annual Report 2014-15 | 39 Fast growth and expansion may at times lead to unintentional overlooking of possible discontentment. We believe that it is important to identify concerns early and take appropriate corrective actions. For the same reason our employees experience strong connect with not just their immediate superior but also our senior leaders. We also conduct skip level meetings where our HR Head connects with the staff across all grades at individual business unit level. In this interactive session our leaders put themselves mostly in listen mode to get staff views, suggestions and thoughts on how to improve the work culture, productivity and performance of the company and also of their individual their business unit/ functional level.

Important forecast for the coming year We will consolidate our presence in the leisure business by building market share in India’s highly fragmented travel industry. We will expand our franchise network judiciously within India, while boosting our global agent network. We will continue to consolidate our global buying power; higher volumes lead to greater bargaining power with suppliers. We will expand our powerful Education brands into newer geographies. We will also further entrench the Meininger brand in Europe while introducing it into newer markets. On the whole, your company is less likely to be severely affected by adverse economic environments, whether in India or globally, than it has been in the past. Cox & Kings is now a solid financial platform. We intend to further strengthen our balance sheet over the next one year, while ensuring that funds for expansion of business are made available. The deleveraging and capital efficiency exercises of the last one year will lead to lower interest costs in FY16.

40 | Cox & Kings Limited Business Overview Management Discussion & Analysis Statutory Reports Financial Statements

Directors’ Report

Dear Shareholders,

Your Directors are pleased to present the 75th Annual Report and the audited financial statement for the financial year ended March 31, 2015

Financial Performance The company’s financial performance, for the year ended March 31, 2015 is summarized below: (` in lakhs) Particulars Standalone Results Consolidated Results 2014-15 2013-14 2014-15 2013-14 Net Sales & Other income 48,059 47,256 256,909 235,066 Profit before Taxation 22,235 19,295 23,365 61,334 Provision for Taxation 8,117 8,027 14,326 16,428 Profit After Tax 14,117 11,268 9,178 38,317 Proposed Dividend (inclusive of dividend tax) 1,693 1,597 Earnings Per Share (`) 9.56 8.25 6.22 28.07

Dividend The Directors are pleased to recommend a Dividend of 20% (` 1/- per equity share of ` 5/- each) to be appropriated from the profits of the financial year ended March 31st, 2015, subject to the approval of the shareholders at the ensuing Annual General Meeting. The Dividend will be paid in compliance with applicable regulations. The dividend, if declared as above, would involve an outflow of ` 1693 Lacs towards dividend and ` 354 Lacs towards dividend tax, resulting in a total outflow of ` 2047 Lacs. The dividend will be paid to members whose names appear in the Register of Members as on 18th September, 2015. In respect of shares held in dematerialised form, it will be paid to members whose names are furnished by National Securities Depository Limited and Central Depository Services ( India) Limited, as beneficial owners as on that date. The dividend payout for the year under review has been formulated in accordance with the Company’s policy to pay sustainable dividend linked to long-term performance, keeping in view the Company’s need for capital for its growth plans and the intent to finance such plans through internal accruals to the maximum.

Company’s Performance FY15 has been a year of growth and consolidation for the Group. The business displayed robust growth, with especially strong contributions from the Education business. In the leisure space, despite a relatively tepid global growth environment, C&K brands displayed a robust increase in revenues together with steady profitability. During the year, your Company strengthened the Balance Sheet through strategic divestitures and a qualified institutional placement (QIP) of equity shares; as a result, group gross debt fell from `5,584 crores at the end of FY14 to `3,780 crores as of March 31, 2015. Group net revenues (excluding Camping) grew by 15% y-o-y to `2,271 crores in FY15 while profit before exceptional items and tax stood at `542 crores in FY15, down 18% y-o-y from `659 crores in FY14. However, on a normalized basis, i.e. excluding forex gains or losses, profit before exceptional items and tax stood at `542 crores in FY15, up 24% y-o-y from `439 crores in FY14. The Company’s consolidated net profit after tax, exceptional items, minority interests and share of income from associates was lower year-on-year by 76% at `92 crores, as compared to `383 crores in the prior year. Exceptional items included a net loss of `202 crores on the sale of Camping division, a one-time charge of `102 crores on cancellation of forward hedges on acquisition debt, and a restructuring charge of `4 crores. Leisure – India C&K Leisure – India business grew robustly during the year. Net revenues were up 15% to `481 crores, while EBITDA grew 14% to `236 crores. EBITDA margins were stable at ~49%. Your Company continues to further entrench its dominant position in the holiday market, with customers preferring us for our wide bouquet of travel destination choices delivered across multiple price points. Today C&K operates through our powerful network of 12 own stores, 142 franchisees and 90 preferred sales agents. Your Company’s market share has been growing steadily over the last few years as we grow at rates faster than the industry. Your Company sheer size

Annual Report 2014-15 | 41 enables us to secure the best possible deals from airlines, hotels and other vendors, which in turn enables the Company to offer the best value proposition to the Indian traveller. Your Company’s B2B businesses also performed well this year as it invested aggressively in strengthening its relationship with key customers. Meetings, incentives, conferences and events (MICE) are now a routine part of corporate culture and we see a bright future for this business as the economy grows. We are also very strong in Business Travel, offering the best-value, customized, flexible solutions to our corporate customers. While inbound business did not grow rapidly in FY15 we believe over the long term this business may be a significant growth driver as the Indian government increasingly views tourism as a key avenue of employment generation.

Leisure – International C&K Leisure – International business grew steadily during the year. Net revenues were up 6% to `650 crores, while EBITDA grew 9% to `236 crores; EBITDA margins rose slightly to ~36%. Growth was driven mainly by U.K. and U.S. geographies. The outlook for this business is positive due to higher tax-free withdrawals of annuities allowed for U.K. pensioners from April 2015, a stronger pound, and stability in U.K. politics. Although this business has historically grown at a slower rate than other businesses, it occupies a niche position in several markets and produces a steady stream of cash flow. Leisure – International also enjoys a substantial amount of repeat business. C&K continues to leverage the strong vendor relationships across all the Leisure – International sub- divisions to deliver the best value for our customers around the world. According to WTTC, the global travel market direct contribution to GDP is likely to grow by 3.9% p.a. over 2015e-2025f. In recent years, the global travel market has outpaced so called ‘hot’ sectors such as financial services, healthcare and automotives, according to WTTC. More tourists than ever are crossing international borders every year, 1.14 billion in 2014 alone. Direct international receipts from tourism have reached US$1.38 trillion in 2014; this is expected to grow at 4.2% p.a. over 2015e-25f to reach US$2.14 trillion. Businesses denominated in U.K. pound sterling dominate the revenue line, amounting to as much as 60% of the overall net revenues. Your Company U.S., Australia and U.A.E. businesses account for about ~10% each, while Japan and others make up the rest. The diversified nature of revenue streams by product lines and geographies makes this business an important cog in the wheel.

Education Education business grew strongly in FY15. Net revenues were up 19% at `640 crores, while EBITDA grew 16% to `262 crores, driven by strong performances at both PGL and NST. At PGL, the Company continues to take market share from the state-funded sector in the U.K. as local education authorities suffer from budget cuts. We are also increasing capacity utilization by introducing new programs during the summer- holiday period and during the shoulders of winter. We are also introducing new programs and packages to increasing our capacity utilization during the weekends. The performance of the Australia division, now in its second year of operation, has been in line with internal expectations. The NST business grew very strongly this year, partly because of the benefit of two Easter holiday periods falling within one financial year. The long-term outlook for Education business is robust for a number of reasons, not least of all because of a mini baby boom in the U.K. The Department for Education sees a 12% increase in the pupil population over the period 2014-2023; pupil populations are forecast to reach levels last seen in the late 1970s. We are pioneers in the business of experiential learning. The classroom method of learning is increasingly redundant in the 21st century and we intend to capitalize on the tremendous organic growth opportunities in this business by introducing our skills and brands in multiple geographies over the medium term.

Meininger The Meininger hybrid hotels business grew reasonably well in FY15. Net revenues were up 8% at `356 crores, while EBITDA grew 25% to `124 crores, driven by higher occupancy and consequently higher average bed rates. Meininger’s ability to deliver a clean, safe stay for as little as EUR15 per night in city-centre locations is a tremendous value proposition for our guests. The business enjoyed a high bed occupancy rate of 75% in FY15, up 420bps y-o-y. Your Company believe Meininger will be a significant growth driver for C&K over the medium to long term. In order to spearhead our expansion we have tied up with Europe’s largest real estate investment trust (REIT), Fonciere des Murs

42 | Cox & Kings Limited Business Overview Management Discussion & Analysis Statutory Reports Financial Statements

(FDM). FDM has committed to buy properties worth EUR400m throughout Europe over the next four years, which will be converted into Meininger hotels. We currently run ~7,000 beds and we intend to add aggressively over the next four years and beyond, both within Europe as well as outside.

Others The ‘Others’ portion of the business substantially relates to outsourced visa processing services to diplomatic missions around the world. This business generated revenues of `86 crores in FY15 versus `32 crores in FY14. The business reported an EBITDA loss of `46 crores in FY15 versus an EBITDA loss of `22 crores in FY14. For the full year FY15 we incurred some sizeable start-up costs associated with a marquee contract to process India visas in the US.

Consolidated Financial Statements In accordance with the Companies Act, 2013 (“the Act”) and Accounting Standard (AS) -21 on Consolidated Financial Statement read with AS-23 on Accounting for Investments in Associates and AS-27 on Financial Reporting of Interest in Joint Ventures, the Audited Consolidated Financial Statements are provided in the Annual Report.

Subsidiaries & Associates During the year, the Board of Directors reviewed the affairs of the Subsidiaries. In accordance with the Section 129(3) of the Companies Act 2013, your Company has prepared the consolidated financial statements of the Company and all its subsidiaries, which form part of the Annual Report. A report on the performance and financial position of each of the subsidiaries, associates and joint venture companies as per the Companies Act, 2013 is provided to the consolidated financial statement and hence not repeated here for the sake of brevity. Details of major subsidiaries of the Company and their business operations during the year under review are covered in the Management’s Discussion and Analysis Report. The Policy for determining material subsidiaries as approved may be accessed on the Company’s website at the link http://www.coxandkings.com/downloads/investor-relations/material-subsidiary-policy.pdf. During the Year under review, following subsidiary have become or ceased to be Company’s subsidiaries. Companies which have become subsidiaries during the financial year 2014-15 1. Cox and Kings PGL Camps Pty Limited 2. Meininger Finance Co Limited 3. Meininger Paris SCI 4. Superbreak Mini-Holidays Transport Limited

Companies which ceased to be subsidiaries during the financial year 2014-15 1. Greenbank Holidays Limited 14. Camping Division Limited 2. RM & Reise Marketing & Services GmbH 15. Sites Services SARL 3. Parkovi Sunca d.o.O. 16. Greenbank Packages Limited 4. Camping in Comfort BV 17. Greenbank Services Limited 5. Keycamp Holidays Netherlands BV 18. Own A Holiday Home Limited 6. Keycamp Holidays (Ireland) Limited 19. Holidays Limited 7. Eurosites AS 20. Select Sites Limited 8. Holidaybreak Reisevermittlung GmbH 21. Starvillas Limited (formerly Eurocamp Travel GmbH) 9 Depot Starvillas SARL 22. Chalets de France Ltd 10. Eurocamp Independent Limited 23. GHL Transport Limited 11. Eurocamp Limited 24. Eurosites BV 12. Eurocamp Travel (Schweiz) AG 25. Prometheon Holdings Ltd 13. Eurocamp Travel BV

Annual Report 2014-15 | 43 Other updates

a. Qualified Institutional Placement During the year, under review your company successfully placed 3,27,87,000 equity shares through the process of Qualified Institutional Process (QIP) and raised an amount of ` 1000 crores consequent to the above. b. Preferential Allotment On 6th January, 2015, the Company had issued and allotted 72,50,000 Warrants to Standford Trading Private Limited, a promoter group entity, entitling for subscription of equivalent number of equity shares of ` 5/- each at a price of ` 309.82/- per Warrant including premium of ` 304.82/- aggregating to ` 224.61 Crores . The warrants has the option of converting into the equity shares of the Company within a period of 18 months. The Warrants on conversion into equity shares shall rank pari-passu with the existing equity shares of the Company.

c. Sale of Camping Division by Holidaybreak Limited, Subsidiary of the Company Focusing on the strategy of becoming a leading Leisure & Education travel group and to have a global footprint with market leadership positions in its core business, the Company sold the Camping Division of its subsidiary Holidaybreak Limited to Homair Vacances for a total consideration £89.2 mn in September 2014. The Camping Division provided outdoor family holidays on over 170 third-party owned campsites across 12 European countries. Your Company had acquired the Camping Division as part of its acquisition of Holidaybreak in 2011.

d. PGL opens its second center in Australia During the year, PGL, a subsidiary of Holidaybreak Ltd, the European Education and Leisure specialist group added its second site, Camp Rumbug in Australia, as part of its plan to expand in Australia. Camp Rumbug is located in the majestic hills of South Gippsland, two hours south-east from Melbourne’s central business district and is set on 200 acres of temperate rainforest overlooking Wilsons Promontory National Park. Accommodation comprises of a total of 260 beds in two purpose-built buildings. PGL’s first centre in Australia Campaspe Downs is located on the outskirts of the Macedon Ranges, close to Kyneton an hour’s drive north from Melbourne. PGL Campaspe Downs offers 350 beds. Local attractions include Hanging Rock, Organ Pipes National Park and Mt Macedon National Park, as well as historic townships and museums. PGL has been operating school camps, adventure centres and retreats in the UK and Europe since 1957. PGL operates 25 centres in the UK, Europe & Australia.

e. Meininger During the year, MEININGER Holding GmbH, subsidiary of the Company and Foncière des Régions, through its subsidiary Foncière des Murs, formed a commercial partnership in respect of the sourcing by MEININGER and acquisition by Foncière des Régions of hotel property investment opportunities primarily in European gateway cities, to be leased to and managed by MEININGER under the “MEININGER” brand. Primary cities targeted include Amsterdam, Barcelona, Brussels, Berlin, Geneva, Hamburg, Frankfurt, London, Madrid, Milan, Munich, Paris, Rome, Vienna and Zurich, In addition other cities in both Western and Eastern Europe where the MEININGER brand is likely to be popular are also planned for expansion. MEININGER will operate these hotels under its brand in a lease structure. MEININGER will also provide other services appropriate to its brand.

f. Rating CARE, the rating agency, has upgraded the rating of Long Term Bank Facilities and issue of Non-Convertible Debentures of the Company to ‘CARE AA’ (Double A) from the exiting ‘CARE AA-’ (Double A Minus). Instruments with this rating indicate high degree of safety for timely servicing of debt obligations and carry very low credit risk. CARE, has also enhanced the Commercial Paper issue of the Company from the existing `750 Crores to `825 crores. The rating to the Commercial Paper issue has been reaffirmed to the highest short term rating, ‘CARE A1+’ (A One Plus). Instruments with this rating indicate very strong degree of safety regarding timely payment of financial obligations and carry lowest credit risk.

44 | Cox & Kings Limited Business Overview Management Discussion & Analysis Statutory Reports Financial Statements

g. Change of Depository for GDR issue from CitiBank NA to Bank of New York and Mellon (BNY) With effect from 20th January, 2015, The Bank of New York Mellon, had been appointed as successor depositary to Citibank, N.A by the Company for its Global Depositary Receipt (GDR) program. The GDR of the Company are listed on Luxembourg Stock Exchange. h. Completion of comprehensive refinancing During the year under review, Holidaybreak Limited completed a comprehensive refinancing of Holidaybreak Limited and Prometheon Holding (UK) Limited banking facilities. The new £245 millon facility is provided jointly by Holidaybreak’s existing lenders and new lenders. The refinancing removes legacy acquisition finance debt, reduces finance costs, simplifies considerably the borrowing arrangements, enhances covenant flexibility, extends the maturity to September 2019 and September 2020, and diversifies the sources of lending. Prometheon Holding (UK) Limited debt facilities have been repaid in full and as a consequence the corporate guarantee from Cox & Kings Ltd. against this loan is released. Your Company had acquired Holidaybreak Limited, the Education Activity and Leisure Specialists travel group in 2011 through its subsidiary Prometheon Holdings (UK) Limited. i. Re-financing by subsidiary Company Prometheon Enterprise Limited During the year under review, Prometheon Enterprise Limited, wholly owned subsidiary of the Company, refinanced US$ 200 millon facility for a tenor upto 2021. The debt replacement plan achieves following key benefits for the company:– 1. The loans being repaid had an average maturity of 2.50 years whereas the new loan has an average maturity of 5.17 years. 2. The new loan provides interest savings by improving the IRR. j. Legal proceedings with Indian Railway Catering & Tourism Corporation (IRCTC) with respect to Royale Indian Rail Tours Limited The Royale Indian Rail Tours Limited is 50: 50 joint-venture between IRCTC and the Company. The Supreme Court had directed both the parties to go for arbitration. The arbitration proceeding has been initiated by your Company and at present the proceedings are underway as per the directions of Arbitration Tribunal. As regard to the CLB petition filed by IRCTC, the said petition is posted for hearings in August 2015 and onwards.

Directors Reappointments: In accordance with the provisions of the Act and the Articles of Association of the Company, Mr. ABM Good, Director of the Company, retire by rotation at the ensuing Annual General Meeting and being eligible have offered himself for re-appointment. Declaration by Independent Directors: The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under the Act and Clause 49 of the Listing Agreement with the Stock Exchanges. Board Evaluation: The Company has devised a Policy for performance evaluation of Independent Directors, Board, Committees and other individual Directors which includes criteria for performance evaluation of the non-executive directors and executive directors. The evaluation of all the Directors and the Board was conducted based on the criteria and framework adopted by the Board. The Board approved the evaluation results as collated by the nomination and remuneration committee.

Board Evaluation Process The performance evaluation of the Board, its Committees and individual Directors was conducted and the same was based on questionnaire and feedback from all the Directors on the Board as a whole, its Committees and individual Directors. The Chairperson of the “Nomination and Remuneration Committee” (NRC) held discussions with each of the Directors of the Company and obtained their feedback on overall Board effectiveness as well as on each of the other Directors. Based on the questionnaire and feedback, the performance of every Director was evaluated in the meeting of the NRC.

Annual Report 2014-15 | 45 Some of the key criteria for performance evaluation, as laid down by the NRC were as follows- Performance evaluation of Directors: • invests time in understanding the company & its unique requirements. • Demonstates professional behaviour, prudence & diligence consistently • Possesses knowledge of financial & other performance metrics for reviewing the organisation performance • brings in external knowledge & perspective to the table for discussion Performance evaluation of Board and Committees: • Board structure and composition • Degree of fullment of key responsibilities • Establishment and delineation of responsibilities to Committees • Effectiveness of Board Processes, Information and Functioning • Board Culture and Dynamics • Quality of relationship between the Board and Management • Efficiency of communication with External Stakeholders • Contributes effectively towards development & periodic review of organisation strategy. Familiarisation Programme: To familiarise the new directors with the strategy, operation and functions of the Company, the Company make presentations to the new directors about the Company’s strategy, operations, product and service offering, market, organisation structure, finance, human resources, technology, quality, facilities and risk management. The details of programmes for familiarisation of Independent Directors with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company and related matters are put up on the website of the Company at the link: http://www.coxandkings.com/downloads/investor- relations/familiarisation-programme-for-independent-directors.pdf. Board diversity: Your company recognises and embraces the importance of a diverse board in its success. We believe that a truly diverse Board will leverage difference in thoughts, perspective, knowledge, skill, regional and industry experience, cultural and geographical background, age ethnicity and gender which will help us retain our competitive advantages. The Board has adopted the Board Diversity Policy which set out the approach to diversity of the Board of Directors. The Board Diversity Policy is available on website of the Company at the link: http://www.coxandkings.com/downloads/ investor-relations/board-diversity-policy.pdf. Board Meetings: Six meetings of the Board of Directors were held during the year. For further details, please refer report on Corporate Governance forming part of this Annual Report.

Directors’ Responsibility Statement Pursuant to the requirement under Section 134 of the Companies Act, 2013, with respect to Directors’ Responsibility Statement, it is hereby confirmed that: (a) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures; (b) the directors had 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 at the end of the financial year and of the profit and loss of the company for that period; (c) The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities; (d) The directors had prepared the annual accounts on a going concern basis; and (e) The directors, in the case of a listed company, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively. (f) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

46 | Cox & Kings Limited Business Overview Management Discussion & Analysis Statutory Reports Financial Statements

Board Committees Your Company has constituted the following Committees: • Audit Committee • Stakeholders Relationship Committee • Nomination and Remuneration Committee • Corporate Social Responsibility and Governance Committee • Risk Management Committee a. Audit Committee The Audit Committee of the Company is constituted in line with the provisions of Clause 49 of the Listing Agreement and Section 177 of the Companies Act 2013. The Audit Committee oversees of the Company’s financial reporting process and the disclosure of its financial information to ensure that the financial statements are correct, sufficient and credible.

Composition of the Audit Committee: Sr. No. Name Category 1 Mr. M. Narayanan (Chairman) Independent, Non Executive 2 Mr. Pesi Patel Independent, Non Executive 3 Mr. S. C Bhargava Independent, Non Executive 4 Mr. A. B. M. Good Non Executive All the recommendation of the Audit Committee has been accepted by the Board. b. Stakeholders Relationship Committee The Stakeholders Relationship Committee is primarily responsible to review all matters connected with the Company’s transfer of securities and redressal of shareholders’/investors’/security holders’ complaints. The Committee also monitors the implementation and compliance with the Company’s Code of Conduct for Prohibition of Insider Trading.

Composition of the Stakeholders Relationship Sr. No. Name of Director Executive/Non Executive 1 Mr. Pesi Patel (Chairman) Independent, Non Executive 2 Mr. M. Narayanan Independent, Non Executive 3 Mr. S. C Bhargava Independent, Non Executive 4 Mr. A. B. M. Good Non Executive c. Nomination and Remuneration Committee The Nomination and Remuneration Committee shall identify persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down, recommend to the Board their appointment and removal and shall carry out evaluation of every director’s performance. The Committee shall formulate the criteria for determining qualifications, positive attributes and independence of a director and recommend to the Board a policy, relating to the remuneration for the directors, key managerial personnel and other employees. Composition of the Nomination and Remuneration Committee is as under Sr. No. Name of Director Executive/Non Executive 1 Mr. Pesi Patel (Chairman) Independent, Non Executive 2 Mr. M. Narayanan Independent, Non Executive 3 Mr. S. C Bhargava Independent, Non Executive 4 Mr. A. B. M. Good Non Executive 5. Mr. Peter Kerkar Non Executive The details of Nomination and Remuneration Policy of the Company is available on the website of the Company at www.coxandkings.com

Annual Report 2014-15 | 47 D. Corporate Social Responsibility and Governance Committee The Committee’s prime responsibility is to assist the Board in discharging its social responsibilities by way of formulating and monitoring implementation of the framework of ‘corporate social responsibility policy’, observe practices of Corporate Governance at all levels, and to suggest remedial measures wherever necessary.

Composition of the Committee Sr. No. Name of Director Executive/Non Executive 1 Ms. Urrshila Kerkar Executive 2 Mr. Peter Kerkar Non-Executive 3 Mr. S.C. Bhargava Independent, Non Executive

E. Risk Management Committee The Risk Management Committee (RM Committee) was constituted by the Board on 20th November 2014 adhering to the requirements of the Companies Act, 2013 and Clause 49 of the Listing Agreement. The Committee’s prime responsibility is to implement and monitor the risk management plan and policy of the Company. The Committee’s constitution meets with the requirements of Clause 49 of the Listing Agreement.

Composition of the Committee Sr. No. Name of Director Executive/Non Executive 1 Mr. Peter Kerkar Non-Executive 2 Mr. Pesi Patel Independent, Non Executive 3 Mr. S.C. Bhargava Independent, Non Executive

Auditors and Auditors’ Report M/s. Chaturvedi & Shah, Chartered Accountants, Statutory Auditors of the Company, hold office until the conclusion of the ensuing Annual General Meeting and being eligible, offer themselves for the re-appointment. The Company has received a certificate from the Auditors to the effect that their re-appointment, if made, would be within the prescribed limits under Section 141(3)(g) of the Companies Act, 2013 and they are not disqualified for re-appointment. The notes on Financial Statement referred to in the Auditors’ Report are self explanatory and does not call for any further comment.

Secretarial Audit Report The Board has appointed Mr. Virendra Bhatt, Practicing Company Secretary, to conduct Secretarial Audit of the Company for financial year 2014-15. The Secretarial Audit Report for the financial year ended March 31st, 2015 is annexed herewith as Annexure I to this Report. The Secretarial audit Report does not contain any qualification or adverse remark.

Fixed Deposits Your Company has not accepted any fixed deposits within the meaning of Section 73 of the Companies Act, 2013 during the year.

Management’s Discussion and Analysis Report The Management’s Discussion and Analysis on Company’s performance – industry trends and other material changes with respect to the Company and its subsidiaries pursuant to Clause 49 of the Listing Agreement is presented in a separate section forming part of the Annual Report.

Corporate Social Responsibility It is your Company’s intent to make a positive difference to society. As its operations have expanded to new geographies, your Company has retained a collective focus on various areas of CSR that impact the environment, people and their health and society at large. In particular, the Company focuses its efforts on promotion of education, promotion of gender equality and empowering women, improving health especially amongst children, Ensuring environmental sustainability and Animal Welfare.

48 | Cox & Kings Limited Business Overview Management Discussion & Analysis Statutory Reports Financial Statements

Detailed information on the initiative of the Company towards CSR activities is provided as Annexure II to the Director Report.

Extract of Annual Return Pursuant to Section 92 of Companies Act 2013, every Company is required to prepare Annual Return for the previous financial year. Under subsection (3) of the said Section, it is also mandatory to enclose the extract of the Annual Return with Director Report. The extract of the Annual Return as prescribed is enclosed as Annexure III to the Director Report.

Related Party Transactions All contracts/arrangements/transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an arm’s length basis. During the year, the Company had not entered into any contract/arrangement/transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions. The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board may be accessed on the Company’s website at the link: http://www.coxandkings.com/downloads/investor-relations/ policy-on-related-party-transaction.pdf Your Directors draw attention of the members to Note 26 to the standalone financial statement which sets out related party disclosures.

Particulars of Loans given, Investments made, Guarantees given and Securities provided Particulars of loans given, investments made, guarantees given and securities provided along with the purpose for which the loan or guarantee or security is proposed to be utilized by the recipient are provided in the standalone financial statement (Please refer to Note 11 to the standalone financial statement).

Risk Management Risk Management and Compliance processes form an integral part of your Company. A sound risk management framework improves decision making, defines opportunities and mitigates material events that may impact shareholder value. The Group’s risk management framework outlines risk management processes by way of a guideline for adoption across the various businesses, helping in identifying, assessing and mitigating risks that could materially impact the individual entity’s performance in achieving its stated business objectives. The Policy on Risk Management as approved by the Board may be accessed on the Company’s website at the link: http://www.coxandkings.com/downloads/investor-relations/risk-management-policy.pdf

Vigil Mechanism/Whistleblower Policy Companies Act, 2013 provided that every listed company shall establish a “vigil mechanism” for director and employees to report genuine concerns and shall provide for adequate safeguard against victimisation of persons who use such mechanism. It further states that the company shall make provisions for direct access to the chairperson of the Audit Committee in appropriate or exceptional cases. Accordingly, your Company has framed a Whistleblower Policy to ensure that complaints are resolved quickly in an informal and conciliatory manner, confidentiality is maintained and both the complainant and the person against whom the complaint is made are protected. The whistle blower policy may be accessed on the Company’s website at the link http://www.coxandkings.com/downloads/investor-relations/whistleblower- policy.pdf

Details in respect of adequacy of internal financial controls with reference to the Financial Statements Your Company has designed and implemented a process driven framework for Internal Financial Controls (“IFC”) within the meaning of the explanation to Section 134 (5) (e) IFC of the Companies Act, 2013. For the year ended 31st March, 2015, the Board is of the opinion that the your Company has sound IFC commensurate with the nature and size of its business operations; wherein controls are in place and operating effectively and no material weaknesses exist. Your Company has a process in place to continuously monitor the existing controls and identify gaps, if any, and implement new and/or improved controls wherever the effect of such gaps would have a material effect on the Company’s operation.

Annual Report 2014-15 | 49 Corporate Governance The Company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance requirements set out by SEBI. The Report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement forms part of the Report. The requisite Certificate from the Auditors of the Company confirming compliance with the conditions of Corporate Governance as stipulated under the aforesaid Clause 49 is attached to this Report.

Particulars of Employees and related disclosures The information required under section 197 of the Act read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given below.

a. The ratio of remuneration of each director to the median remuneration of the employees of the company for the financial year: Executive Director Ratio to median remuneration Ms. Urrshila Kerkar 51.35%

Non Non-Executive Director Mr. A.B.M. Good Nil Mr. Peter Kerkar Nil Mr. Pesi Patel 1.80% Mr. S. C. Bhargava 1.80% Mr. M Narayanan 1.80% b. The percentage increase in remuneration of each director, chief executive officer, chief financial officer, company secretary in the financial year: Directors, Chief Executive Officer, % increase in remuneration Chief Financial Officer & Company Secretary in the financial year Mr. A.B.M Good Nil Mr. Peter Kerkar Nil Ms Urrshila Kerkar Nil Mr. Pesi Patel Nil Mr. S.C. Bhargava Nil Mr. M Narayanan Nil Mr. Anil Khandelwal (Chief Financial Officer) 6% Ms Rashmi Jain (Company Secretary) 23.50% c. The percentage increase in the median remuneration of employees in the financial year: 3.72% d. The number of permanent employees on the rolls of company: 1806

e. The explanation on the relationship between average increase in remuneration and company performance: On an average, employees received an annual increase of 8% in India. The individual increments varied from 4% to 12%, based on individual performance. The increase in remuneration is in line with the market trends & the industry. In order to ensure that remuneration reflects Company performance, the performance linked variable pay is linked to Business Unit’s performance, organization’s performance and an individual’s performance.

50 | Cox & Kings Limited Business Overview Management Discussion & Analysis Statutory Reports Financial Statements

f. Comparison of the remuneration of the key managerial personnel against the performance of the Company: (` in Crores)

Aggregate remuneration of key managerial personnel (KMP) in FY 15 3.63 Net Revenues 480.58 Remuneration of KMPs (as % of revenue) 0.76% Profit before Tax (PBT) 222.34 Remuneration of KMP (as % of PBT) 1.63% g. Variations in the market capitalisation of the Company, price earnings ratio as at the closing date of current financial year and previous financial year: Particulars March 31, 2015 March 31, 2014 % change Market Capitalisation (` In Crores) 5,490.03 2,188.81 150.82% Price Earning Ratio 33.92 19.43 74.54% h. Percentage increase or decrease in the market quotations of the shares of the company in comparison to the rate at which the Company came out with the last Public offer: Particulars March 31, 2015 December 9th, 2009 % Change Market Price (BSE) 323.35 165* 95.96% Market Price (NSE) 324.25 165* 96.51% * share price has been adjusted pursuant to the split of face value from ` 10 each to ` 5 each in the month of June 2011. i. Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration: The average annual increase was around 7.39%. However, during the course of the year, the total increase is approximately 8%, after accounting for promotions and other event based compensation revisions. Increase in the managerial remuneration for the year was 3.79% j. Comparison of each remuneration of the Key managerial personnel against the performance of the Company: (` in Crores) Ms Urrshila Kerkar Mr. Anil Khandelwal Ms Rashmi Jain (Whole Time Director) (Chief Financial Officer) (Company Secretary) Remuneration in FY 15 2.0 1.33 0.30 Revenue 480.58 480.58 480.58 Remuneration (as % of revenue) 0.42% 0.28% 0.06% Profit before Tax (PBT) 222.34 222.34 222.34 Remuneration (as % of PBT) 0.90% 0.60% 0.13% k. The key parameters for any variable component of remuneration availed by the directors: The remuneration to Whole Time Director involves payment of fixed remuneration as approved by the members of the Company. The remuneration to non Executive Directors involves sitting fees for attending meeting of the Board and Committees and commission based on the approval of the Members. l. The ratio of remuneration of the highest paid director to that of employees who are not directors but receive remuneration in excess of the highest paid director during the year: None

Annual Report 2014-15 | 51 m. Affirmation that the remuneration is as per the remuneration policy of the Company: The Company affirms remuneration is as per the remuneration policy of the Company. n. The statement containing particulars of employees as required under section 197 (12) of the Act read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in a separate annexure forming part of this report. Further, the report and the accounts are being sent to the members excluding the aforesaid annexure. In terms of section 136 of the Act, the said annexure is open for inspection at the Registered Office of the Company. Any shareholder interested in obtaining a copy of the same may write to the Company Secretary.

Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo The Company has no activity relating to conversation of energy or technology absorption. The Company continued to be a net foreign exchange earner during the year. The figures for the foreign exchange earnings and outgo are as follows;

Foreign Exchange Earnings: ` 8,616 Lacs (Previous Year ` 8,090 Lacs)

Foreign Exchange Outgo: `747 Lacs (Previous Year ` 615 Lacs) (Other than in the normal course of the business as Tour Operator and Foreign Exchange Restricted Authorised Dealer)

Awards and Recognition: India • ‘Best Outbound Tour Operator’ awarded by 10th Hospitality India and Explore the World Annual International Awards 2014 • Mr. Peter Kerkar, Director, Cox & Kings Ltd was honoured by The British Travel and Hospitality Hall of Fame as one of the seven inductees into the Hall of Fame this year • Cox & Kings Ltd. was chosen as one of the top agents at Emirates Airlines awards 2014 • Cox & Kings Ltd. was awarded No. 1 position in promoting the Meeting & Incentive (M&I) groups to Hong Kong between 1 July 2014 and 31 December 2014 by Meetings & Exhibitions Hong Kong (MEHK) – the MICE division of the HKTB, as part of Top Agent Awards Program (TAAP). • The Outlook Traveller Awards 2014: Favourite Outbound Tour Operator • The Outlook Traveller Awards 2014: Favourite Inbound Tour Operator Subsidiaries Cox & Kings Travel Ltd., UK • Telegraph Ultras Awards to Cox & Kings Travel Ltd, for “Best Luxury Tour Operator - runner-up” – presented 19 May 2014 • SAVEUR Culinary Travel Awards to Cox & Kings (Worldwide) for “Outstanding Tour Operator” – presented 7 October 2014 • British Travel Awards to Cox & Kings Travel Ltd, for “Best Luxury Holiday Company - Small: Winner” – 26 November 2014 • British Travel Awards to Cox & Kings Travel Ltd, for “Best Escorted Tours Holiday Company: Silver Award” – 26 November 2014 • British Travel Awards to Cox & Kings Travel Ltd, for “Best Holiday Company to Central & South America – Small: Silver Award” – 26 November 2014 • British Travel Awards to Cox & Kings Travel Ltd, for “Best Holiday Company to Southern Asia – Small: Silver Award” – 26 November 2014 • British Travel Awards to Cox & Kings Travel Ltd, for “Best Holiday Company to Middle East – Small: Silver Award” – 26 November 2014

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• British Travel Awards to Cox & Kings Travel Ltd, for “Best Holiday Company to East & Southeast Europe – Small: Bronze Award” – 26 November 2014 • AI Business Excellence Awards 2015 to Cox & Kings Travel Ltd for “Excellence in Quality Group Tour Operation – UK” - 23 March 2015

PGL • Studylink achieved ISO 9001 and ISO 14001; • Preferred Supplier status awarded by the Framework for Student Travel on Southern Universities Purchasing Consortium (SUPC) and the London Universities Purchasing Consortium (LUPC).

Meininger • Recommended by ‘Hostelworld’ 2014/2015 (Meininger Airport Frankfurt GmbH, Meininger Amsterdam BV and Meininger Wien GmbH); • Holidaycheck Award 2014 & 2015 (Meininger Brussels GmbH); • Most popular hotel in Brussels 2015 (Meininger Brussels GmbH); • TripAdvisor Certificate of Excellence 2014 (Meininger Airport Hotels BBI GmbH). Superbreak • Travel Weekly Best Accommodation Only Supplier Jan 2014 - Best Operator UK Holidays Jan 2014 Acknowledgements and Appreciation Your Directors take this opportunity to thank all investors, customers, vendors, banks/financial institutions, regulatory and government authorities and Stock Exchanges for their consistent support and encouragement to the Company. The Directors also place on record their sincere appreciation to all employees of the Company for their hard work, dedication and commitment. The enthusiasm and unstinting efforts of the employees have enabled the Company to remain at the forefront of the Industry. For and on behalf of the Board of Directors

ABM Good Chairman Place : Mumbai Date : 15th May 2015

Annual Report 2014-15 | 53 Annexure I - Secretarial Audit Report

Form No. MR-3 SECRETARIAL AUDIT REPORT FOR THE FINANCIAL YEAR ENDED MARCH 31, 2015 [Pursuant to section 204(1) of the companies Act, 2013 and rule No. 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014]

To, The Members, Cox & Kings Limited

I have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by Cox & Kings Limited. (Hereinafter called “the Company”). Secretarial Audit was conducted in a manner that provides me a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing my opinion thereon. Based on our verification of the Cox & Kings Limited books, papers, minute books, forms and returns filed and other records maintained by the Company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, I hereby report that in my opinion, the Company has, during the audit period covering the financial year ended on March 31, 2015 generally complied with the statutory provisions listed hereunder: I have examined the books, papers, minutes books, forms and returns filed and other records maintained by Cox & Kings Limited (“the Company”) for the financial year ended on March 31, 2015 according to the provisions of: (i) The Companies Act, 2013 (the Act) and the rules made there under; (ii) The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and the rules made there under; (iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed there under; (iv) Foreign Exchange Management Act, 1999 and the rules and regulations made there under to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings - Not Applicable during the audit period; (v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (‘SEBI Act’):- (a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011; (b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992; (c) The Securities And Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations,2009; (d) The Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 - Not Applicable during the audit period; (e) The Securities and Exchange Board of India (Issue and listing of Debt securities) Regulations,2008; (f ) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client - Not Applicable during the audit period; (g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009 - Not Applicable during the audit period; and (h) The Securities and Exchange Board of India (Buyback of Securities) Regulations,1998 - Not Applicable during the audit period;

54 | Cox & Kings Limited Business Overview Management Discussion & Analysis Statutory Reports Financial Statements

(vi) For the other applicable laws our audit was limited to (a) The Payment of Wages Act, 1936 (b) The Minimum Wages Act, 1948 (c) Employees State Insurance Act, 1948 (d) The Employees Provident Fund and Miscellaneous Provisions Act, 1952 (e) The Payment Of Bonus Act, 1965 (f) The Payment of Gratuity Act, 1972 (g) The Maternity Benefit Act, 1961 I report that for Labour laws I rely on the inspection report from the office of the commissioner of labour. (vii) I have also examined compliance with the applicable clauses of the following: (i) The Listing agreements entered into by the Company with the stock exchanges. (ii) Secretarial Standards Issued by The Institute of Company Secretaries of India- At present Not Applicable. During the period under review the Company has generally complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned above. I further report that I rely on statutory auditor’s reports in relation to the financial statements and accuracy of financial figures for, Sales Tax, Wealth Tax, Value Added Tax, Related Party Transactions, Provident Fund, ESIC, etc. as disclosed under financial statements, Accounting Standard 18 and note on foreign currency transactions during our audit period. I further report that the Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors. I further report that as per the information provided the Company has generally given adequate notice to all directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent at least seven days in advance, and a system exists for seeking and obtaining further information and clarifications on agenda items before the meeting and for meaningful participation at the meeting. I further report that as per the information provided majority decision is carried through while the dissenting members views are captured and recorded as part of the minutes. I further report that there are generally adequate systems and processes in the Company commensurate with the size and operations of the Company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines. I further report that the management is responsible for compliances of all business laws. This responsibility includes maintenance of statutory registers/files required by the concerned authorities and internal control of the concerned department. I further report that during the audit period the Company has no specific events like Public Issue/Right Issue/sweat equity, etc. except Qualified Institutional Placement & Preferential Allotment.

Virendra Bhatt Place : Mumbai ACS No – 1157 Date : 15th May, 2015 COP No – 124

Annual Report 2014-15 | 55 Annexure II

Corporate Social Responsibility (CSR) activities for the financial year 2014-15 1) Calculation of CSR Amount: Sr. No. Particulars Amount in Lakhs 1. Average Net profit for last 3 years ` 13,439.63 2. CSR spending @ 2% of Average of last 3 years profit ` 268.79 3. Total Amount Spent during the Financial Year ` 309.9 4. Balance to be spent ` NIL 2) Details of Amount Spent on CSR Activities during the Financial Year 2014-15 (` in Lakhs) Sr. CSR project or Sector in which Projects or Amount Amount Cumulative Amount spent: No. activity identified the project is programs outlay spent on expenditure Direct or covered 1. Local area (budget) the projects upto the through or other project or programs reporting implementation 2. Specify the or program Sub-heads: period agency state and wise 1. Direct district where expenditure projects or on projects programs were or programs undertaken 2. Overheads 1 Health & welfare Promoting Delhi 45 40.90 40.90 Implementing fulfilment of travel health care Maharashtra agency - wishes of sick children, and sanitation Cox & Kings buys gifts of their Foundation choices etc. Donation to trusts that works with families infected/ affected by or at risk of HIV/AIDS, Contribution towards mother & child care projects at villages, organising Blood Donation, Platelet Donation,adopting cancer patients under various scheme, theatre workshops for visually impaired children, works with leading hospitals on various projects. 2 Education Promoting Maharashtra 14 13.70 13.70 Implementing workings towards education agency- providing primary Cox & Kings education to under- Foundation privileged girl children, donation towards School Academic Support, Contribution towards upkeep of the school as well as catering to the nutritional requirements

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Sr. CSR project or Sector in which Projects or Amount Amount Cumulative Amount spent: No. activity identified the project is programs outlay spent on expenditure Direct or covered 1. Local area (budget) the projects upto the through or other project or programs reporting implementation 2. Specify the or program Sub-heads: period agency state and wise 1. Direct district where expenditure projects or on projects programs were or programs undertaken 2. Overheads of the children, school for children who diagnosed with Autistic Spectrum Disorder, Developmental delays, Cognitive Disabilities & donation to various institutions for promoting education 3 Animal Welfare Measures for Faridabad 5 3.49 3.49 Implementing Purchase of Animal the benefit of Maharashtra agency- Ambulance, Donation Animal Welfare Cox & Kings to Animal’s Trusts. Foundation 4 Sports Welfare Promoting 10 10.4 10.4 Implementing Contribution towards Sports Welfare agency- promotion of certain Cox & Kings nationally recognised Foundation sports, including Sponsorship, funds raised for the NGO to promote sports. 5 Society Welfare Measures for Darjeeling 0.45 0.43 0.43 Implementing Work towards rights of the benefit of Maharashtra agency- marginalized communities Society West Bengal Cox & Kings & Vulnerable people to Foundation make them self reliant & support for project on climbing sherpas & their families in Darjeeling 6 Contribution to Cox & Measures for Maharashtra 240.98 240.98 240.98 Implementing Kings Foundation and the benefit of agency- other Trusts engaged Society Cox & Kings in socio-economic Foundation development & relief work, contribution towards providing livelihood in a locally appropriate and environmentally sustainable manner through formation of Self Help, Groups for women empowerment, Vocational training.

Annual Report 2014-15 | 57 Annexure III to Directors Report

Form No. MGT-9 Extract of Annual Return as on the financial year ended on March 31, 2015 (Pursuant to section 92 (3) of the Companies Act, 2013 and rule 12 (1) of the Companies (Management and Administration Rules, 2014) I. REGISTRATION AND OTHER DETAILS: 1 CIN L63040MH1939PLC011352 2 Registration Date 07-06-1939 3 Name of the Company Cox & Kings Ltd 4 Category/Sub-Category of the Company Public Company/Limited by shares 5 Address of the Registered office and Turner Morrison Building, 1st Floor, 16,Bank Street, Fort, contact details Mumbai – 400001 6 Whether listed Company Yes 7 Name, Address and Contact details of Karvy Computershare Private Limited, Karvy Selenium Registrar and Transfer Agent, if any Tower BPlot No. 31-32, Gachibowli, Financial Disctrict,Nanakramguda, Hyderabad – 500008 Tel: 040 67161700 II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY All the business activities contributing 10% or more of the total turnover of the Company shall be stated:-

Sr. No. Name and Description NIC Code of the % to total turnover of main products / services Product/ service of the Company 1 Tours and Travels 791 100% II. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES-

Sr. Name of Address of the CIN/GLN Holding/Subsidiary/ % of shares Applicable No. Company Company Associate held Section 1 Clearmine 6th Floor, 30 Millbank, - Subsidiary 100% 2(87) London, SW IP 4EE 2 Cox & Kings 6th Floor, 30 Millbank, - Subsidiary 100% 2(87) Destination London, SW IP 4EE Management Services Limited 3 C&K Investments 6th Floor, 30 Millbank, - Subsidiary 100% 2(87) Limited London, SW IP 4EE 4 Cox & Kings 6th Floor, 30 Millbank, - Subsidiary 100% 2(87) (Agents) Limited London, SW IP 4EE 5 Cox & Kings 6th Floor, 30 Millbank, - Subsidiary 100% 2(87) (Shipping) London, SW IP 4EE Limited 6 Cox & Kings 6th Floor, 30 Millbank, - Subsidiary 100% 2(87) (UK) Ltd London, SW IP 4EE 7 Cox & Kings 6th Floor, 30 Millbank, - Subsidiary 100% 2(87) Enterprises Ltd. London, SW IP 4EE 8 Cox & Kings 6th Floor, 30 Millbank, - Subsidiary 100% 2(87) Finance Ltd. London, SW IP 4EE 9 Cox & Kings 6th Floor, 30 Millbank, - Subsidiary 100% 2(87) Holdings Ltd. London, SW IP 4EE 10 Cox & Kings 6th Floor, 30 Millbank, - Subsidiary 100% 2(87) Special Interest London, SW IP 4EE Holidays Ltd. 11 Cox & Kings 6th Floor, 30 Millbank, - Subsidiary 100% 2(87) Tours Ltd. London, SW IP 4EE

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Sr. Name of Address of the CIN/GLN Holding/Subsidiary/ % of shares Applicable No. Company Company Associate held Section 12 ETN Services Ltd. 6th Floor, 30 Millbank, - Subsidiary 100% 2(87) London, SW IP 4EE 13 Grand Tours Ltd. 6th Floor, 30 Millbank, - Subsidiary 100% 2(87) London, SW IP 4EE 14 Cox & Kings 6th Floor, 30 Millbank, - Subsidiary 100% 2(87) Travel Limited London, SW IP 4EE 15 East India Travel 8060 Melrose Avenue, - Subsidiary 100% 2(87) Company Inc 3rd FloorLos Angeles, CA 90046 16 Cox & Kings 4th Floor, Ebene Skies - Subsidiary 100% 2(87) Finance Rue de l’Institut, (Mauritius) Ltd. Ebene, Mauritius 17 Cox & Kings YK Building, 3rd Floor - Subsidiary 100% 2(87) (Japan) Ltd 2-2-16, Sangenjaya Sangenjaya, Setagaya-ku, Tokyo 154-0024, Japan. 18 Cox & Kings PO BOX -31126S-04, - Subsidiary 100% 2(87) Tours LLC, Dubai AL YAMAMA BUILDING NEAR GPO, KARAMA DUBAI – UAE 19 Cox and Kings 6/F, INF Tower, 308 Des - Subsidiary 100% 2(87) Asia Pacific Voeux Road Central, Travel Ltd HongKong 20 Cox and Kings 8 temasek Boulevard, - Subsidiary 100% 2(87) Singapore Private #22-03, Suntec Tower 3, Limited Singapore 038988 21 Cox and Kings 8 temasek Boulevard, - Subsidiary 100% 2(87) Destinations #22-03, Suntec Tower 3, Management Singapore 038988 Services Pvt Ltd 22 Cox & Kings 8 temasek Boulevard, - Subsidiary 100% 2(87) Global Services #22-03, Suntec Tower 3, Management Singapore 038988 (Singapore) Pte Ltd 23 Cox & Kings Grunstrasse 5, 40212 - Subsidiary 100% 2(87) GmBH Dusseldorf, Germany. 24 Cox & Kings PO BOX : 25770S-05, - Subsidiary 100% 2(87) Global Services BIN MUTLAQ AL GHAFLI LLC Dubai BUILDINGKARAMA, DUBAI – UAE 25. Cox & Kings 235, West 23rd Street - Subsidiary 100% 2(87) Global Services 7th Avenue LLC, USA New York - 10011 26 Cox and Kings RM25, 5/F China Life - Subsidiary 100% 2(87) Consulting Service Tower, 16 Chaowai St, (Beijing) Co. Ltd. Chaoyang District, Beijing 100020 27 Cox and Kings 8 temasek Boulevard, - Subsidiary 100% 2(87) Global Services #22-03, Suntec Tower 3, (Singapore) Pte Ltd. Singapore 038988 28 Cox & Kings Egypt Egypt - Subsidiary 100% 2(87) 29 Cox & Kings Global 47, Alexandra Place, - Subsidiary 100% 2(87) Services Lanka Colombo 07, (Pvt) Ltd Sri Lanka

Annual Report 2014-15 | 59 Sr. Name of Address of the CIN/GLN Holding/Subsidiary/ % of shares Applicable No. Company Company Associate held Section 30 Cox & Kings Global 1st Floor,Turner Morrison U63040MH Subsidiary 100% 2(87) Services Pvt Ltd Building, 16th Bank Street, 2011PTC Fort, Mumbai -400 001, 215069 India. Phone No: 022- 22709100 31 CKGS Hellas, Abagworld Consultant - Subsidiary 100% 2(87) Sale - Owned 122, Vas.Sofia, Athens, LLP Co. (Formerly Greece 11525 known as Hellas, Greece) 32 Quoprro Global 6th Floor, 30 Millbank, - Subsidiary 100% 2(87) Limited (UK) London, SW IP 4EE 33 Cox & Kings Global David Bagares geta 26B, - Subsidiary 100% 2(87) Services Sweden AB 111 38 Stockholm. 34 Quoprro Global 8 temasek Boulevard, - Subsidiary 100% 2(87) Services Pte. Ltd #22-03, Suntec Tower 3, Singapore 038988 35 Quoprro Global 1st Floor,Turner Morrison U52100MH Subsidiary 100% 2(87) Services Pvt Ltd Building, 16th Bank Street, 2008PTC Fort, Mumbai -400 001, 182280 India. 36 Quoprro Global 20/F Champion Building, - Subsidiary 100% 2(87) Services Pvt Ltd. 287-291 Des Voeux Road, HK Sheung Wan 37 Cox & Kings 72, Market Street, South - Subsidiary 100% 2(87) (Australia) Pty Ltd. Melbourne, VIC-2305, Australia 38 Tempo Holidays 72, Market Street, South - Subsidiary 100% 2(87) Pty Ltd. Melbourne, VIC-2305, Australia 39 Tempo Holidays 333 Remuera Road, Rem - Subsidiary 100% 2(87) NZ Ltd. eura Auckland-1050 New Zealand 40 Cox and Kings 72, Market Street, South - Subsidiary 100% 2(87) Nordic PTY Limited Melbourne, VIC-2305, Australia 41 Cox & Kings PGL 72, Market Street, South - Subsidiary 100% 2(87) camps pty ltd Melbourne, VIC-2305, Australia 42 Prometheon 4th Floor, Ebene - Subsidiary 100% 2(87) Holdings Pvt. Ltd Skies, Rue de L’Institut, Ebene 43 Prometheon 6th Floor, 30 Millbank, - Subsidiary 100% 2(87) Enterprises Ltd. London, SWIP 4EE 44 Prometheon 6th Floor, 30 Millbank, - Subsidiary 65.58% 2(87) Holdings (UK) Ltd London, SW IP 4EE 45 Prometheon 6th Floor, 30 Millbank, - Subsidiary 65.58% 2(87) Limited London, SW IP 4EE 46 Bookit BV Van Heuven Goedhartlaan - Subsidiary 65.58% 2(87) 935 A, 1181 LD Amstelveen, The Netherlands 47 BRC Holland BV Van Heuven Goedhartlaan - Subsidiary 65.58% 2(87) 935 A, 1181 LD Amstelveen, The Netherlands

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Sr. Name of Address of the CIN/GLN Holding/Subsidiary/ % of shares Applicable No. Company Company Associate held Section 48 BRC Holland Van Heuven Goedhartlaan - Subsidiary 65.58% 2(87) Holding BV 935 A, 1181 LD Amstelveen, The Netherlands 49 BV Weekendje Van Heuven Goedhartlaan - Subsidiary 65.58% 2(87) Weg.nl 935 A, 1181 LD Amstelveen, The Netherlands 50 Chateau de Lieudit Segries, Vagnas, - Subsidiary 65.58% 2(87) Lamorlaye SCI 07150 Vallon Pont d’Arc. France 51 Domaine de Lieudit Segries, Vagnas, - Subsidiary 65.58% 2(87) Segries SCI 07150 Vallon Pont d’Arc. France 52 Edge Adventures Hartford Manor, Greenbank - Subsidiary 65.58% 2(87) Ltd Lane, Northwich, Cheshire CW8 1HW 53 EST Transport Hartford Manor, Greenbank - Subsidiary 65.58% 2(87) Purchasing Ltd Lane, Northwich, Cheshire CW8 1HW 54 European Study 4 Post Office Walk, - Subsidiary 65.58% 2(87) Tours limited Hertford, SG14 1DL 55 Explore Aviation Nelson House, 55 Victoria - Subsidiary 65.58% 2(87) Ltd Road, Farnborough, Hampshire. GU14 7PA 56 Explore Worldwide 398-2416 Main St, - Subsidiary 65.58% 2(87) Adventures Ltd Vancouver, BC, V5T 3E2 57 Adventure 1853 Embarcadero, - Subsidiary 65.58% 2(87) Experience Inc Suite 2C, Oakland, CA 94606, USA 58 Explore Worldwide Nelson House, 55 Victoria - Subsidiary 65.58% 2(87) Ltd Road, Farnborough, Hampshire. GU14 7PA 59 Freedom of France Alton Court Penyard Lane, - Subsidiary 65.58% 2(87) Ltd Ross on Wye, Herefordshire HR9 5GL 60 Hole in the Wall Alton Court Penyard Lane, - Subsidiary 65.58% 2(87) Management Ltd Ross on Wye, Herefordshire HR9 5GL 61 Holidaybreak Hartford Manor, Greenbank - Subsidiary 65.58% 2(87) Education Limited Lane, Northwich, Cheshire CW8 1HW 62 Holidaybreak 3rd Floor St George’s Court, - Subsidiary 65.58% 2(87) Holding Co Ltd Upper Church Street, Douglas. IM1 1EE Isle of Man 63 Holidaybreak Schöneberger Straße 15, - Subsidiary 65.58% 2(87) Hotel Holdings 10963 Berlin, Germany GmbH 64 Meininger Hotels Hartford Manor, - Subsidiary 65.58% 2(87) Limited formerly Greenbank Lane, Holidaybreak Hotel Northwich, Cheshire Holdings Limited CW8 1HW 65 Holidaybreak Ltd Hartford Manor, Greenbank - Subsidiary 65.58% 2(87) Lane, Northwich, Chesire CW8 1HW

Annual Report 2014-15 | 61 Sr. Name of Address of the CIN/GLN Holding/Subsidiary/ % of shares Applicable No. Company Company Associate held Section 66 Holidaybreak Hartford Manor, Greenbank - Subsidiary 65.58% 2(87) QUEST Trustee Ltd Lane, Northwich, Cheshire CW8 1HW 67 Holidaybreak Hartford Manor, Greenbank - Subsidiary 65.58% 2(87) Trustee Ltd Lane, Northwich, Cheshire CW8 1HW 68 Hotelnet Ltd Hartford Manor, Greenbank - Subsidiary 65.58% 2(87) Lane, Northwich, Cheshire CW8 1HW 69 Meinigner Airport Schöneberger Straße 15, - Subsidiary 65.58% 2(87) Frankfurt GmbH 10963 Berlin, Germany 70 Meininger “10” City Hallesches Ufer 30, 10963 - Subsidiary 65.58% 2(87) Hostel Berlin-MItte Berlin, Germany GmbH 71 Meininger “10” City Schöneberger Straße 15, - Subsidiary 65.58% 2(87) Hostel Köln GmbH 10963 Berlin, Germany 72 Meininger “10” Schöneberger Straße 15, - Subsidiary 65.58% 2(87) Frankfurt GmbH 10963 Berlin, Germany 73 Meininger “10” Hallesches Ufer 30, 10963 - Subsidiary 65.58% 2(87) Hamburg GmbH Berlin, Germany 74 Meininger “10” Schöneberger Straße 15, - Subsidiary 65.58% 2(87) Hostel und 10963 Berlin, Germany Reisevermittlung GmbH 75 Meininger Airport Schöneberger Straße 15, - Subsidiary 65.58% 2(87) Hotels BBI GmbH 10963 Berlin, Germany 76 Meininger Orlyplein 1-67, 1043DR, - Subsidiary 65.58% 2(87) Amsterdam Amsterdam, Netherlands Amstelstation BV 77 Meininger Orlyplein 1-67, 1043DR, - Subsidiary 65.58% 2(87) Amsterdam BV Amsterdam, Netherlands 78 Meininger Schöneberger Straße 15, - Subsidiary 65.58% 2(87) Barcelona GmbH 10963 Berlin, Germany (formerly Meininger Leipzig GmbH) 79 Meininger Berlin Schöneberger Straße 15, - Subsidiary 65.58% 2(87) Hauptbahnhof 10963 Berlin, Germany GmbH 80 Meininger Brussels Schöneberger Straße 15, - Subsidiary 65.58% 2(87) GmbH (formerly 10963 Berlin, Germany Meininger Berlin Europaplatz GmbH) 81 Meininger City Columbusgasse 16 1100 - Subsidiary 65.58% 2(87) Hostels & Hotels Wien, Austria GmbH 82 Meininger Finance 33-37 Athol Street, Douglas, - Subsidiary 65.58% 2(87) Company Limited Isle of Man, IM1 1LB 83 Meininger Holding Schöneberger Straße 15, - Subsidiary 65.58% 2(87) GmbH 10963 Berlin, Germany 84 Meininger Fürbergstraße 18-20, 5020 - Subsidiary 65.58% 2(87) Hotelerrichtungs Salzburg, Austria GmbH

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Sr. Name of Address of the CIN/GLN Holding/Subsidiary/ % of shares Applicable No. Company Company Associate held Section 85 Meininger Ltd Hartford Manor, Greenbank - Subsidiary 65.58% 2(87) Lane, Northwich, Cheshire CW8 1HW 86 MEININGER Hotel Schöneberger Straße 15, - Subsidiary 65.58% 2(87) Berlin East Side 10963 Berlin, Germany Gallery GmbH (Formerly Meininger Nürnberg Gmbh) 87 Meininger Schöneberger Straße 15, - Subsidiary 65.58% 2(87) Oranienburger 10963 Berlin, Germany Straße GmbH 88 MEININGER Hotel Schöneberger Straße 15, - Subsidiary 65.58% 2(87) Berlin Tiergarten 10963 Berlin, Germany GmbH formerly Meininger Postdamer Platz GmbH 89 Meininger Paris SCI 259 Rue Saint Honore - Subsidiary 65.58% 2(87) 75001 Paris. France 90 Meininger Shared Schöneberger Straße 15, - Subsidiary 65.58% 2(87) Services GmbH 10963 Berlin, Germany 91 Meininger West Schöneberger Straße 15, - Subsidiary 65.58% 2(87) GmbH & Co. KG 10963 Berlin, Germany 92 Meininger West Schöneberger Straße 15, - Subsidiary 65.58% 2(87) Verwaltungs GmbH 10963 Berlin, Germany 93 Meininger Wien Rembrandstraße 21, - Subsidiary 65.58% 2(87) GmbH 1020 Wien, Austria 94 Meininger Wien Schiffamtgasse 15, - Subsidiary 65.58% 2(87) Schiffamtsgasse 1020 Wien, Austria GmbH 95 Noreya 2002 SL Tuset, 20-24 Barcelona. - Subsidiary 65.58% 2(87) Spain 96 NST Holdings Discovery House - Subsidiary 65.58% 2(87) Limited Brooklands Way, Whitehills Business Park. Blackpool FY4 5LW 97 NST Limited 22 Northwood Court, - Subsidiary 65.58% 2(87) Santry, Dublin 9, Ireland 98 NST Transport Discovery House - Subsidiary 65.58% 2(87) Services Ltd Brooklands Way, Whitehills Business Park. Blackpool FY4 5LW 99 NST Travel Group Discovery House - Subsidiary 65.58% 2(87) Limited Brooklands Way, Whitehills Business Park. Blackpool FY4 5LW 100 PGL Adventure 1st Floor, 72 Market Street, - Subsidiary 65.58% 2(87) Camps PTY Limited South Melbourne, Vic 3205 101 PGL Adventure Ltd Alton Court Penyard Lane, - Subsidiary 65.58% 2(87) Ross on Wye, Herefordshire HR9 5GL 102 PGL Air Travel Ltd Alton Court Penyard Lane, - Subsidiary 65.58% 2(87) Ross on Wye, Herefordshire HR9 5GL

Annual Report 2014-15 | 63 Sr. Name of Address of the CIN/GLN Holding/Subsidiary/ % of shares Applicable No. Company Company Associate held Section 103 PGL Aventures SAS Lieudit Segries, Vagnas, - Subsidiary 65.58% 2(87) 07150 Vallon Pont d’Arc. France 104 PGL Group Ltd Alton Court Penyard Lane, - Subsidiary 65.58% 2(87) Ross on Wye, Herefordshire HR9 5GL 105 PGL Property 1st Floor, 72 Market Street, - Subsidiary 65.58% 2(87) PTY Limited South Melbourne, Vic 3205 106 PGL Travel Ltd Alton Court Penyard Lane, - Subsidiary 65.58% 2(87) Ross on Wye, Herefordshire HR9 5GL 107 PGL Travel PTY 1st Floor, 72 Market Street, - Subsidiary 65.58% 2(87) Limited South Melbourne, Vic 3205 108 PGL Voyages Ltd Alton Court Penyard Lane, - Subsidiary 65.58% 2(87) Ross on Wye, Herefordshire HR9 5GL 109 Regal Diving & Hartford Manor, - Subsidiary 65.58% 2(87) Tours Ltd Greenbank Lane, Northwich, Cheshire CW8 1HW 110 SARL Chateau Lieudit Kastel Velt, RN 42 - Subsidiary 65.58% 2(87)

D’Ebblinghem Ebblinghem, (59173) Renescure. France 111 SAS Travelworks 309 Rue Duguesclin, 69007. - Subsidiary 65.58% 2(87) France Lyon. France 112 SASu le Chateau Lieudit Kastel Velt, RN 42 - Subsidiary 65.58% 2(87) D’Ebblinghem Ebblinghem, (59173) Renescure. France 113 Simpar SASu Chateau de Grande - Subsidiary 65.58% 2(87) Romaine, La Grande Romaine. 77150 Lesigny. France 114 Superbreak Mini Eboracum Way, Heworth - Subsidiary 65.58% 2(87) Holidays Group Ltd Green. York. YO31 7RE 115 Superbreak Mini Eboracum Way, Heworth - Subsidiary 65.58% 2(87) Holidays Ltd Green. York. YO31 7RE 116 Superbreak Mini Eboracum Way, Heworth - Subsidiary 65.58% 2(87) Holidays Transport Green. York. YO31 7RE Ltd 117 Travelplus Group Munsterstrasse 111, 48155 - Subsidiary 65.58% 2(87) Gmbh Munster. Germany 118 Travelworks UK Hartford Manor, Greenbank - Subsidiary 65.58% 2(87) Limited Lane, Northwich, Cheshire CW8 1HW 119 Tulip Stars Hotel Plot No 3, Opposite - Associate 30.42% 2(87) Ltd Punchkuiya Road Bhanot Chamber, Aram Bagh, Pahar Ganj Delhi-110055

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Sr. Name of Address of the CIN/GLN Holding/Subsidiary/ % of shares Applicable No. Company Company Associate held Section 120 Radius Global 7700 Wisconsin Avenue - Associate 29.60% 2(87) Travel Ltd Suite 400 Bethesda, MD 20814 United States 121 Adventure Travel 1853 Embarcadero, Suite - Associate 48% 2(87) Experience Inc. 2C Oakland CA 94606 USA 122 Tutors Direct Ltd - Associate 40% 2(87) 123 Tute Education Ltd Unit 3, Chesney Court - Associate 40% 2(87) Wrexham Technology Park Wrexham LL13 7YP UK 124 Royale Indian Rail Ground Floor, STC Building DL2008 Associate 50% 2(87) Tours Ltd (Jawahar Vyapar Bhawan) PLC185285 1-Tolstoy Marg, New delhi - 110001

IV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity) i) Category-wise Share Holding CATEGORY CATEGORY OF NO. OF SHARES HELD AT THE BEGINNING NO. OF SHARES HELD AT THE END OF % CHANGE CODE SHAREHOLDER OF THE YEAR 31/03/2014 THE YEAR 31/03/2015 DURING THE YEAR DEMAT PHYSICAL TOTAL % OF TOTAL DEMAT PHYSICAL TOTAL % OF TOTAL SHARES SHARES (I) (II) (III) (IV) (V) (VI) (VII) (VIII) (IX) (X) (XI) (A) PROMOTER AND PROMOTER GROUP (1) INDIAN (a) Individual/ 5,914,000 0 5,914,000 4.33 5,914,000 0 5,914,000 3.49 0.84 HUF (b) Central 0 0 0 0.00 0 0 0 0.00 0.00 Government/ State Government(s) (c) Bodies 48,199,217 0 48,199,217 35.30 48,199,217 0 48,199,217 28.47 6.84 Corporate (d) Financial 0 0 0 0.00 0 0 0 0.00 0.00 Institutions/ Banks (e) Others 0 0 0 0.00 0 0 0 0.00 0.00 Sub-Total 54,113,217 0 54,113,217 39.64 54,113,217 0 54,113,217 31.96 7.68 A(1) : (2) FOREIGN (a) Individuals 8,784,504 0 8,784,504 6.43 8,784,504 0 8,784,504 5.19 1.25 (NRIs/Foreign Individuals) (b) Bodies 18,346,560 0 18,346,560 13.44 18,346,560 0 18,346,560 10.84 2.60 Corporate (c) Institutions 0 0 0 0.00 0 0 0 0.00 0.00

Annual Report 2014-15 | 65 CATEGORY CATEGORY OF NO. OF SHARES HELD AT THE BEGINNING NO. OF SHARES HELD AT THE END OF % CHANGE CODE SHAREHOLDER OF THE YEAR 31/03/2014 THE YEAR 31/03/2015 DURING THE YEAR DEMAT PHYSICAL TOTAL % OF TOTAL DEMAT PHYSICAL TOTAL % OF TOTAL SHARES SHARES (I) (II) (III) (IV) (V) (VI) (VII) (VIII) (IX) (X) (XI) (d) Qualified 0 0 0 0.00 0 0 0 0.00 0.00 Foreign Investor (e) Others 0 0 0 0.00 0 0 0 0.00 0.00 Sub-Total 27,131,064 0 27,131,064 19.87 27,131,064 0 27,131,064 16.02 3.85 A(2) : Total A=A 81,244,281 0 81,244,281 59.51 81,244,281 0 81,244,281 47.98 11.52 (1)+A(2) (B) PUBLIC SHAREHOLDING (1) INSTITUTIONS (a) Mutual 2,731,566 0 2,731,566 2.00 2,785,016 0 2,785,016 1.64 0.36 Funds/UTI (b) Financial 4,473,192 0 4,473,192 3.28 4,615,357 0 4,615,357 2.73 0.55 Institutions/ Banks (c) Central 0 0 0 0.00 0 0 0 0.00 0.00 Government/ State Government(s) (d) Venture 0 0 0 0.00 0 0 0 0.00 0.00 Capital Funds (e) Insurance 0 0 0 0.00 0 0 0 0.00 0.00 Companies (f) Foreign 26,279,999 0 26,279,999 19.25 61,718,347 0 61,718,347 36.45 -17.20 Institutional Investors (g) Foreign 0 0 0 0.00 0 0 0 0.00 0.00 Venture Capital Investors (h) Qualified 0 0 0 0.00 0 0 0 0.00 0.00 Foreign Investor (i) Others 0 0 0 0.00 0 0 0 0.00 0.00 Sub-Total 33,484,757 0 33,484,757 24.53 69,118,720 0 69,118,720 40.82 -16.30 B(1) : (2) NON- INSTITUTIONS (a) Bodies 11,559,862 0 11,559,862 8.47 8,857,790 0 8,857,790 5.23 3.24 Corporate

66 | Cox & Kings Limited Business Overview Management Discussion & Analysis Statutory Reports Financial Statements

CATEGORY CATEGORY OF NO. OF SHARES HELD AT THE BEGINNING NO. OF SHARES HELD AT THE END OF % CHANGE CODE SHAREHOLDER OF THE YEAR 31/03/2014 THE YEAR 31/03/2015 DURING THE YEAR DEMAT PHYSICAL TOTAL % OF TOTAL DEMAT PHYSICAL TOTAL % OF TOTAL SHARES SHARES (I) (II) (III) (IV) (V) (VI) (VII) (VIII) (IX) (X) (XI) (b) Individuals 5,694,901 246 5,695,147 4.17 5,061,660 206 5,061,866 2.99 1.18 (i) Individuals holding nominal share capital upto ` 1 lakh (ii) Individuals 1,490,771 0 1,490,771 1.09 4,134,580 0 4,134,580 2.44 -1.35 holding nominal share capital in excess of ` 1 lakh (c) Others Clearing 216,870 0 2,16,870 0.16 36,253 0 36,253 0.02 0.14 Member Foreign 857,296 0 857,296 0.63 336,310 0 336,310 0.20 0.43 Bodies Non Resident 420,893 0 420,893 0.31 524,220 0 524,220 0.31 0.00 Indians Trusts 210,700 0 210,700 0.15 870 0 870 0.00 0.15 (d) Qualified 0 0 0 0.00 0 0 0 0.00 0.00 Foreign Investor Sub-Total 20,451,293 246 20,451,539 14.98 18,951,683 206 18,951,889 11.19 3.79 B(2): Total B=B 53,936,050 246 53,936,296 39.51 88,070,403 206 88,070,609 52.02 -12.51 (1)+B(2): Total (A+B) : 1,35,180,331 246 135,180,577 99.01 169,314,684 206 169,314,890 100.00 -0.99 (C) Shares held by custodians, against which Depository Receipts have been issued (1) Promoter and Promoter Group (2) Public 1,347,313 0 1,347,313 0.99 0 0 0 0.00 0.99 GRAND 136,527,644 246 136,527,890 100.00 169,314,684 206 169,314,890 100.00 TOTAL (A+B+C) :

Annual Report 2014-15 | 67 (ii) Shareholding of Promoters: Sr. Name of the Shareholder Shareholding at the beginning Shareholding at the end of the No. of the Year (1st April, 2014) Year (31st March, 2015) No. of % of total % of shares No. of % of total % of shares % Change Shares held shares of Pledged/ Shares shares of Pledged/ during the the encumbered held the encumbered year Company to total Company to total Shares Shares 1 Sneh Sadan Graphic 33,038,368 24.20 0 33,038,368 19.51 0 -4.69 Services Limited 2 Kubber Investments 18,346,560 13.44 0 18,346,560 10.84 0 -2.60 (Mauritius) Pvt Ltd 3 LIZ Investments 15,160,849 11.10 0 15,160,849 8.95 0 -2.15 Private Limited 4 Anthony Bruton 6,039,832 4.42 0 6,039,832 3.57 0 -0.86 Meyrick Good 5 Urrshila Kerkar 4,639,600 3.40 0 4,639,600 2.74 0 -0.66 6 Ajay Ajit Peter Kerkar 2,744,672 2.01 0 2,744,672 1.62 0 -0.39 7 Elisabeth Kerkar 1,274,400 0.93 0 1,274,400 0.75 0 -0.18 8 Kerry Investments 0 0.00 0 0 0.00 0 0.00 Limited 9 Vividham Graphic LLP 0 0.00 0 0 0.00 0 0.00 10 Standford Trading 0 0.00 0 0 0.00 0 0.00 Private Limited Total : 81,244,281 59.51 0 81,244,281 47.98 0 -11.52 (iii) Change in Promoters Shareholding (please specify, if there is no change) Sr. Shareholding at the beginning Shareholding at the end of the No. of the Year ( 1st April,2014) Year ( 31st March,2015) No. of Shares % of total No. of Shares % of total held shares of the held shares of the Company Company 1 At the beginning of the year 81,244,281 59.50746108 81,244,281 47.98413241 2 Date wise Increase / Decrease in Promoters Shareholding during the year specifying the reasons for increase / decrease (e.g allotment / transfer / bonus/ sweat equity etc.) 3 At the end of the year 81,244,281 59.50746108 81,244,281 47.98413241 (iv) Shareholding Pattern of top ten Shareholders (other than Directors, Promoters and Holders of GDRs and ADRs): Sr. Name of the Share Holder Sold bought Cumulative Date % No. Holding 1 Macquarie Bank Limited 0 0 3,210,049 31-03-2014 2.35 Macquarie Bank Limited 0 124,484 3,334,533 04-04-2014 2.44 Macquarie Bank Limited 0 182,000 3,516,533 18-04-2014 2.58 Macquarie Bank Limited 0 440,000 3,956,533 25-04-2014 2.90 Macquarie Bank Limited 0 86,000 4,042,533 09-05-2014 2.96 Macquarie Bank Limited 0 143,467 4,186,000 18-07-2014 3.07

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Sr. Name of the Share Holder Sold bought Cumulative Date % No. Holding Macquarie Bank Limited 0 400,000 4,586,000 01-08-2014 3.36 Macquarie Bank Limited 0 0 4,586,000 31-03-2015 2.71 2 Manulife Global Fund Asian 0 0 1,586,147 31-03-2014 1.16 Small Cap Equity Fund Manulife Global Fund Asian 25,000 0 1,561,147 11-04-2014 1.14 Small Cap Equity Fund Manulife Global Fund Asian 0 2,00,000 1,761,147 02-05-2014 1.29 Small Cap Equity Fund Manulife Global Fund Asian 354,500 0 1,406,647 06-06-2014 1.03 Small Cap Equity Fund Manulife Global Fund Asian 0 2,00,000 1,606,647 13-06-2014 1.18 Small Cap Equity Fund Manulife Global Fund Asian 0 1,50,000 1,756,647 20-06-2014 1.29 Small Cap Equity Fund Manulife Global Fund Asian 60,000 0 1,696,647 18-07-2014 1.24 Small Cap Equity Fund Manulife Global Fund Asian 279,156 0 1,417,491 25-07-2014 1.04 Small Cap Equity Fund Manulife Global Fund Asian 0 3,32,000 1,749,491 19-09-2014 1.28 Small Cap Equity Fund Manulife Global Fund Asian 300,000 0 1,449,491 30-09-2014 1.06 Small Cap Equity Fund Manulife Global Fund Asian 123,000 0 1,326,491 12-12-2014 0.78 Small Cap Equity Fund Manulife Global Fund Asian 0 1,50,000 1,476,491 19-12-2014 0.87 Small Cap Equity Fund Manulife Global Fund Asian 0 1,00,000 1,576,491 31-12-2014 0.93 Small Cap Equity Fund Manulife Global Fund Asian 0 0 1,576,491 31-03-2015 0.93 Small Cap Equity Fund 3 ICICI Prudential Life 0 0 6,571,310 31-03-2014 4.81 Insurance Company Ltd ICICI Prudential Life 200,000 0 6,371,310 02-05-2014 4.67 Insurance Company Ltd ICICI Prudential Life 210,000 0 6,161,310 09-05-2014 4.51 Insurance Company Ltd ICICI Prudential Life 0 1,00,000 6,261,310 16-05-2014 4.59 Insurance Company Ltd ICICI Prudential Life 211,115 0 6,050,195 23-05-2014 4.43 Insurance Company Ltd ICICI Prudential Life 147,500 0 5,902,695 30-05-2014 4.32 Insurance Company Ltd ICICI Prudential Life 47,000 0 5,855,695 06-06-2014 4.29 Insurance Company Ltd ICICI Prudential Life 31,524 0 5,824,171 30-06-2014 4.27 Insurance Company Ltd ICICI Prudential Life 161,000 0 5,663,171 04-07-2014 4.15 Insurance Company Ltd ICICI Prudential Life 50,000 0 5,613,171 11-07-2014 4.11 Insurance Company Ltd

Annual Report 2014-15 | 69 Sr. Name of the Share Holder Sold bought Cumulative Date % No. Holding ICICI Prudential Life 175,500 0 5,437,671 18-07-2014 3.98 Insurance Company Ltd ICICI Prudential Life 50,000 0 5,387,671 25-07-2014 3.95 Insurance Company Ltd ICICI Prudential Life 50,717 0 5,336,954 01-08-2014 3.91 Insurance Company Ltd ICICI Prudential Life 2,900 0 5,334,054 08-08-2014 3.91 Insurance Company Ltd ICICI Prudential Life 108,100 0 5,225,954 22-08-2014 3.83 Insurance Company Ltd ICICI Prudential Life 162,000 0 5,063,954 05-09-2014 3.71 Insurance Company Ltd ICICI Prudential Life 50,304 0 5,013,650 19-09-2014 3.67 Insurance Company Ltd ICICI Prudential Life 55,050 0 4,958,600 30-09-2014 3.63 Insurance Company Ltd ICICI Prudential Life 84,890 0 4,873,710 10-10-2014 3.57 Insurance Company Ltd ICICI Prudential Life 21,479 0 4,852,231 14-11-2014 3.55 Insurance Company Ltd ICICI Prudential Life 11,200 0 4,841,031 05-12-2014 2.86 Insurance Company Ltd ICICI Prudential Life 6,132 0 4,834,899 31-12-2014 2.86 Insurance Company Ltd ICICI Prudential Life 13,849 0 4,821,050 23-01-2015 2.85 Insurance Company Ltd ICICI Prudential Life 7,439 0 4,813,611 27-02-2015 2.84 Insurance Company Ltd ICICI Prudential Life 0 20,280 4,833,891 13-03-2015 2.85 Insurance Company Ltd ICICI Prudential Life 0 86,860 4,920,751 20-03-2015 2.91 Insurance Company Ltd ICICI Prudential Life 0 24,400 4,945,151 31-03-2015 2.92 Insurance Company Ltd 4 Reliance Capital Trustee 0 0 2,500,000 31-03-2014 1.83 Co Ltd A/c-Reliance Regul Reliance Capital Trustee 200,000 0 2,300,000 04-04-2014 1.68 Co Ltd A/c-Reliance Regul Reliance Capital Trustee 137,898 0 2,162,102 11-04-2014 1.58 Co Ltd A/c-Reliance Regul Reliance Capital Trustee 162,102 0 2,000,000 18-04-2014 1.46 Co Ltd A/c-Reliance Regul Reliance Capital Trustee 233,149 0 1,766,851 10-10-2014 1.29 Co Ltd A/c-Reliance Regul Reliance Capital Trustee 41,992 0 1,724,859 14-11-2014 1.26 Co Ltd A/c-Reliance Regul Reliance Capital Trustee 117,698 0 1,607,161 28-11-2014 1.18 Co Ltd A/c-Reliance Regul Reliance Capital Trustee 107,161 0 1,500,000 19-12-2014 0.89 Co Ltd A/c-Reliance Regul

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Sr. Name of the Share Holder Sold bought Cumulative Date % No. Holding Reliance Capital Trustee 132,200 0 1,367,800 31-12-2014 0.81 Co Ltd A/c-Reliance Regul Reliance Capital Trustee 25,018 0 1,342,782 02-01-2015 0.79 Co Ltd A/c-Reliance Regul Reliance Capital Trustee 42,782 0 1,300,000 20-02-2015 0.77 Co Ltd A/c-Reliance Regul Reliance Capital Trustee 66,263 0 1,233,737 13-03-2015 0.73 Co Ltd A/c-Reliance Regul Reliance Capital Trustee 133,737 0 1,100,000 20-03-2015 0.65 Co Ltd A/c-Reliance Regul Reliance Capital Trustee 0 0 1,100,000 31-03-2015 0.65 Co Ltd A/c-Reliance Regul 5 Smallcap World Fund, INC 0 0 10,592,000 31-03-2014 7.76 Smallcap World Fund, INC 418,617 0 10,173,383 05-09-2014 7.45 Smallcap World Fund, INC 501,692 0 9,671,691 12-09-2014 7.08 Smallcap World Fund, INC 79,691 0 9,592,000 19-09-2014 7.03 Smallcap World Fund, INC 0 1,425,346 11,017,346 05-12-2014 6.51 Smallcap World Fund, INC 210,485 0 10,806,861 23-01-2015 6.38 Smallcap World Fund, INC 325,665 0 10,481,196 30-01-2015 6.19 Smallcap World Fund, INC 73,850 0 10,407,346 06-02-2015 6.15 Smallcap World Fund, INC 0 0 10,407,346 31-03-2015 6.15 6 Doric Asia Pacific Small Cap 0 0 1,775,000 31-03-2014 1.30 (Mauritius) Limited Doric Asia Pacific Small Cap 75,000 0 1,700,000 09-05-2014 1.25 (Mauritius) Limited Doric Asia Pacific Small Cap 0 75,000 1,775,000 23-05-2014 1.30 (Mauritius) Limited Doric Asia Pacific Small Cap 0 75,000 1,850,000 30-05-2014 1.36 (Mauritius) Limited Doric Asia Pacific Small Cap 181,446 0 1,668,554 11-07-2014 1.22 (Mauritius) Limited Doric Asia Pacific Small Cap 143,554 0 1,525,000 18-07-2014 1.12 (Mauritius) Limited Doric Asia Pacific Small Cap 75,000 0 1,450,000 25-07-2014 1.06 (Mauritius) Limited Doric Asia Pacific Small Cap 200,000 0 1,250,000 01-08-2014 0.92 (Mauritius) Limited Doric Asia Pacific Small Cap 90,000 0 1,160,000 08-08-2014 0.85 (Mauritius) Limited Doric Asia Pacific Small Cap 185,000 0 975,000 22-08-2014 0.71 (Mauritius) Limited Doric Asia Pacific Small Cap 0 75,000 1,050,000 30-09-2014 0.77 (Mauritius) Limited Doric Asia Pacific Small Cap 0 75,000 1,125,000 31-10-2014 0.82 (Mauritius) Limited Doric Asia Pacific Small Cap 34,327 0 1,090,673 28-11-2014 0.80 (Mauritius) Limited Doric Asia Pacific Small Cap 0 100,000 1,190,673 05-12-2014 0.70 (Mauritius) Limited

Annual Report 2014-15 | 71 Sr. Name of the Share Holder Sold bought Cumulative Date % No. Holding Doric Asia Pacific Small Cap 65,673 0 1,125,000 12-12-2014 0.66 (Mauritius) Limited Doric Asia Pacific Small Cap 50,000 0 1,075,000 19-12-2014 0.63 (Mauritius) Limited Doric Asia Pacific Small Cap 50,000 0 1,025,000 31-12-2014 0.61 (Mauritius) Limited Doric Asia Pacific Small Cap 50,000 0 975,000 09-01-2015 0.58 (Mauritius) Limited Doric Asia Pacific Small Cap 0 125,000 1,100,000 16-01-2015 0.65 (Mauritius) Limited Doric Asia Pacific Small Cap 0 60,000 1,160,000 06-02-2015 0.69 (Mauritius) Limited Doric Asia Pacific Small Cap 0 0 1,160,000 31-03-2015 0.69 (Mauritius) Limited 7 Axis Bank Limited 0 0 1,150,000 31-03-2014 0.84 Axis Bank Limited 150,000 0 1,000,000 04-04-2014 0.73 Axis Bank Limited 57,500 0 942,500 11-04-2014 0.69 Axis Bank Limited 217,500 0 725,000 18-04-2014 0.53 Axis Bank Limited 12,600 0 712,400 25-04-2014 0.52 Axis Bank Limited 45,400 0 667,000 02-05-2014 0.49 Axis Bank Limited 50,000 0 617,000 23-05-2014 0.45 Axis Bank Limited 17,000 0 600,000 13-06-2014 0.44 Axis Bank Limited 75,000 0 525,000 04-07-2014 0.38 Axis Bank Limited 25,000 0 500,000 11-07-2014 0.37 Axis Bank Limited 15,000 0 485,000 01-08-2014 0.36 Axis Bank Limited 35,000 0 450,000 08-08-2014 0.33 Axis Bank Limited 150,000 0 300,000 22-08-2014 0.22 Axis Bank Limited 300,000 0 0 29-08-2014 0.00 Axis Bank Limited 0 4,075,000 4,075,000 05-12-2014 2.41 Axis Bank Limited 67,000 0 4,008,000 16-01-2015 2.37 Axis Bank Limited 1,000,000 0 3,008,000 23-01-2015 1.78 Axis Bank Limited 70,500 0 2,937,500 20-03-2015 1.73 Axis Bank Limited 193,200 0 2,744,300 27-03-2015 1.62 Axis Bank Limited 0 0 2,744,300 31-03-2015 1.62 8 Life Insurance Corporation 0 0 2,600,000 31-03-2014 1.90 of India Life Insurance Corporation 20,000 0 2,580,000 17-10-2014 1.89 of India Life Insurance Corporation 44,858 0 2,535,142 24-10-2014 1.86 of India Life Insurance Corporation 100,066 0 2,435,076 31-10-2014 1.78 of India Life Insurance Corporation 356,281 0 2,078,795 07-11-2014 1.52 of India Life Insurance Corporation 373,974 0 1,704,821 14-11-2014 1.25 of India Life Insurance Corporation 0 0 1,704,821 31-03-2015 1.01 of India

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Sr. Name of the Share Holder Sold bought Cumulative Date % No. Holding 9 Copthall Mauritius 0 0 2,014,000 31-03-2014 1.48 Investment Limited Copthall Mauritius 0 60,000 2,074,000 30-09-2014 1.52 Investment Limited Copthall Mauritius 0 71,000 2,145,000 03-10-2014 1.57 Investment Limited Copthall Mauritius 0 294,000 2,439,000 07-11-2014 1.79 Investment Limited Copthall Mauritius 0 12,000 2,451,000 21-11-2014 1.80 Investment Limited Copthall Mauritius 0 675,000 3,126,000 19-12-2014 1.85 Investment Limited Copthall Mauritius 0 0 3,126,000 31-03-2015 1.85 Investment Limited 10 Edelweiss Securities Ltd 0 0 979,957 31-03-2014 0.72 Edelweiss Securities Ltd 239,509 0 740,448 04-04-2014 0.54 Edelweiss Securities Ltd 0 1,225 741,673 11-04-2014 0.54 Edelweiss Securities Ltd 1,031 0 740,642 18-04-2014 0.54 Edelweiss Securities Ltd 59,698 0 680,944 25-04-2014 0.50 Edelweiss Securities Ltd 44,323 0 636,621 02-05-2014 0.47 Edelweiss Securities Ltd 110,008 0 526,613 09-05-2014 0.39 Edelweiss Securities Ltd 895 0 525,718 16-05-2014 0.39 Edelweiss Securities Ltd 31,145 0 494,573 23-05-2014 0.36 Edelweiss Securities Ltd 103,088 0 391,485 30-05-2014 0.29 Edelweiss Securities Ltd 1,390 0 3,90,095 06-06-2014 0.29 Edelweiss Securities Ltd 30,198 0 359,897 13-06-2014 0.26 Edelweiss Securities Ltd 0 34,493 394,390 20-06-2014 0.29 Edelweiss Securities Ltd 20,165 0 374,225 30-06-2014 0.27 Edelweiss Securities Ltd 217,141 0 157,084 04-07-2014 0.12 Edelweiss Securities Ltd 37,590 0 119,494 11-07-2014 0.09 Edelweiss Securities Ltd 109,604 0 9,890 18-07-2014 0.01 Edelweiss Securities Ltd 0 18,152 28,042 25-07-2014 0.02 Edelweiss Securities Ltd 28,042 0 0 01-08-2014 0.00 Edelweiss Securities Ltd 0 118 118 08-08-2014 0.00 Edelweiss Securities Ltd 118 0 0 15-08-2014 0.00 Edelweiss Securities Ltd 0 1,874 1,874 22-08-2014 0.00 Edelweiss Securities Ltd 0 10,539 12,413 29-08-2014 0.01 Edelweiss Securities Ltd 0 3,024 15,437 05-09-2014 0.01 Edelweiss Securities Ltd 8,437 0 7,000 12-09-2014 0.01 Edelweiss Securities Ltd 3,716 0 3,284 19-09-2014 0.00 Edelweiss Securities Ltd 0 33,387 36,671 30-09-2014 0.03 Edelweiss Securities Ltd 0 325 36,996 03-10-2014 0.03 Edelweiss Securities Ltd 36,791 0 205 10-10-2014 0.00 Edelweiss Securities Ltd 0 7,389 7,594 17-10-2014 0.01 Edelweiss Securities Ltd 0 1,983 9,577 24-10-2014 0.01 Edelweiss Securities Ltd 3,516 0 6,061 31-10-2014 0.00

Annual Report 2014-15 | 73 Sr. Name of the Share Holder Sold bought Cumulative Date % No. Holding Edelweiss Securities Ltd 0 580 6,641 07-11-2014 0.00 Edelweiss Securities Ltd 4,316 0 2,325 14-11-2014 0.00 Edelweiss Securities Ltd 0 57,765 60,090 21-11-2014 0.04 Edelweiss Securities Ltd 16,708 0 43,382 28-11-2014 0.03 Edelweiss Securities Ltd 0 47,446 90,828 05-12-2014 0.05 Edelweiss Securities Ltd 18,777 0 72,051 12-12-2014 0.04 Edelweiss Securities Ltd 68,587 0 3,464 19-12-2014 0.00 Edelweiss Securities Ltd 3,315 0 149 31-12-2014 0.00 Edelweiss Securities Ltd 0 15 164 02-01-2015 0.00 Edelweiss Securities Ltd 0 12,690 12,854 09-01-2015 0.01 Edelweiss Securities Ltd 104 0 12,750 16-01-2015 0.01 Edelweiss Securities Ltd 327 0 12,423 23-01-2015 0.01 Edelweiss Securities Ltd 644 0 11,779 30-01-2015 0.01 Edelweiss Securities Ltd 201 0 11,578 06-02-2015 0.01 Edelweiss Securities Ltd 0 36,538 48,116 13-02-2015 0.03 Edelweiss Securities Ltd 0 561 48,677 20-02-2015 0.03 Edelweiss Securities Ltd 0 51,393 100,070 27-02-2015 0.06 Edelweiss Securities Ltd 0 43,799 143,869 06-03-2015 0.08 Edelweiss Securities Ltd 0 2,167 146,036 13-03-2015 0.09 Edelweiss Securities Ltd 76,403 0 69,633 20-03-2015 0.04 Edelweiss Securities Ltd 4,715 0 64,918 27-03-2015 0.04 Edelweiss Securities Ltd 0 777 65,695 31-03-2015 0.04

(v) Shareholding of Directors and Key Managerial Personnel: Sr. Name of the Share Holder Sold bought Cumulative Date No. Holding 1 Ms. Urrshila Kerkar 0 0 4,639,600 31-03-2014 Ms. Urrshila Kerkar 0 0 4,639,600 31-03-2015 2 Mr. Ajay Ajit Peter Kerkar 0 0 2,744,672 31-03-2014 Mr. Ajay Ajit Peter Kerkar 0 0 2,744,672 31-03-2015 3 Mr. ABM Good 0 0 6,039,832 31-03-2014 Mr. ABM Good 0 0 6,039,832 31-03-2015 4 Mr. Pesi Patel 0 0 168,904 31-03-2014 Mr. Pesi Patel 0 0 168,904 31-03-2015 5 Mr. Narayanan 0 0 31-03-2014 Mr. Narayanan 0 0 31-03-2015 6 Mr. Bhargava 0 0 31-03-2014 Mr. Bhargava 0 0 31-03-2015 7 Mr. Anil Khandelwal 0 0 8,000 31-03-2014 Mr. Anil Khandelwal 0 0 8,000 31-03-2015 8 Ms. Rashmi Jain 0 0 31-03-2014 Ms. Rashmi Jain 0 0 31-03-2015

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V. INDEBTEDNESS ` in Lakhs Secured Loans Unsecured Total excluding deposits Loans Deposits Indebtedness Indebtedness at the beginning of the Financial Year (01.04.14) i) Principal Amount 58,733.00 24,266.00 - 82,999.00 ii) Interest due but not paid - - - - iii) Interest accrued but not due 200.59 65.89 - 266.48 Total (i+ii+iii) 58,933.59 24,331.89 - 83,265.48 Change in Indebtedness during the Financial Year Addition 1,500.00 15,000.00 - 16,500.00 Reduction (26,245.59) (21,831.89) - (48,077.48) Exchange Difference - - - - Net Change (24,745.59) (6,831.89) - (31,577.48) Indebtedness at the end of the Financial Year (31.03.15) i) Principal Amount 34,188.00 17,500.00 - 51,688.00 ii) Interest due but not paid - - - - iii) Interest accrued but not due 28.38 69.66 - 98.04 Total (i+ii+iii) 34,216.38 17,569.66 - 51,786.04 VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL Remuneration to Whole-time Directors and Key Managerial Personnel (in `) Sr. Particulars of Remuneration Name of the WTD Name of the KMP Name of the KMP No. Urrshila Kerkar Anil Khandelwal Rashmi Jain 1. Gross Salary (a) Salary as per provisions contained in 15,321,996 12,821,159 2,904,387 section 17(1) of the Income-tax Act, 1961 (b) Value of perquisites u/s 17(2) 39,600 0 0 Income-tax Act, 1961 (c) Profits in lieu of salary under - - - section 17(3) Income- tax Act, 1961 2 Stock Option - - - 3 Sweat Equity - - - 4 Commission - as % of profit - - - 5 Others (Gratuity, PF and Insurance) 16,269,211 457,331 104,325 Total (A) 20,001,546 13,278,490 3,008,712 6 Ceiling as per the Act ` 1,120.29 Lakhs (being 5% of the net profit of the Company calculated as per Section 198 of the Companies Act, 2013

Annual Report 2014-15 | 75 B. Remuneration to other Directors: Sr. No. Particulars of Remuneration Name of Directors Total Amount Ajay Ajit ABM Good Pesi Patel S. C. M. Peter Kerkar Bhargava Narayanan 1. Independent Directors a) Fee for attending board/ - - 180,000 210,000 200,000 590,000 committee meetings b) Commission - - 700,000 700,000 700,000 2,100,000 c) Others, please specify ------Total (1) - - 880,000 910,000 900,000 2,690,000 2. Other Non-Executive Directors a) Fee for attending board/ 60,000 140,000 - - - - committee meetings b) Commission ------c) others, please specify ------Total (2) 60,000 140,000 - - - - Total (B)=(1+2) 60,000 140,000 880,000 910,000 900,000 2,690,000 Total Managerial Remuneration Overall Ceiling as per ` 224.06 Lakhs (being 1% of the net profit of the Company calculated as per the Act Section 198 of the Companies Act, 2013) VII. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES: Type Section of Brief Details of Penalty/ Authority Appeal made, Companies Act Description punishment /compounding ( RD/NCLT/ if any fee imposed Court) ( give details) Penalty punishment compounding Other officers in Default NIL Penalty punishment compounding

76 | Cox & Kings Limited Business Overview Management Discussion & Analysis Statutory Reports Financial Statements

Report on Corporate Governance

In accordance with Clause 49 of the Listing Agreement with BSE Limited (BSE) and the National Stock Exchange of India Limited (NSE), the report containing the details of Corporate Governance systems and processes at Cox & Kings Limited is as follows: A. Statement on Company’s Philosophy on Code of Governance Cox & Kings Limited (C&K), Corporate Governance is all about maintaining a valuable relationship and trust with all stakeholders. We consider stakeholders as partners in our success, and we remain committed to maximising stakeholders’ value, be it shareholders, employees, suppliers, customers, investors, communities or policy makers. This approach to value creation emanates from our belief that sound governance system, based on relationship and trust, is integral to creating enduring value for all. We have a defined policy framework for ethical conduct of businesses. Corporate Governance encompasses a set of systems and practices to ensure that the Company’s affairs are being managed in a manner which ensures accountability, transparency and fairness in all transactions in the widest sense. The objective is to meet stakeholders’ aspirations and societal expectations. Good governance practices stem from the dynamic culture and positive mindset of the organisation. We are committed to meet the aspirations of all our stakeholders. This is demonstrated in shareholder returns, high credit ratings, governance processes and an entrepreneurial performance focused work environment. The essence of Corporate Governance lies in promoting and maintaining integrity, transparency and accountability in the management’s higher echelons. The demands of Corporate Governance require professionals to raise their competence and capability levels to meet the expectations in managing the enterprise and its resources effectively with the highest standards of ethics. It has thus become crucial to foster and sustain a culture that integrates all components of good governance by carefully balancing the complex inter-relationship among the Board of Directors, Audit Committee, Finance, Compliance, auditors and the senior management. We believe, Corporate Governance is not just a destination, but a journey to constantly improve sustainable value creation. It is an upward-moving target that we collectively strive towards achieving and we believe that your Company shall go beyond adherence to regulatory framework. Accordingly C&K corporate structure, business and disclosure practices have been aligned to its Corporate Governance Philosophy. Transparency, accountability, fairness and intensive communication with stakeholders are integral to C&K functioning. Your Company believe in system driven performance and performance oriented systems. We accord highest priority to these systems and protect the interests of all our shareholders. B. Board of Directors Board Composition As on March 31, 2015, the Company has six Directors with a Non-Executive Chairman. Of the six Directors, two are Non-Executive Directors and three are Independent Directors. The composition of the Board is in conformity with Clause 49 of the Listing Agreements entered into with the Stock Exchanges. As mandated by Clause 49, none of the Directors on the Board, are the Members of the more than ten Committees or Chairman of more than five Committee across all the public companies in which they are Directors. Necessary disclosures regarding Committee positions in other public companies as on March 31, 2015 have been made by the Directors. Name of Director* Position Directors in Public Membership/Chairmanship Companies* in Committee** Mr. ABM Good Non-Executive Chairman 2 3 Mr. Peter Kerkar Non-Executive Director 3 0 Ms. Urrshila Kerkar Executive Director 2 0 Mr. Pesi Patel Non- Executive & Independent Director 2 2 Mr. M. Narayanan Non- Executive & Independent Director 5 6 Mr. S. C. Bhargava Non- Executive & Independent Director 10 7 * the directorship held by Directors as mentioned above, do not include alternate directorship, directorship in foreign companies, companies registered under section 25 of the Companies Act and private limited companies. ** In accordance with Clause 49, Membership/Chairmanship of only the Audit Committee and Stakeholders Relationship Committee in all public limited companies has been considered.

Annual Report 2014-15 | 77 No Director is inter se related to any other Director on the Board, except Mr. Peter Kerkar and Ms. Urrshila Kerkar who are related to each other as brother and sister. Directors Profile A brief profile of Director retiring by rotation, nature of their expertise in specific functional areas and Company name in which they hold Directorship, Memberships/Chairmanship of Board Committees and shareholding in the Company are provided in this Annual Report. Board Meetings, Board Committee Meetings and Procedures The Company has put in place an internal governance structure with defined roles and responsibilities of every constituent of the system. The Company’s shareholders appoint the Board of Directors, which in turn governs the Company. The Board of Directors looks after the affairs of the Company, and are in a position of trust. The Board of Directors’ key purpose is to ensure the Company’s prosperity by collectively directing the Company’s affairs, whilst meeting the long term interests of its shareholders and stakeholders. The Board has established 5 Committees to discharge its responsibilities in an effective manner. C&K Company secretary acts as the secretary to all the Committees of the Board constituted under the Act. In addition to business and financial issues, Board of Directors also deals with challenges and issues relating to corporate governance, corporate social responsibility and corporate ethics. The Board also provides and evaluates the strategic direction of the Company, management policies and their effectiveness and ensures that the long-term interests of the shareholders are being served. The Board of Directors is assisted by the Senior Management Personnel in overseeing the functional matters of the Company. The Internal Guidelines for Board/Board Committee meetings facilitate the decision making process at the meetings of the Board/Committees in an informed and efficient manner. Ethics/Governance Policies At C&K, we strive to conduct our business and strengthen our relationships in a manner that is dignified, distinctive and responsible. We adhere to ethical standards to ensure integrity, transparency, independence and accountability in dealing with all stakeholders. Therefore, we have adopted various codes and policies to carry out our duties in an ethical manner. Some of these codes and policies are: • Code of Conduct • Code of Conduct for Prohibition of Insider Trading • Whistle Blower Policy • Policy on Materiality of Related Party Transactions and on Dealing with Related Party Transactions • Corporate Social Responsibility Policy • Policy for Selection of Directors and determining Directors Independence • Remuneration Policy for Directors, Key Managerial Personnel and other Employees • Policy for determining Material Subsidiaries Scheduling and selection of Agenda Items for Board Meetings The Meetings of the Board of Directors are scheduled well in advance and generally held at the Company’s Registered Office in Mumbai. The notice confirming the meeting and the detailed agenda is sent 7 days in advance to all the Directors. Senior Management of the Company is invited to attend the Board Meetings, to make presentations and provide clarifications as and when required. The Board meets at least once a quarter to review the quarterly performance and approves the financial results. All material information is incorporated in the Agenda for facilitating meaningful and focused discussions at the meeting. Where it is not practicable to attach any document to the agenda, the same is tabled before the meeting with specific reference to this effect in the Agenda. In special and exceptional circumstances, additional or supplementary item(s) on the Agenda are permitted. The Company Secretary records the minutes of the proceedings of each Board and Committee meeting. Draft minutes are circulated to all the members of the Board/Committee for their comments. The minutes are entered in the Minutes Book within 30 days from conclusion of each meeting. The important decisions taken at the Board/Committee meetings are communicated to the departments/divisions

78 | Cox & Kings Limited Business Overview Management Discussion & Analysis Statutory Reports Financial Statements

concerned promptly. Action taken report on the decision/minutes of the previous meeting(s) is placed at the immediately succeeding meeting of the Board/Committee for noting by the Board/Committee. The Company Secretary while preparing the Agenda, Notes on the Agenda, Minutes, etc. of the meeting(s), is responsible for and is required to ensure adherence to all the applicable laws and regulations and the Secretarial Standards recommended by the Institute of Company Secretaries of India. The Board of Directors of your Company has prescribed a Code of Conduct for all members of the Board and the Senior Management of your Company. The Code of Conduct is available on your Company’s website www.coxandkings.com All the members of the Board and the Senior Management personnel of your Company have affirmed their compliance with the Code of Conduct for the year ended March 31, 2015. A declaration signed by the Executive Director and Chief Financial Officer (CFO) to this effect is attached to the Annual Report. Board Meetings Six Board Meetings were held during the year. The Board of Directors of your Company met on May 30, 2014, August 14, 2014, October 09, 2014, November 14, 2014, November 20, 2014, February 13, 2015. The last Annual General Meeting of the Company was held on September 26, 2014. Director No. of No. of Board Meetings Whether Last AGM Board Meetings Held Attended Attended (Yes/No) Mr. ABM Good 6 5 Yes Mr. Peter Kerkar 6 2 Yes Ms. Urrshila Kerkar 6 5 No Mr. Pesi Patel 6 5 Yes Mr. M. Narayanan 6 6 Yes Mr. S.C. Bhargava 6 6 Yes Note: Video/teleconferencing facilities are also used to facilitate Directors travelling abroad or at other locations to participate in the meetings. Every Independent Director, at the first meeting of the Board in which he participates as a Director and thereafter at the first meeting of the Board in every financial year, gives a declaration that he meets the criteria of independence as provided under law. Familiarisation programmes for Board Members The Board members are provided with necessary documents/brochures, reports and internal policies to enable them to familiarise with the Company’s procedures and practices. Periodic presentations are made at the Board and Board Committee Meetings, on business and performance updates of the Company, business strategy and risks involved. Quarterly updates on relevant statutory changes and landmark judicial pronouncements encompassing important laws are regularly circulated to the Directors. The details of such familiarization programmes for Independent Directors are posted on the website of the Company and can be accessed at www.coxandkings.com Meetings of Independent Directors The Company’s Independent Directors meet at least once in every financial year without the presence of Executive Directors or management personnel. Such meetings are conducted informally to enable Independent Directors to discuss matters pertaining to the Company’s affairs and put forth their views to the Chairman and whole time Director. Code of Conduct The Company has in place a comprehensive Code of Conduct (the Code) applicable to all the employees and Non- executive Directors including Independent Directors. The Code is applicable to Non-executive Directors including Independent Directors to such extent as may be applicable to them depending on their roles and responsibilities. The Code gives guidance and support needed for ethical conduct of business and compliance of law. The Code reflects the values of the Company viz.- Customer Value, Ownership Mind-set, Respect, Integrity, One Team and Excellence. A copy of the Code has been put on the Company’s website (www.coxandkings.com). The Code has been circulated to Directors and Management Personnel, and its compliance is affirmed by them annually.

Annual Report 2014-15 | 79 A declaration signed by the Company’s Chairman and whole time Director is published in this Report. C. Board Committees In compliance with both the mandatory and non-mandatory requirements under the Listing Agreement, and the applicable laws, the Board of Directors of your Company has constituted the following Committees: • Audit Committee • Stakeholders Relationship Committee • Nomination and Remuneration Committee • Corporate Social Responsibility and Governance Committee • Risk Management Committee (i) Audit Committee The Audit Committee of the Company is constituted in line with the provisions of Clause 49 of the Listing Agreement and Section 292A of the Companies Act 1956. The Audit Committee has been granted powers as prescribed under clause 49 II (C) of the Listing Agreement. Generally, all the items listed in Clause 49 II (D) are covered in the terms of reference and inter-alia includes: • Overseeing of the Company’s financial reporting process and the disclosure of its financial information to ensure that the financial statements are correct, sufficient and credible. • Recommending to the Board, the appointment, reappointment and if required, the replacement or removal of Statutory Auditors and fixation of audit fees. • Approval of payment to Statutory Auditors for any other services rendered by the Statutory Auditors. • Reviewing with the management, the annual financial statements before submission to the Board for approval, with special emphasis on accounting policies and practices, compliance and other legal requirements concerning financial statements. • Review the adequacy of internal audit function, significant internal audit findings and follow-ups thereon • Review of Management Discussion and Analysis. • Review Material Individual Transactions with related parties not in normal course of business or which are nor on a arms length basis. • Review financial statements and investment of unlisted subsidiaries companies. • Review of uses/application of funds raised through an issue (public issue, rights issue, preferential issue, etc). The Audit Committee invites such of the executives, as it considers appropriate (more particularly the head of the finance functions), representatives of the Statutory Auditors and Internal Auditors to be present at its meeting. The Company Secretary acts as the Secretary to the Audit Committee. A summary statement of transactions with related parties was placed periodically before the Audit Committee during the year. Suitable disclosures have been made in the financial statements. The composition of the Audit Committee and the details of meeting attended by its members are give below:

Sr. Name Category No. of Meetings No. of Meetings No. Held Attended 1 Mr. M. Narayanan (Chairman) Independent, Non Executive 4 4 2 Mr. Pesi Patel Independent, Non Executive 4 4 3 Mr. S. C Bhargava Independent, Non Executive 4 4 4 Mr. A. B. M. Good Non Independent, Non Executive 4 4 The Audit Committee of the Company met 4 times during the year 2014-15: May 30, 2014, August 14, 2014, November 14, 2014 and February 13, 2015. (ii) Stakeholders Relationship Committee The ‘Stakeholders Relationship Committee’ was constituted by the Board on May 30, 2014 consequent to the dissolution of the ‘Shareholders’/Investors’ Grievance Committee’. The Stakeholders Relationship Committee’ is primarily responsible to review all matters connected with the Company’s transfer of securities and redressal of

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shareholders’/investors’/security holders’ complaints. The Committee also monitors the implementation and compliance with the Company’s Code of Conduct for prohibition of Insider Trading. The Stakeholders Relationship Committee’s composition and the terms of reference meet with the requirements of Clause 49 of the Listing Agreement and provisions of the Companies Act, 2013. Terms of Reference of the Committee, inter alia, includes the following: • Oversee and review all matters connected with the transfer of the Company’s securities • Approve issue of the Company’s duplicate share/debenture certificates • Monitor redressal of investors’/shareholders’/security holders’ grievances • Oversee the performance of the Company’s Registrars and Transfer Agents • Recommend methods to upgrade the standard of services to investors • Monitor implementation of the Company’s Code of Conduct for Prohibition of Insider Trading • Carry out any other function as is referred by the Board from time to time or enforced by any statutory notification/ amendment or modification as may be applicable Company Secretary is the Compliance Officer for complying with requirements of Securities Laws and Listing Agreements with Stock Exchanges. The Shareholders’/Investors’ Grievance Committee met 1 time during the year 2014-15 on February 13, 2015. Investor Grievance Redressal The status report on the number of shareholder complaints/request received and replied by the Company during the year under review and break up is as under:

Sr. No. Type of Complaints No. of Complaints 1 Non- receipt of Dividend warrant 10 2 Non – receipt of Annual Reports 17 Total 27 There were no outstanding complaints as on 31st March 2015. The composition of the Stakeholders Relationship Committee’s and the details of meeting attended by its members are give below:

Sr. No. Name of Director Executive/ No of Meeting No of meeting Non Executive held attended 1 Mr. Pesi Patel ( Chairman) Independent, Non Executive 1 1 2 Mr. M. Narayanan Independent, Non Executive 1 1 3 Mr. S. C Bhargava Independent, Non Executive 1 1 4 Mr. A. B. M. Good Non Independent, Non Executive 1 1 (iii) Nomination and Remuneration Committee The ‘Nomination and Remuneration Committee’ was constituted by the Board on May 30, 2014 consequent to the dissolution of the ‘Remuneration Committee. The Nomination and Remuneration Committee’s composition and the terms of reference meet with the requirements of Companies Act, 2013. Terms of Reference of the Committee, inter alia, includes the following: • The Nomination and Remuneration Committee shall identify persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down, recommend to the Board their appointment and removal and shall carry out evaluation of every director’s performance. • The Nomination and Remuneration Committee shall formulate the criteria for determining qualifications, positive attributes and independence of a director and recommend to the Board a policy, relating to the remuneration for the directors, key managerial personnel and other employees.

Annual Report 2014-15 | 81 • The Nomination and Remuneration Committee shall, while formulating the policy ensure that: (a) the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate directors of the quality required to run the Company successfully; (b) relationship of remuneration to performance is clear and meets appropriate performance benchmarks; and (c) remuneration to directors, key managerial personnel and senior management involves a balance between fixed and incentive pay reflecting short and long-term performance objectives appropriate to the working of the Company and its goals. Remuneration Policy The Company pays remuneration by way of salary, benefits, perquisites and allowances (fixed component). Annual increments are decided by the Remuneration Committee within the salary scale approved by the members and are effective April 1, each year. Remuneration to Non-Executive Directors Non-Executive Directors of the Company play a crucial role in the independent functioning of the Board. They bring in an external perspective to decision-making, and provide leadership and strategic guidance while maintaining objective judgments. They also oversee corporate governance framework of the Company. Sitting fee: Non-Executive Directors are paid sitting fee of `20,000/- for attending each meeting of the Board and `10,000/- per Committee Meeting. Commission: Three Independent Directors are paid commission amounting to `7,00,000/- on an annual basis and the total commission payable to such Directors does not exceed 1% of the net profits of the Company. Sitting Fees and Commission paid to Directors during the year 2014-15 are as detailed below: (Amounts in `)

Name Sitting Fee (Board Meeting including Sitting Fee Commission Total Independent Director Meeting ) (Audit Committee) Mr. Pesi Patel 120,000 40,000 700,000 860,000 Mr. M. Narayanan 140,000 40,000 700,000 880,000 Mr. S. C. Bhargava 140,000 40,000 700,000 880,000 Mr. ABM Good 80,000 40,000 - 120,000 Mr. Peter Kerkar 40,000 - - 40,000 None of the Directors are entitled to any benefit upon termination of their association with our Company. Remuneration to Executive Director Nomination and Remuneration Committee at its Meeting held on 30th May, 2013 and Members at the Seventy Third Annual General Meeting held on 17th September, 2013 approved revision in the remuneration paid to Ms. Urrshila Kerkar, Whole-time Director of the Company with effect from 01st April, 2013. The details of remuneration paid to the Executive Director during the year ended March 31, 2015:

Particulars Amount Salary (HRA, bonus, business meeting expenses) 19,961,946 Perquisites (Car, holidays) 396,000 Total 20,001,546 The Company also pays retrial benefits (Provident funds, gratuity) to Whole Time Director. The Company has no stock plans for the Directors. During the year under review, none of the Directors was paid any performance-linked incentive. Further, there are no pecuniary relations or transactions between the Independent Directors and Company, except for the sitting fees and commission drawn by Non-Executive and Independent Directors for attending meeting of the Board and its Committee(s) thereof.

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The details of number of shares held by the Non Executive Directors in the Company are as under:

Name of Director Category No. of shares held Mr. A.B.M.Good Non Executive Chairman 6,039,832 Mr. Peter Kerkar Non Executive Director 2,744,672 Mr. Pesi Patel Independent Director 168,904 Apart from the above, none of the Non-Executive (including Independent) Directors hold any shares (as own or on behalf other person on beneficial basis) in the Company. The composition of the Nomination and Remuneration Committee and the details of the meetings attended by its members are given below: Sr. No. Name of Director Executive/Non Executive Meetings Held Meetings Attended 1 Mr. Pesi Patel (Chairman) Independent, Non Executive 1 1 2 Mr. M. Narayanan Independent, Non Executive 1 1 3 Mr. S. C Bhargava Independent, Non Executive 1 1 4 Mr. A. B. M. Good Non Executive 1 1 5. Mr. Peter Kerkar Non Executive Director 1 1 One Meeting of the Remuneration Committee was held during the year on February 13, 2015. (iv) Corporate Social Responsibility and Governance Committee The Corporate Social Responsibility and Governance (CSR&G) Committee was constituted by the Board on May 30, 2014 considering requirements of the Companies Act, 2013 relating to the constitution of a Corporate Social Responsibility Committee. The Committee’s prime responsibility is to assist the Board in discharging its social responsibilities by way of formulating and monitoring implementation of the framework of ‘corporate social responsibility policy’, observe practices of Corporate Governance at all levels, and to suggest remedial measures wherever necessary. The Committee’s constitution and terms of reference meet with the requirements of the Companies Act, 2013. Terms of Reference of the Committee, inter alia, includes the following: • To formulate and recommend to the Board, a Corporate Social Responsibility (CSR) Policy indicating activities to be undertaken by the Company in compliance with provisions of the Companies Act, 2013 and rules made there under • To recommend the amount of expenditure to be incurred on the CSR activities • To monitor the implementation of the framework of the CSR Policy • To approve the Corporate Sustainability Report and oversee the implementation of sustainability activities • To observe corporate governance practices at all levels and to suggest remedial measures wherever necessary • To ensure compliance with corporate governance norms prescribed under Listing Agreements with Stock Exchanges, the Companies Act and other statutes or any modification or re-enactment thereof • To advise the Board periodically with respect to significant developments in the law and practice of corporate governance, and to make recommendations to the Board for appropriate revisions to the Company’s Corporate Governance Guidelines • To monitor the Company’s compliance with Corporate Governance Guidelines and applicable laws and regulations, and make recommendations to the Board on all such matters and on any corrective action to be taken, as the Committee may deem appropriate • To review and assess the adequacy of the Company’s Corporate Governance Manual, Code of Business Conduct & Ethics for Directors and Management Personnel, Code of Ethics and other internal policies and guidelines, and monitor that principles described therein are being incorporated into the Company’s culture and business practices • To formulate/approve codes and/or policies for better governance • To provide correct inputs to the media so as to preserve and protect the Company’s image and standing

Annual Report 2014-15 | 83 • To disseminate factually correct information to investors, institutions and the public at large • To establish effective on important corporate communication on behalf of the Company with the assistance of consultants/advisors, if necessary • To ensure institution of standardised channels of internal communications across the Company to facilitate a high level of disciplined participation • To carry out any other function as is mandated by the Board from time to time and/or enforced by any statutory notification, amendment or modification as may be applicable or as may be necessary or appropriate for performance of its duties. Composition of the Committee

Sr. No. Name of Director Executive/Non Executive 1 Ms. Urrshila Kerkar Whole Time Director 2 Mr. Peter Kerkar Non-Executive Director 3 Mr. S.C. Bhargava Independent, Non Executive Director (V) Risk Management Committee The Risk Management Committee (RM Committee) was constituted by the Board on 20th November 2014 adhering to the requirements of the Companies Act, 2013 and Clause 49 of the Listing Agreement. The Committee’s prime responsibility is to implement and monitor the risk management plan and policy of the Company. The Committee’s constitution meets with the requirements of Clause 49 of the Listing Agreement. Role and Responsibilities of the Committee includes the following: • Framing of Risk Management Plan and Policy • Overseeing implementation of Risk Management Plan and Policy • Monitoring of Risk Management Plan and Policy Validating the process of risk management, Validating the procedure for Risk Minimisation • Periodically reviewing and evaluating the Risk Management Policy and practices with respect to risk assessment and risk management processes • Continually obtaining reasonable assurance from management that all known and emerging risks have been identified and mitigated or managed • Performing such other functions as may be necessary or appropriate for the performance of its oversight function Risk Management Policy of the Company inter-alia provides as under: • Business/Strategic Risk: The Board oversees the risks which are inherent in the businesses pursued by the Company. The oversight is through review/approval of business plans, projects and approvals for business strategy/policy. • Operational Risks: These are being mitigated by internal policies and procedures which are updated from time to time to address reviewed risks. • Financial Risks: These risks are addressed on an on-going basis by Treasury, Insurance and Foreign exchange team. Due oversight on financial risks is exercised by the Audit Committee in its meetings. The Company is actively engaged in assessing and monitoring the risks of each of the businesses and overall for the Company as a whole. The top tier of risks for the Company is captured by the operating management after serious deliberations on the nature of the risk being a gross or a net risk and thereafter in a prioritized manner presented to the Board for their inputs on risk mitigation/management efforts. The Board engages in the Risk Management process and has set out a review process so as to report to the Board the progress on the initiatives for the major risks of each of the businesses that the Company is into. The Company also has an Comprehensive risk management policy with respect to its foreign exchange business and the same is periodically reviewed by the Audit Committee & Board of Directors of the Company. Pursuant to RBI Master Circular No.10/2012-13 dated July 2, 2012 the Company had obtained a certificate from the Statutory Auditors certifying that the Company has compliant with KYC/AML/CFT guidelines issued by the RBI from time to time.

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Meeting Details One meeting of the Committee was held during the year on 13th February 2015 Composition of the Committee

Sr. No. Name of Director Executive/Non Executive 1 Mr. Peter Kerkar Non-Executive 2 Mr. Pesi Patel Independent, Non Executive 3 Mr. S. C. Bhargava Independent, Non Executive Independent Directors Meeting: During the year, meeting of independent directors were held on 05th January, 2015. Below are the details of Independent Directors of the Company:

Sr. No. Name Category No. of Meetings Held No. of Meetings Attended 1 Mr. M. Narayanan Independent, Non Executive 1 1 (Chairman) 2 Mr. Pesi Patel Independent, Non Executive 1 1 3 Mr. S. C Bhargava Independent, Non Executive 1 1 D. Subsidiary Monitoring Framework All subsidiary companies of the Company are managed with their Boards having the rights and obligations to manage such Companies in the best interest of their stakeholders. The Company monitors performance of subsidiary Companies, inter alia, by the following means: (a) Financial statements, in particular the investments made by the unlisted subsidiary companies, are reviewed quarterly by the Audit Committee of the Company. (b) All minutes of Board meetings of the unlisted subsidiary companies are placed before the Company’s Board regularly. (c) A statement containing all significant transactions and arrangements entered into by the unlisted subsidiary companies is placed before the Company’s Board. The Company does not have any material unlisted Indian subsidiary and hence, is not required to nominate an Independent Director of the Company on the Board of such subsidiary Company. E. Related Party Disclosure Details of related party transactions entered into by the Company are included in the Notes to Accounts. There are no materially significant related party transactions of the Company, which have potential conflict with the interests of the Company at large. The Company’s major related party transactions are generally with its subsidiaries and associates. The related party transactions are entered into based on the considerations of various business exigencies such as synergy in operations, sectoral specialization and the Company’s long term strategy. All the related party transactions are negotiated on arms length basis and are intended to further the interest of the Company. F. Whistle Blower Policy The Company has a whistle blower mechanism wherein the employees can approach the Management of the Company (Audit Committee in case where the concern involves the Senior Management) and make protective disclosures to the Management about unethical behaviour, actual or suspected fraud or violation of the Company’s Code of Conduct. The Whistle Blower Policy requires every employee to promptly report to the Management any actual or possible violation of the Code or an event he becomes aware of that could affect the business or reputation of the Company. The disclosures reported are addressed in the manner and within the time frames prescribed in the policy. A mechanism is in place whereby any employee of the Company has access to the Chairman of the Audit Committee to report any concern. No person has been denied access to the Chairman to report any concern. Further, the said policy has been disseminated within the organisation and has also been posted on the Company’s website.

Annual Report 2014-15 | 85 G. General Body Meetings Annual General Meetings and other General Body meeting of the last 3 years The details of general meeting held during the last 3 years and the special resolutions passed thereat are given below:

Year Date Venue & Time Summary of Resolution Passed 2013-14 AGM held on Rama & Sundari Watumull Auditorium, Special Business: Appointment of September 26, 2014 K. C. College Building, Vidyasagar Independent Directors, Adoption of New Principal K. M. Kundnani Chowk, 124, Article of Association, To invite to Dinshaw Wachha Road, Churchgate, subscribe to NCD on Private Placement, Mumbai – 400020 Approval of Borrowing Power of the Company, Approval of Creation of charge on property of the Company. 2012-13 AGM held on Walchand Hirachand Hall, 4th Floor, Special Business: Revision in September 17, 2013 Indian Merchant Chambers, IMC remuneration of Whole Time Director Building, IMC Marg, Churchgate, Mumbai – 400020. 2011-12 AGM held on Y. B. Chavan Auditorium, Gen. J. Bhosale Special Business: Re-appointment of September 28, 2012 Marg, Opp. Mantralaya, Nariman Point, Whole Time Director,Raising of Resources Mumbai - 400 021 at 10.30 a.m. through Issue of Securities, Authority to the Board Under Section 293(1)(d) of the Companies Act, 1956 to borrow in excess of the present limit, Authority to the Board Under Section 293(1)(a) of the Companies Act, 1956 for creation of charge/mortgages, Utilisation of IPO Proceeds Special resolution passed through Postal Ballot During the year, the members of the Company have approved the issuance and allotment of Equity Shares and/or other securities on private placement basis not exceeding Rs 1200 Crs by passing a Special Resolution through postal ballot on November 11, 2014 . The details of the voting pattern in respect of Special Resolution was as under:

Category No. of shares No. Of votes % of votes No. of Votes – No. of Votes – % of votes % of votes held polled polled on in favour against in favour in against on outstanding on votes votes polled shares polled (1) (2) (3)=[(2)/(1)] (4) (5) (6)=[(4)/(2)] (7)= [(5)/(2)] *100 (\*100 *100 Promoter and promoter group 81,244,281 81,244,281 100.00% 81,244,281 0 100.00% 0.00% Public institutional holders 35,534,306 19,478,966 54.82% 12,400,748 7,078,218 63.66% 36.34% Public – others 19,749,303 265,643 1.35% 180,995 84,648 68.13% 31.87% Total 136,527,890 100,988,890 73.97% 93,826,024 7,162,866 92.91% 7.09% During the year, the members of the Company have approved the issuance and allotment of 72,50,000 Warrants on a preferential allotment basis, to Standford Trading Private Limited, a promoter group Company at a price determined in accordance with the provisions of Regulation 76 ICDR Regulations on 24th December 2014.

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The details of the voting pattern in respect of Special Resolution was as under:

Category No. Of shares No. Of votes % of votes No. Of Votes – No. Of Votes – % of votes % of votes held polled polled on in favour against in favour in against on outstanding on votes votes polled shares polled (1) (2) (3)=[(2)/(1)] (4) (5) (6)=[(4)/(2)] (7)= [(5)/(2)] *100 (\*100 *100 Promoter and promoter group 81,244,281 81,244,281 100.00% 81,244,281 0 100.00% 0.00% Public institutional holders 35,041,016 19,690,797 56.19% 19,260,797 430,000 97.82% 2.18% Public – others 20,242,593 157,236 0.78% 145,065 12,171 92.56% 7.74% Total 136,527,890 101,092,314 74.04% 100,650,143 442,171 99.56% 0.44% The procedure adopted for the postal Ballot was as follows- 1. A postal Ballot Notice was sent to all the shareholders along with Postal Ballot Form & the explanatory Statement pursuant to section 110 of companies Act, 2013 seeking their approval/dissent to the proposed resolutions. The Company has also completed the despatch of Postal Ballot through E-mail, wherever applicable, with request for e- voting. 2. The Board of Directors appointed Mr. Dilip Bharadiya, Company Secretary in practice, as a scrutinizer for conducting the Postal Ballot exercise. 3. Particulars of all the Postal Ballot papers as well as E-voting communications received from the members have been entered in a Register, separately maintained for the purpose. 4. The Postal Ballot papers as well as E-voting communications were duly opened in presence of scritinizer & scrutinized & the shareholding was matched/confirmed with the Register of Members of the Company/list of beneficiaries. 5. Upon the receipt of duly filled in Postal Ballot Forms & completion of scrutiny thereof, the scrutinizer submitted his report to the chairman. 6. The results of postal Ballot was announced on November 11, 2014 & December 24, 2014 respectively. H. General Shareholders Information: Company Registration Details The Company is registered in the State of Maharashtra, India. The Corporate Identification Number (CIN) allotted to the Company by the Ministry of Corporate Affairs (MCA) is L63040MH1939PLC011352 Annual General Meeting Day/Date : Friday, 25th September 2015 Time : 11.00 am Venue : Rama and Sundri Watumill Auditorium, K.C. College Building, Vidyasagr Principal, K.M. Kundanani Chowk, 124, Dinshaw Wachha Road, Churchgate, Mumbai - 400020 Dates of Book closure The Register of Members and Share Transfer Books will remain closed from 19th September 2015 to 25th September 2015 (both days inclusive) to determine the entitlement of shareholders to receive the final Dividend as may be declared for the year ended March 31, 2015. Dividend Payment Date The final dividend, if declared, shall be paid/credited by 09th October, 2015.

Annual Report 2014-15 | 87 The tentative calendar for declaration of results for the financial year 2015-2016 is as under: For Quarter ending- June 30, 2015 Before August 14, 2015 For Quarter ending- September 30, 2015 Before November 14, 2015 For Quarter ending- December 31, 2015 Before February 14, 2016 For Quarter ending- March 31, 2016 Before May 30, 2016 Listing on Stock Exchanges: As on 31st March 2015, the securities of the Company are listed on the following exchanges:

Stock Exchanges Scrip Code ISIN Bombay Stock Exchange 533144 INE008I01018 National Stock Exchange COX&KINGS INE008I01018 Luxembourg Stock Exchange CoxKings GDR ne US2238991051 Listing fee for the year 2015-16 has been paid to all the Stock Exchanges (both domestic and international) where the Company’s securities are listed. Equity Shares and Global Depository Receipts (GDR) Registrar and Transfer Agents Karvy Computer Share Private Limited, Karvy Selenium Tower B, Plot 31-32, Gachibowli, Financial District, Nanakramgudu, Hyderabad- 500008. Email id: [email protected] Contact person: Mr. S.V. Raju Depository-GDR BNY Mellon Shareowner Services 211 Quality Circle, Suite 210 College Station, Texas 77845 For Debt Securities: Debenture Trustees: Axis Trustee Services Limited Axis House, 2nd Floor, Bombay Dyeing Mills Compound, Pandurang Budhkar Marg, Worli, Mumbai- 400 025 Means of Communication with Shareholders/Analysts Your Company has established procedures to disseminate, in a planned manner, relevant information to shareholders, analysts, employees and the society at large. Quarterly, half-yearly and annual financial results are published in leading dailies. Audit Committee of the Company reviews the earnings press releases, annual and quarterly reports of the Company, before they are presented to the Board of Directors for their approval for release. News Releases, Presentations, etc.: All the news releases and presentations made at investor conferences and to analysts are posted on the Company’s website at www.coxandkings.com. Quarterly results: quarterly results are published in widely circulated national newspapers. The results are also displayed on the Company’s website www.coxandkings.com Website: The Company’s website www.coxandkings.com contains a separate dedicated section “Investors Relations” where shareholders information is available. The Annual Report of the Company, earnings press releases and quarterly reports of the Company etc. are also available on the website in a user-friendly and downloadable form.

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Annual Report: Annual Report containing, inter alia, Audited Annual Accounts, Consolidated Financial Statements together with Directors’ Report, Auditors’ Report and other important information are circulated to members and others entitled thereto. The Management Discussion and Analysis (MD&A) Report forms part of the Annual Report. Reminder to Investors: Reminders for unclaimed shares, unpaid dividend/unpaid interest or redemption amount on debentures are sent to shareholders/debenture holders as per records every year. NSE Electronic Application Processing System (NEAPS): The NEAPS is a web-based application designed by NSE for corporates. All periodical compliance filings like shareholding pattern, corporate governance report, media releases, among others are filed electronically on NEAPS. BSE Corporate Compliance & Listing Centre (the ’Listing Centre‘): BSE’s Listing Centre is a web-based application designed for corporates. All periodical compliance filings like shareholding pattern, corporate governance report, media releases, among others are also filed electronically on the Listing Centre. SEBI Complaints Redress System (SCORES): The investor complaints are processed in a centralised web-based complaints redress system. The salient features of this system are: Centralised database of all complaints, online upload of Action Taken Reports (ATRs) by concerned companies and online viewing by investors of actions taken on the complaint and its current status. Designated exclusive email-id: The Company has designated the following email-ids exclusively for investor servicing: • for queries on Annual Report: [email protected] • for institutional investors/analysts queries: [email protected] Unclaimed Dividend Section 124 of the Companies Act, 2013, mandates the Company to transfer dividend that has been unclaimed for a period of 7 years from the unpaid dividend account to the Investor Education and Protection Fund (IEPF). Accordingly, the dividend for the years mentioned below, if unclaimed within a period of 7 years will be transferred to IEPF.

Financial Year Type of Dividend Dividend per share Date of Declaration Due date for transfer 2013-14 Final ` 1 per share 26th September, 2014 26th September, 2021 (on the face value of ` 5 per share) 2012-13 Final ` 1 per share 17th September, 2013 17th September, 2020 (on the face value of ` 5 per share) 2011-12 Final ` 1 per share 28th September, 2012 27th September, 2019 (on the face value of ` 5 per share) Equity Shares Suspense Account As per Clause 5A of the Listing Agreement, the Company reports the following details in respect of equity shares lying in the suspense account as on March 31, 2015:

Particulars No. of Share Holders No. of Equity Shares Aggregate Number of shareholders and the outstanding 14 1080 shares in the suspense account lying as on April 1, 2014 Number of shareholders who approached the Company - - for transfer of shares from suspense account during the year Number of shareholders to whom shares were transferred - - from the suspense account during the year Aggregate Number of shareholders and the outstanding 14 1080 shares in the suspense account lying as on March 31, 2015 The voting rights on the shares in the suspense accounts as on March 31st 2015 till the rightful owners of such shares claim the shares

Annual Report 2014-15 | 89 Dematerialization of Shares: 99.98% of the Company’s paid up capital has been dematerialized up to March 31, 2015. Trading of equity shares of the Company is permitted only in demateralised form.

Sr. No. Category No. of Holders Total Shares % To Equity 1 Physical 5 206 0.000122% 2 N S D L 18,921 165,606,818 97.80% 3 C D S L 7,535 3,707,866 2.18% Total 26,461 169,314,890 100.00% Share transfers are processed and share certificates duly endorsed are delivered within a period of seven days from the date of receipt, subject to documents being valid and complete in all respects. The Board has delegated the authority for approving transfer, transmission, etc. of the Company’s securities to the Whole Time Director and/or Company Secretary. A summary of transfer/transmission of securities of the Company so approved by the whole time Director/Company Secretary is placed at every Board meeting/Stakeholders’ Relationship Committee. The Company obtains from a Company Secretary in Practice half-yearly certificate of compliance with the share transfer formalities as required under Clause 47(c) of the Listing Agreement and files a copy of the said certificate with Stock Exchanges. I. Outstanding GDRs The Global Depository Receipts (GDRs) issued in August, 2010 are listed on the Luxembourg Stock Exchange since then. Outstanding GDRs as on March 31, 2015 represent 336,310 equity shares constituting 0.20% of the paid-up Equity Share Capital of the Company. Each GDR represents 1 underlying equity shares in the Company. GDR is not a specific time-bound instrument and can be surrendered any time and converted into the underlying equity shares in the Company. The shares so released in favor of the investors upon surrender of GDRs can either be held by the investors concerned in their name or sold off in the Indian secondary markets for cash. To the extent of the shares so sold in Indian markets, GDRs can be reissued under the available headroom. J. Stock Market Price Data from 01st April 2014 - 31st March 2015

Month BSE NSE High Price Low Price High Price Low Price April 14 168.45 150 168.70 150.00 May 14 184.35 145.25 184.30 145.00 June 14 222.65 159.25 222.60 178.50 July 14 278.35 213.15 278.40 213.40 August 14 310.05 254.35 309.80 257.00 September 14 366.30 263.30 367.95 262.80 October 14 331.00 277.05 331.40 276.10 November 14 320.65 285.00 318.65 282.00 December 14 304.00 257.00 304.00 251.20 January 15 331.00 289.30 330.85 289.00 February 15 343.90 291.70 342.35 291.00 March 15 332.00 307.50 331.80 309.00

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Shareholding Pattern as on March 31, 2015

Shareholders No. of Shares % Promoter and Promoter Group Holding 8,12,44,281 47.98% Foreign Institutional Investor 5,50,72,786 32.53% Mutual Funds 27,85,016 1.64% Bodies Corporate 88,57,790 5.23% Resident Individuals 89,43,442 5.28% Foreign Corporate Bodies 3,36,310 0.20% Others 1,20,75,265 7.14% Total 16,93,14,890 100%

Annual Report 2014-15 | 91 Distribution Schedule as on March 31, 2015

Category (Amount) No. of Cases % of Cases Total Shares Amount % of Amount 1-5000 25,542 96.53% 3,303,070 16,515,350 1.95% 5001- 10000 364 1.38% 544,768 2,723,840 0.32% 10001- 20000 188 0.71% 554,756 2,773,780 0.33% 20001- 30000 76 0.29% 393,376 1,966,880 0.23% 30001- 40000 34 0.13% 243,653 1,218,265 0.14% 40001- 50000 30 0.11% 281,271 1,406,355 0.17% 50001- 100000 64 0.24% 916,415 4,582,075 0.54% 100001& Above 163 0.62% 16,307,7581 815,387,905 96.32% Total 26,461 100% 169,314,890 846,574,450 100% K. Other information: Compliance Certificate of The Auditors Certificate from the Company’s Auditors, M/s. Chaturvedi & Shah, confirming compliance with conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement, is attached to this Report. This report will be sent to the stock exchanges along with the annual report to be filed by the Company. Details of Capital market non-compliance. There has been no instance of non-compliance by the Company of any legal requirements; nor has there been any penalty, stricture imposed on the Company by any Stock Exchange, SEBI or any statutory authority on any matter related to the capital markets during the year under review. Adoption of Mandatory and Non-Mandatory Requirements of Clause 49 The Company has complied with all mandatory requirements of Clause 49 of the Listing Agreement. The Company has adopted following non-mandatory requirements of Clause 49 of the Listing Agreement: Audit Qualification The Company is in the regime of unqualified financial statements. Reporting of Internal Auditor The Internal Auditor directly reports to the Audit Committee

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CEO AND CFO CERTIFICATION The Whole Time Director/CEO and the Chief Financial Officer of the Company give annual certification on financial reporting and internal controls to the Board in terms of Clause 49 of the Listing Agreement. The Whole Time Director and the Chief Financial Officer also give quarterly certification on financial results while placing the financial results before the Board in terms of Clause 41 of the Listing Agreement. The annual certificate given by the Whole Time Director and the Chief Financial Officer is published in this Report.

CERTIFICATE ON COMPLIANCE WITH CODE OF CONDUCT I hereby confirm that the Company has obtained from all the members of the Board and Management Personnel, affirmation that they have complied with the Code of Conduct for the financial year 2014-15. For Cox & Kings Limited Urrshila Kerkar Whole Time Director Mumbai, May 15, 2015

CEO/CFO CERTIFICATION UNDER CLAUSE 49 (IX) To, The Board of Directors Cox & Kings Limited 1. We have reviewed financial statements and the cash flow statement for the year 2014-15 and that to be the best of our knowledge and belief: i. These statements do not contain any materially untrue statement or omit any material fact or contain statements that might be misleading; ii. These statements together present a true and fair view of the Company’s affairs and are in compliance with existing accounting standards and, applicable laws and regulations. 2. There are, to the best of our knowledge and belief, no transactions entered into by the Company during the year which are fraudulent, illegal or violative of the Company’s Code of Conduct. 3. We accept responsibility for establishing and maintaining internal controls and that we have evaluated the effectiveness of the internal control systems of the Company pertaining to financial reporting. We have not come across any reportable deficiencies in the design or operation of such internal controls. 4. We have indicated to the auditors and the Audit Committee: (i) that there are no significant changes in internal control over financial reporting during the year; (ii) that there are no significant changes in accounting policies during the year; and (iii) that there are no instances of significant fraud of which we have become aware.

For Cox & Kings Ltd

Urrshila Kerkar Anil Khandelwal Whole Time Director Chief Financial Officer

Mumbai, May 15, 2015

Annual Report 2014-15 | 93 Auditors’ Certificate

To, The Members of COX & KINGS LIMITED We have examined the compliance of conditions of Corporate Governance by COX & KINGS LIMITED (“the Company”), for the year ended on 31st March 2015, as stipulated in Clause 49 of the Listing Agreement of the Company with the Stock Exchanges. The compliance of conditions of Corporate Governance is the responsibility of the Management. Our examination was limited to procedures and implementation thereof, adopted by the Company for ensuring the compliance of the conditions of the Corporate Governance as stipulated in the said Clause. It is neither an audit nor an expression of opinion on the financial statements of the Company. In our opinion and to the best of our information and explanations given to us and the representations made by the Directors and the Management, we certify that the Company has complied with the conditions of Corporate Governance as stipulated in Clause 49 of the abovementioned Listing Agreement. We further state that such compliance is neither an assurance as to the future viability of the Company nor the efficiency or effectiveness with which the Management has conducted the affairs of the Company.

For Chaturvedi & Shah Chartered Accountants F.R.N.No. 101720W

Amit Chaturvedi Partner Membership No. 103141

Place : Mumbai Date : May 15, 2015

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Corporate Social Responsibility Report

Cox & Kings remains committed to make a positive impact on the society by investing human and financial capital. As the Company’s operations have expanded to new geographies, C&K has retained a collective focus on various areas of CSR that impact the environment, people and their health and society at large. In particular, C&K focuses its efforts on: • Promotion of education • Promotion of gender equality and empowering women • Improving health especially amongst children • Ensuring environmental sustainability • Animal Welfare Cox & Kings Foundation, provides the vision for the all the CSR programmes of the Company. Based on the Company’s focused areas i.e. Education, Health care, Sustainable livelihood, empowering women, environmental sustainability and espousing social causes, project’s are identified by the Company. • In Health care: our goal is to render quality health care facilities to people living in the urban slums, villages through Mother and Child care projects, supporting charitable trusts who run rehabilitation centre for poor and needy cancer patients, Health care for visually impaired, and physically challenged. • In Education: endeavour is to spark the desire for learning and knowledge at every stage through donations to Formal schools, supporting Girl child education, Adult education programmes • In Sustainable Livelihood our programmes aim at providing livelihood in a locally appropriate and environmentally sustainable manner through formation of Self Help, Groups for women empowerment, Vocational training. • Ensuring environmental sustainability through preservation of heritage like dilapidated ancient buildings with due care to restore their original character and style, to revive the use of traditional building resources /to revive intangible heritage. C&K also proactively informs its customers about the environment and cultural particularities in their destinations through the travel brochures of the Company. • Animal Welfare - to ensure that animals are treated humanely, to work towards prevention of cruelty to animals; and to promote community awareness about the welfare of animals. HEALTH & WELFARE Make-A-Wish Foundation of India (MAWF) is an NGO that is dedicated towards granting wishes of children with life threatening medical conditions. C&K supports MAWF to fulfill ‘To Have’ wishes of the children. With this money, MAWF buys the child a gift of his or her choice, such as a toy car, computer, a doll house digital camera and so on. C&K is also the official travel partner for MAWF. C&K supports the “to go” wishes where in C&K fulfills travel wishes of these terminally ill children. C&K sponsors the trip of the child to any destination of his choice, within India. With this initiative, we have created happy memories at the children’s dream destinations such as Kashmir, Vaishnodevi, Kerala and so on. C&K has been a part of an initiative called ‘CEO Wishes’, wherein the CEO of C&K fulfills the wishes of around 50 children on behalf of the employees of C&K. Committed Communities Development Trust (CCDT), a voluntary trust that works extensively with families infected/ affected by or at risk of HIV/AIDS. C&K has been supporting the ASHRAY and ANKUR ASMITA projects, which are temporary Crisis Intervention Centres (CIC) set up by CCDT to ensure the protection of children, especially those who are orphans and vulnerable. Think Foundation is an NGO dedicated to helping Thalassemia children. Think Foundation works in the areas of Blood Donation, Platelet Donation, and Thalassemia Minor for prevention of Thalassemia Major by creating awareness and providing a facility for testing of Thalassemia Minor and Thalassemia Major by providing holistic care for children suffering from Thalassemia Major. C&K organizes blood donation camps twice a year across all its offices within India. The camps are set up in association with Think Foundation and authorized blood banks. The camps are intentionally set up at a time when there is a deficit in supply of blood, for example during college vacations or during the rainy season when fewer donors voluntarily step out for blood donation. C&K also sponsors emergency treatment of Thalassaemic children. Apart from this, we also conduct awareness campaigns to draw people’s attention towards this life threatening disorder.

Annual Report 2014-15 | 95 Aid towards Cancer patients: C&K sponsors the treatment of cancer patients from Cancer Patients Aid Association on an annual basis through the ‘Adopt a cancer patient scheme’. It also donates towards CanSupport’s Walk for Life – Stride against Cancer event that drew public attention to the growing and menacing presence of cancer in our lives EDUCATION Project Nanhi Kali is an NGO initiated by the K. C. Mahindra Education Trust (KCMET) with the aim of providing primary education to underprivileged girl children in India. In 2013, C&K adopted the Amrutdham NMC School No 45 in Nasik where we support the education of 200 girls per year from Std. II – VI. We are in the third year and this commitment extends to 2017. The donated amount is used for the school’s academic support. The Nanhi Kali Kit includes uniforms, notebooks, stationery and hygiene material. It is also used for social and moral support like sports, competitions, celebrations, communication, consumables, stationary and for personnel cost. The Mamta Trust is a Public Charitable Trust. C&K supports Trust towards upkeep of the school as well as catering to the nutritional requirements of the children, as well as providing them with tericot uniforms with ties, shoes and stationery. SUSTAINABLE LIVELIHOOD Our UK subsidiary, Explore, ensures that local people benefit economically from tourism by mainly using local tour leaders and guides. Tour leader awards are held annually to recognise and reward the achievement of contracted leaders and their commitment to customer service and responsible tourism. In 2014/2015 these awards were divided into categories and a winner was awarded for running family tours, walking and trekking, cycling and discovery. All tour leaders have submitted a biography of themselves and a photograph and this has been added to the ‘My Explore’ site. A risk management workshop was held in November 2014 with agents to highlight the health and safety practices of key suppliers. ENVIRONMENTAL SUSTAINABILITY NST, the education division of Holidaybreak, have introduced a rolling programme to replace halogen bulbs with an LED version, reducing consumption from 50 to 5 watts per light. NST have also introduced a ‘no file’ handover of booking documents between the Sales and Operations teams, whereby documents are saved electronically instead of being printed. PGL maintained their strong emphasis on the environment and have nominated ‘Environmental Champions’ at each centre. Their role is to ensure that the environment is on the centre team’s agenda and to drive cultural change in utility management. They aim to introduce a quarterly ‘Environment Cascade’ and a Continuous Professional Development document in order to create team awareness and debate. PGL continues to hold the Carbon Saver Gold Standard and will be conducting an ESOS (Energy Savings Opportunity Scheme) audit by December 2015. Each PGL centre has a ‘green board’ which is visible to customers and staff alike, detailing their consumption data, energy consumption reduction activities and other green activities. The Meininger Division has improved the ‘paperless office’ initiative to reduce printing costs and paper, by installing standard multi-function printer copiers at the Meininger offices to reduce toner costs. They are continuing to install new showerheads designed to reduce water consumption by 50% and consequently reducing energy consumption. Energy consumption is being reduced further through the ongoing installation of LED lighting in the hotels, saving up to 80% of energy consumption. Our UK subsidiary Explore, regards responsible tourism as a core part of its business practice and is a driving force in this field. Explore continues to implement its de-littering programme in Toubkal, Morocco. This involves employing an extra muleteer for each of its 23 tours to Mount Toubkal. On each tour, muleteers collect the rubbish around the camp, in addition to the group’s litter, which includes tins, plastic bottles and glass. Explore also signed up to the Travel Foundation’s big beach clean up, which involved customers and staff clearing rubbish on 9 beaches in Europe, Africa and the Americas in June 2014. In Belize, our tour leaders are continuing this and do a litter pick on each tour. Explore also takes environmental best practice seriously at its offices and has implemented a number of different initiatives to reduce energy consumption and waste. Over the past two years, Explore, in connection with their Responsible Tourism Policy 2015, has invested in LED lighting and only uses water efficient filter machines (instead of kettles), leading to an annual reduction of over 10% in energy consumption, or a saving of over 41,000 kwh year on year. Explore’s target for 2015/2016 is to continue this annual reduction in energy consumption by replacing their hand dryers with energy efficient machines and investing in solar panels (Farnborough building).

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Our UK subsidiary, SuperBreak, recycles 90% of its used white paper (either internally or externally) and all headed paper is printed in line with the FSXC Mix from responsible sources. Superbreak has introduced a Bike2Work scheme for its staff to reduce energy consumption and carbon emissions. In line with this, Bookit cooperates with a number of businesses to make consumers more aware of how they can contribute to environmental protection when travelling. A special logo is displayed on the website when hotels or bungalow parks participate in this initiative and it is supported by the Ministry of Economic Affairs. To reduce energy consumption in 2015/2016, office utility services will be reviewed and additional LED lighting in the Contact Centre will be implemented. Bookit cooperates with a number of businesses (Dutch Railways, Center Parcs and Accor Hotels) under the brand name ‘Travel conscious’ (Bewust op Reis) to make consumers aware of how they can contribute to the environment when travelling. Cox & Kings, The Americas, subsidiary of the Company, joined Tourism Cares this year. It is a nonprofit organization that preserves and enriches the travel experience for future generations. They channel the philanthropic passion and commitment of the travel industry to protect and restore valuable destinations we all care about and support those destinations as engines for prosperity and pride in their communities. Their domestic programs focus on industry-wide volunteer events, capacity building for the nonprofit stewards of tourism sites, and scholarships and mentoring to support a talented workforce. They also supported and donated to the Nepal Relief fund created by Tourism Cares. Globally, their efforts include corporate social responsibility partnerships, strategic investments, and advocacy and education across the travel industry. ANIMAL WELFARE: People for Animals (PFA), Faridabad was established in the year 2007 for sick and injured stray animals. PFA Faridabad campaigns for animal rights and respect. We work to rescue and rehabilitate sick and needy animals. C&K supports the NGO towards rescue and welfare of sick and needy animals. During the year, C&K Group have also supported the following charitable organizations: • Donation in support of Sevadaan Special School that caters to developmentally delayed children between the ages of 4 to 18 Yrs. from different sections of society. • Donation in support of Ehsaan Humanity Foundation, an NGO that conducts theatre workshops for the visually impaired, in the form of souvenir advertisement • Fund Raising activities such as Football matches in support of NGOs • FOOTSTEPS 4 GOOD that organizes All-Charity walk/run event by supporting various NGOs. • Donation towards Swabalamban that works towards rights of marginalized communities and vulnerable people to make them thriving self-reliant individuals. • Blood Donation Drive held annually in our Mumbai, Bangalore, Delhi, Chennai and Kolkata offices. • Donation of old newspapers and waste papers to Arham Yuva Seva Group’s initiative to educate underprivileged children by collecting old magazines and news papers. • Sponsorship for the full marathon in the ‘Standard Chartered Mumbai Marathon” that raised funds for the NGO - United Way of Mumbai. • PGL’s bursary, which was established to help subsidise the cost of participation by pupils whose parents cannot afford the full price of a PGL trip, part/provided 345 holidays places. In addition, NST contributed towards the Brian House/ Trinity Hospice, providers of respite care for terminally ill children.

Annual Report 2014-15 | 97 Independent Auditor’s Report

To the Members of Cox and Kings Limited

Report on the Financial Statements We have audited the accompanying financial statements of Cox and Kings Limited (“the Company”), which comprise the Balance Sheet as at March 31, 2015, and the Statement of Profit and Loss and Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information. Management’s Responsibility for the Financial Statements The Company’s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 (“the Act”) with respect to the preparation of these standalone financial statements that give a true and fair view of the financial position, financial performance and cash flows of the company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under section 133 of the Act, read with rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes maintenance of adequate accounting records in accordance with the provision of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of the appropriate accounting policies; making judgements and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and fair presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error. Auditor’s Responsibility Our responsibility is to express an opinion on these financial statements based on our audit. We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made thereunder. We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor’s judgement, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company’s preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on whether the Company has in place an adequate internal financial controls system over financial reporting and the operating effectiveness of such controls. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by the Company’s Directors, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the standalone financial statements. Opinion In our opinion and to the best of our information and according to the explanations given to us, the aforesaid financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at 31st March, 2015, and its profit and its cash flows for the year ended on that date. Report on Other Legal and Regulatory Requirements 1. As required by the Companies (Auditor’s Report) Order, 2015(“the Order”), issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act , we give in the Annexure a statement on the matters specified in paragraphs 3 and 4 of the Order. 2. As required by Section 143(3) of the Act, we report that: a. We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit. b. In our opinion, proper books of account as required by law have been kept by the Company so far as appears from our examination of those books.

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c. The Balance Sheet, Statement of Profit and Loss and Cash Flow Statement dealt with by this report are in agreement with the books of account. d. In our opinion, the aforesaid financial statements comply with the accounting standards specified under section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. e. On the basis of written representations received from the directors as on 31st March, 2015 taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2015, from being appointed as a director in terms of section 164(2) of the Act. f. With respect to the other matters to be included in the Auditor’s Report in accordance with Rules 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us: i. The Company has disclosed the impact of pending litigations on its financial position in its financial statements – Refer Note 35(II) to the financial statements. ii. The Company did not have any long term contracts including derivative contracts that require provision under any law or accounting standards for which there were any material foreseeable losses. iii. There were no amounts which are required to be transferred to the Investor Education and Protection Fund by the Company during the year. For Chaturvedi & Shah Chartered Accountants Firm Registration No. 101720W

Amit Chaturvedi Place : Mumbai Partner Dated : May 15, 2015 Membership No. 103141

Annual Report 2014-15 | 99 Annexure referred to the Auditors’ Report

Annexure referred to in paragraph 1 under the heading Report on other legal and regulatory requirements of our report of even date i) In respect of its Fixed Assets : a. The Company has maintained proper records showing full particulars including quantitative details and situation of Fixed Assets on the basis of available information. b. The fixed assets have been physically verified by the management as per a phased periodic manner, which in our opinion is reasonable, having regard to the size of the Company and nature of its assets. No material discrepancies were noticed on such physical verification. ii) In respect of its Inventories: a. The inventories have been physically verified during the year by the management. In our opinion, the frequency of verification is reasonable. b. In our opinion and according to the information and explanations given to us, the procedures of physical verification of inventories followed by the management are reasonable and adequate in relation to the size of the Company and the nature of its business. c. The Company has maintained proper records of inventories. As explained to us, there were no material discrepancies noticed on physical verification of inventories as compared to the book records. iii) The Company has granted unsecured loan to company covered in the register maintained under Section 189 of the Act. The receipt of principal amount and interest thereon is regular. iv) In our opinion and according to the information and explanations given to us, the is an adequate internal control system commensurate with the size of the Company and nature of its business for the purchases of Inventory, fixed assets and for the sale of services. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in such internal control system. v) According to the information and explanations given to us, the Company has not accepted any deposits within the meaning of provisions of sections 73 to 76 or any other relevant provisions of the Act and the rules framed thereunder. Therefore, the provisions of Clause (v) of paragraph 3 of the Order are not applicable to the Company. vi) To the best of our knowledge and according to information and explanation provided to us, the Central Government has not prescribed the maintenance of cost records under sub section (1) of Section 148 of the Act. vii) In respect of Statutory dues : a. According to the records of the Company, except for some instances of delay in payment of Service tax and TDS, undisputed statutory dues including Provident Fund, Employees’ State Insurance, Income-Tax, Sales-Tax, Wealth Tax, Duty of Customs, Duty of Excise, Value Added Tax, Cess and any other statutory dues, as applicable, have been generally regularly deposited with appropriate authorities. According to the information and explanations given to us, no undisputed amounts payable in respect of the aforesaid dues were outstanding as at March 31, 2015 for a period of more than six months from the date of becoming payable. b. As at 31st March, 2015 according to the records of the Company and the information and explanations given to us disputed dues on account of Income Tax, Sales Tax, Service Tax, Excise Duty, Custom Duty, Value added Tax or Cess (as applicable) that have not been deposited before appropriate authorities are as under:- Name of the Statute Nature of Dues Financial Year Rs. in Lacs Forum where the dispute is pending Income Tax Income 2006-07 24 Commissioner Income Tax (Appeal) Act, 1961 Tax/Penalties 2007-08 41 Commissioner Income Tax (Appeal) 2009-10 202 Income Tax Appellate Tribunal 2010-11 137 Income Tax Appellate Tribunal Finance Act, 1994 Service Tax 2005 to 2010 9541 Central Excise & Service Tax Appellate Tribunal 2010-11 3366 TOTAL 13,312

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c. There were no amounts which are required to be transferred to the Investor Education and Protection Fund by the Company, in accordance with the provisions of the Companies Act, 1956 and rules made there under, during the year. viii) The Company does not have any accumulated losses at the end of the financial year and has not incurred any cash losses in the current and immediately preceding financial year ix) Based on our audit procedures and according to the information and explanations given to us, we are of the opinion that the Company has not defaulted in repayment of dues to financial institutions, banks or debenture holders. x) In our opinion and according to the information and explanations given to us, the Company has given the guarantees for loans taken by its wholly owned subsidiaries from bank and/or financial institutions. In our opinion and according to information and explanations given to us, the terms and conditions thereof, are not prejudicial to the interest of the company. xi) In our opinion and according to the information and explanations given to us, term loan taken during the year have been applied for the purpose for which they were obtained. xii) Based upon the audit procedures performed for the purpose of reporting the true and fair view of the financial statements and as per the information and explanations provided by the management, we report that no fraud on or by the Company has been noticed or reported during the course of our audit. For Chaturvedi & Shah Chartered Accountants Firm Registration No. 101720W

Amit Chaturvedi Place : Mumbai Partner Dated : May 15, 2015 Membership No. 103141

Annual Report 2014-15 | 101 Balance Sheet as at March 31, 2015

(` in Lacs) Particulars Note As at March 31 No. 2015 2014 EQUITY AND LIABILITIES Shareholder’s Funds Share Capital 1 8,466 6,826 Reserves and Surplus 2 223,580 116,162 Money Received against Share Warrant 1.4 5,615 - 237,661 122,988 Non-Current Liabilities Long-term borrowings 3 31,535 35,188 Deferred tax liability (Net) 4 1,519 1,295 33,054 36,483 Current Liabilities Short-term borrowings 5 15,000 26,576 Trade payables 6 5,251 5,947 Other current liabilities 7 10,074 27,816 Short-term provisions 8 7,252 6,423 37,578 66,762 Total 308,292 226,233 ASSETS Non-current assets Fixed assets Tangible assets 9 4,835 6,666 Intangible assets 10 7,965 4,227 Capital work-in-progress 18 83 Intangible assets under development 4,391 6,832 17,209 17,808 Non-current investments 11 14,810 14,693 Long term loans and advances 12 36,484 1,507 51,294 16,200 Current assets Current investments 13 2,800 2,806 Inventories 14 768 422 Trade receivables 15 73,042 65,448 Cash and Bank Balance 16 39,704 24,913 Short-term loans and advances 17 123,476 98,636 239,790 192,225 Total 308,292 226,233 Significant Accounting Policies and notes to the financial statements - 1 to 38

As per our report of even date For Chaturvedi & Shah For and on behalf of the Board Chartered Accountants Firm Registration No. 101720W Amit Chaturvedi Urrshila Kerkar Peter Kerkar Partner Director Director Membership No. 103141

Date : May 15, 2015 Rashmi Jain Anil Khandelwal Place: Mumbai Company Secretary C.F.O.

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Statement of Profit & Loss for the year ended March 31, 2015

(` in Lacs) Particulars Note For the year ended March 31 No. 2015 2014 INCOME Revenue from operations 18 48,059 41,860 Other Income 19 7,333 5,399 Total Revenue 55,392 47,259

EXPENDITURE Employee benefit expenses 20 11,098 9,907 Finance costs 22 5,483 4,610 Depreciation and amortization expense 9 & 10 3,774 2,158 Other expenses 24 12,801 11,288

Total Expenses 33,156 27,963

Profit before tax 22,235 19,296

Tax Expenses: Current tax 7,717 7,150 Deferred tax 141 254 Current tax expenses relating to prior years 260 623 8,118 8,027

Profit for the year 14,117 11,269

Earnings per equity share (Face Value per share ` 5 each): 29 Basic (In `) 9.56 8.25 Diluted (In `) 9.11 8.25

Significant Accounting policies and notes to the financial statements - 1 to 38

As per our report of even date For Chaturvedi & Shah For and on behalf of the Board Chartered Accountants Firm Registration No. 101720W Amit Chaturvedi Urrshila Kerkar Peter Kerkar Partner Director Director Membership No. 103141

Date : May 15, 2015 Rashmi Jain Anil Khandelwal Place: Mumbai Company Secretary C.F.O.

Annual Report 2014-15 | 103 Cash Flow Statement for the year ended March 31, 2015

(` in lakhs) Particulars Year ended March 31 2015 2014 CASH FLOW FROM OPERATING ACTIVITIES Profit before Tax 22,235 19,295 Adjustment for: Depreciation 3,775 2,158 Unrealized foreign exchange Loss/(Gain) 279 112 Profit on sale of Investment (4) (2) Dividend on Investment (50) (12) Interest Income (6,396) (4,177) Interest Expense 5,483 4,610 Reversal of loss in value of Current Investment - 2 (Profit)/Loss on Sale of Fixed Assets (Net) 13 154 Operating profit before working capital changes 25,336 22,140

Adjustment for: (Increase)/Decrease in Inventories (346) 193 (Increase)/Decrease in Trade Receivable (8,682) (18,613) (Increase)/Decrease in Loans and Advances (23,108) (6,346) Increase/(Decrease) in Current Liabilities (1,767) (11,506) Cash Generated from Operations (8,568) (14,132) Income Taxes Paid (9,545) (2,853) Net cash flow from operating activities A (18,113) (16,985)

Cash Flow from Investing Activities Purchase of Fixed Assets & Capital Work In Progress (3,429) (3,790) Sale of Fixed Assets - 20 Movement in other bank balances 1,436 (2,896) Interest Received 6,396 4,177 Dividend Received 50 12 Investment in Subsidiaries (117) (3,173) Intercoporate Deposits (given)/received 21,455 (13,520) Advances (given to)/Refunded by Subsidiaries (Net) (56,261) 16,184 Sales of Investment 6 1 Net cash used in investing activities B (30,464) (2,985)

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(` in lakhs) Particulars Year ended March 31 2015 2014 Cash Flow from Financing Activities Proceeds from issue of Equity Shares and Share Warrants 105,616 - Proceeds of Long Term Borrowing 24,000 27,327 Repayment of Long Term Borrowing (43,734) (10,350) Movement in Short Term Borrowing (11,576) 4,570 Expenses on issue of NCD and QIP (2,691) (565) Dividend Paid (1,597) (1,587) Interest Paid (5,483) (4,876) Net cash flow from financing activities C 64,534 14,522

Net Increase/(decrease) in cash and Cash equivalents (A+B+C) 15,958 (5,448)

Cash and Cash equivalents at the beginning of the period 21,623 26,667 Effect of Unrealised gain/(loss) on revaluation 666 404 at the end of the period 38,244 21,623 Net Increase/(decrease) in cash and Cash equivalents 15,955 (5,448)

Cash and Bank Balances (As per Note 16) 39,704 24,912 Less - Margin Money Deposit 1,380 3,290 Less - Fixed Deposits having maturity period more than 3 month but upto 12 months 80 - Cash and Cash Equivalents at the end of the year 38,244 21,623 Cash and cash equivalents are as per Note 16 to the financial statements (adjusted for the Book Overdraft as per Note 7) See accompanying significant accounting policies and notes to the financial statements - 1 to 38

As per our report of even date For Chaturvedi & Shah For and on behalf of the Board Chartered Accountants Firm Registration No. 101720W Amit Chaturvedi Urrshila Kerkar Peter Kerkar Partner Director Director Membership No. 103141

Date : May 15, 2015 Rashmi Jain Anil Khandelwal Place: Mumbai Company Secretary C.F.O.

Annual Report 2014-15 | 105 Significant Accounting Policies

a. Method of Accounting The financial statements are prepared as per historical cost convention on accrual basis and comply with the provisions of the Companies Act, 2013, the generally accepted accounting principles in India and the applicable accounting standards. b. Use of Estimates The preparation of financial statements requires estimates and assumptions to be made that affect the reported amount of the assets and liabilities on the date of the financial statements and the reported amount of revenues and expenses during the reporting period. Difference between the actual results and estimates are recognized in the period in which the results are known/ materialized. c. Income from operations In line with generally accepted accounting practices, turnover comprises of net commissions earned on travel management, service agency charges including margins in respect of tour and tour related services, commissions/ margins earned on foreign exchange transactions in the normal course of the business as Authorised Dealer and Franchisees signup fees. The income arising from the buying and selling of foreign currencies has been included on the basis of margins achieved. d. Revenue Recognition In accordance with the Company’s accounting policy followed consistently, commissions/income arising from tours and related services is accounted after netting off all direct expenditures relating thereto. Income from buying and selling of foreign currencies is accounted on net basis as stated in (c) above. All revenues are accounted when there is reasonable certainty of its ultimate collection. e. Expenditure All general business expenditure is accounted in the year in which it is incurred. All direct tour related expenses including advertisement expenses for specific tour are accounted in the year in which the tours are undertaken. f. Fixed Assets Fixed Assets are stated at cost, less accumulated depreciation. Costs include all costs relating to acquisition and installation of fixed assets. Intangible assets represent software, video shoots and trademarks stated at cost less accumulated amortisation and impairment losses, if any. g. Depreciation Depreciation on fixed assets is provided on the written down value method Based on the useful life of assets as prescribed in Schedule II to the companies act, 2013 Intangible assets are amortised over a period of five to ten years, being the expected period of use. The leasehold land is depreciated over the lease period. Leasehold improvements are depreciated over the lease period or at the rates prescribed for Furniture in Companies act 2013 whichever is higher. h. Impairment of assets An asset is treated as impaired when the carrying cost of asset exceeds its recoverable value. An impairment loss is charged to the Statement of Profit and Loss in the year in which an asset is identified as impaired. The impairment loss recognised in prior accounting period is reversed if there has been change in the estimate of recoverable amount. i. Leases Lease arrangement, where the risks and rewards incidental to ownership of an asset substantially vests with the lessor, are recognized as operating leases. Lease payments under operating lease are recognized as an expense in the Statement of Profit and Loss. j. Investments Long-term investments are valued at cost. Provision for diminution in value of investments is made, if the diminution is of a nature other than temporary. Current investments are valued at the lower of cost and market value. k. Inventory Inventory represents stock of foreign currencies, which have been valued at lower of cost and realisable value as at the year-end.

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l. Employee Retirement Benefits a. Short term employee benefits are recognised as an expense at the undiscounted amount in the Statement of Profit and Loss of the year in which the related service is rendered. b. Post employment and other long term employee benefits are recognised as an expense in the profit and loss account for the year in which the employee has rendered services. The expense is recognised at the present value of the amounts payable determined using actuarial valuation techniques. The liability in respect of Post employment and other long term employee benefits is calculated using the Projected Unit Credit Method and spread over the period during which the benefit is expected to be derived from employees’ services. Actuarial gains and losses in respect of post employment and other long term benefits are charged to the Statement of profit and loss. m. Foreign Currency Transactions a. Transactions denominated in foreign currencies are recorded at spot rates/average rates. b. Monetary items denominated in foreign currencies at the year end are restated at year end rates. c. Non monetary foreign currency items are carried at cost. d. In respect of forward contracts, the premium paid, gains/losses on settlement and losses on restatement are recognized in Statement of Profit and Loss. e. In respect integral foreign operations, all transactions are translated at rates prevailing on the date of transaction or that approximates the actual rate on the date of transaction. Monetary assets and liabilities are restated at the year end rates. f. Any income or expense on account of exchange difference either on settlement or on translation is recognised in the Statement of Profit and Loss. n. Borrowing Cost Borrowing costs that are specifically attributable to the acquisition or construction of qualifying asset are capitalised as part of the cost of such asset till such time as the asset is ready for its intended use. A qualifying asset is an asset that necessarily requires/takes a substantial period of time to get ready for its intended use. All other borrowing costs, i.e. not specifically attributable to the qualifying asset are charged to revenue in the period in which those are incurred. o. Accounting for taxes on Income Provision for current tax is made, based on the tax payable under the relevant statute. Deferred tax on timing differences between taxable income and accounting income is accounted for, using the tax rates and the tax laws enacted or substantially enacted as on the balance sheet date. Deferred tax assets are recognized only to the extent that there is a reasonable certainty of its realisation. p. Provision, Contingent Liabilities and Contingent Assets Provisions involving substantial degree of estimation in measurement are recognized when there is a present obligation as a result of past events and it is probable that there will be an outflow of resources. Contingent Liabilities are not recognized but are disclosed in the notes. Contingent Assets are neither recognized nor disclosed in the financial statements.

Annual Report 2014-15 | 107 Notes forming part of the Financial Statements for the year ended 31st March 2015

1. Share Capital (` in lakhs) Particulars As at March 31 2015 2014 Authorised: 22,00,00,000 equity shares of `5 each (Previous year 22,00,00,000 equity shares of `5 each) 11,000 11,000 11,000 11,000 Issued, Subscribed and Paid up: 16,93,14,890 equity shares of `5 each fully paid up (Previous year 13,65,27,890 equity shares of `5 each fully paid up). 8,466 6,826 Total 8,466 6,826

1.1 Number of Equity Shares held by each shareholder holding more than 5% shares in the company are as follows: Particulars As at March 31, 2015 As at March 31, 2014 No. of Shares Share No. of Shares Share Holding in % Holding in % Sneh Sadan Graphic Services Limited 33,038,368 19.51% 33,038,368 24.20% Kubber Investments (Mauritius) Pvt Ltd 18,346,560 10.84% 18,346,560 13.44% Liz Investments Pvt Ltd 15,160,849 8.95% 15,160,849 11.10% Smallcap World Fund Inc 10,407,346 6.15% 10,592,000 7.76%

1.2 Reconciliation of the no. of shares outstanding at the beginning and at the end of the year: Particulars For the year ended on 31st March 31st March 2015 2014 No of shares No of shares No. of Equity Shares outstanding at the beginning of the year 136,527,890 136,527,890 Less: Equity Shares forfeited/Bought back during the year - - Add: Shares issued during the year through QIP 32,787,000 - No. of Equity Shares outstanding at the end of the year 169,314,890 136,527,890

1.3 Terms/rights attached to equity shares: The company has only one class of equity shares having a par value of `5/- per share. Each holder of equity shares is entitled to one vote per share. The company declares and pays dividends in Indian rupees. The dividend proposed by the Board of Directors is subject to the approval of shareholders in the ensuing Annual General Meeting. In the event of liquidation of the company, the holders of equity shares will be entitled to receive remaining assets of the company, after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders.

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1.4 Money Received against Share Warrant: (` in lakhs) Particulars As at March 31 2015 2014 Money Received against Share Warrant 5,615 - The Committee of Directors at its meeting held on 06th January, 2015, had issued and allotted 72,50,000 Warrant (Warrants) to Standford Trading Private Limited, a promoter group entity, entitling for subscription of equivalent number of equity shares of `5/- each at a price of `309.82/- (Rupees Three Hundred Nine and Eighty Two Paisa only) per Warrant including premium of `304.82/- (Rupees Three Hundred Four and Eighty Two paisa only) per Warrant as per provisions of Chapter VII of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirement) Regulations, 2009 at any time within 18 months from the date of issue. 2. Reserves And Surplus (` in lakhs) Particulars As at March 31 2015 2014 Capital Reserves: As per last Balance Sheet 18 18

Securities Premium Account: As per last Balance Sheet 73,824 74,389 Add : Premium on Shares issued during the year through QIP 98,361 - Less : NCDs, QIP issue expenses 2,691 565 169,494 73,824

Debenture Redemption Reserve As per last Balance Sheet 5,138 3,155 Add : Transfer from Profit & Loss 1,130 1,983 6,268 5,138 General Reserve: As per last Balance Sheet 3,437 2,592 Add : Transfer from Statement of Profit and Loss - 845 Less : Adjustment of depreciation as per transitional provision of Part C paragraph 7 (b) of Schedule II of the Companies Act, 2013 (Refer note no. 9.1) 322 - 3,115 3,437 Surplus i.e. Balance in Statement of Profit and Loss As per last Balance Sheet 33,745 26,902 Add : Profit for the year 14,117 11,268 Less : Appropriations Debenture Redemption Reserve 1,130 1,983 Tranfer to General Reserve - 845 Proposed Dividend* 1,693 1,365 Tax on Proposed Dividend 354 232 44,684 33,745

Total 223,580 116,162 * Dividend amount per equity share proposed to be distributed to Shareholders `1/- (P.Y. `1/- per share).

Annual Report 2014-15 | 109 3. Long Term Borrowings (` in lakhs) Particulars As at March 31, 2015 As at March 31, 2014 Current Non Current Current Non Current Secured Non Convertible Debentures - 22,000 12,500 29,500 Term Loan from Financial Institution 2,647 2,025 1,964 3,172 Vehicle Loans from Banks 2 3 2 5 Vehicle Loans from Others 3 7 3 11 Unsecured Non Convertible Debentures 2,500 7,500 - 2,500 Term Loan from Bank - - 6,766 - Total 5,152 31,535 21,235 35,188 3.1 Long Term Borrowings: (a) Secured Non Convertible debentures to the extent `14,500 Lacs (Previous Year `17,000 lacs) are secured by First Pari Passu charge on all Fixed and Current Assets of the Company. (b) Secured Non Convertible debentures to the extent `Nil (Previous Year `10,000 lacs) are secured by First Pari Passu charge on all Current Assets of the Company. (c) Secured Non Convertible debentures to the extent `7,500 lacs (Previous Year ` 7,500 Lacs) are secured by Pari Passu charge on receivables of the Company. (d) Secured Non Convertible debentures to the extent ` Nil (Previous Year `7,500 Lacs) are secured by Subservient charge on Current Assets of the Company. (e) Secured Term Loan from Finanacial Institution to the extent `4,672 lacs (Previous Year `5,136 lacs) is secured by subservient Charge on the fixed assets of the company , Second charge on the current assets of the company and pledge of 14,02,500 Equity shares of Tulip Star Hotel Limited held by the company. (f) Vehicle Loans are secured by hypothecation of respective vehicles purchased. (g) Two of the Promoter Directors has given Personal Guarantee for Unsecured Loan from Bank.

3.2 Maturity Profile and rate of interest of Non-convertible debetures are set out below: Rate on 2016-17 2017-18 2018-19 Interest Secured Debentures 150 Non Convertible Debentures 11.25% 1,500 - - 1,300 Non Convertible Debentures 11.30% 13,000 - - 750 Non Convertible Debentures 10.50% - - 7,500 Unsecured Debentures 750 Non Convertible Debentures 10.50% 7,500 - - Total 22,000 - 7,500

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3.3 Maturity Profile of other loans is set out below: (` in lakhs) 2016-17 2017-18 Secured Loans: Vehicle Loan 5 5 Term Loan from Others 1,350 675 Total 1,355 680

4. Deferred Tax Liability (Net) (` in lakhs) Particulars As at March 31 2015 2014 Deferred Tax Liability Related to Fixed Assets 1,519 1,295 Deferred Tax Assets - - Total 1,519 1,295

5. Short Term Borrowings (` in lakhs) Particulars As at March 31 2015 2014 Secured Loan From Banks - Working Capital Loan - 11,576 Unsecured Loan - Other Short Term Loan 15,000 15,000 Total 15,000 26,576 5.1 Working Capital Loan is secured by first pari passu charge on all Fixed and Current Assets of the Company, Corporate guarantee of two promoter companies and personal guarantee of two directors.

Annual Report 2014-15 | 111 6. Trade Payables (` in lakhs) Particulars As at March 31 2015 2014 Trade payables Micro, Small and Medium Enterprises - - Others 5,251 5,947 Total 5,251 5,947 6.1 Micro, Small and Medium Enterprises: The particulars required to be disclosed under the Micro, Small and Medium Enterprises Act, 2006 (MSMED Act) in respect of principal amount remaining unpaid to any supplier as at the end of the year, amount due to the suppliers beyond the appointed day during the year, amount of interest if any, accrued and remaining unpaid as at the end of the year etc. could not be disclosed for want of information whether sundry creditors include dues payable to any such undertakings.

7. Other Current Liabilities (` in lakhs) Particulars As at March 31 2015 2014 Current maturities of long-term debt (Refer Note No. 3) 5,152 21,235 Interest accrued but not due on borrowings 98 266 Unpaid dividends* 22 Unpaid Application money* # [Current year `0.17 Lacs, (Previous year `0.17 Lacs)] 0# 0# Book overdraft - 394 Other payables (including statutory dues payable and advance from customers) 4,822 5,919 Total 10,074 27,816 * No amount is due to Investor Education and Protection Fund.

8. Short-Term Provisions (` in lakhs) Particulars As at March 31 2015 2014 Provision - Others: Provision for Employee Benefits (Refer Note No. 21) 245 194 Proposed Dividend 1,693 1,365 Tax on proposed dividend 354 232 Provision for Tax (Net of Advance Tax) 4,960 4,632 Total 7,252 6,423

112 | Cox & Kings Limited Business Overview Management Discussion & Analysis Statutory Reports Financial Statements 1 127 9 ` 37 in lakhs) in lakhs) ` ` ( ( Net Block Net Block 9 79 133 35 18 82 18 82 4,391 6,831 4,391 6,831 227 Lacs (Previous year ` 7 9 1 7 9 12 11 311 163 258 2015 31.03.2015 31.03.2014 1,657 4,226 2,618 7,793 3,957 - 821 1,141 1,512 ------7 369 17 418 347 478 20 2,137 556 618 21 3,302 2,438 3,254 14 804 230 625 895 Lacs) and rent ` sposals 31.03. Depreciation 2 2 54 1,579 118 5,223 6,666 7,165 For the year Deletions As at As at As at (refer note 9.1) di 442 Lacs (Previous year ` 9 5 12* 0 1,436 1,182 21 46 16 2015 01.04.2014 - 10,411 - - - - 474 21695 - 1,962 409 412 - 5,883 1,078 580 8 448 322 21 2,693 1,681 476 42 765 301 134 52 5,740 2,103 1,220 19 1,035 385 433 Cost Amortisation Cost 322 Lacs. - - - - - 28 41 43 year year Adjustments Adjustments 31.03. 0.38 Lacs for Buildings. ` 21 46 16 455 779 474 2,299 415 3,744 2,139

5,393 5,018 5,357 435 1,010 As atAs Additions Deletions at As at As As at Additions/ Deletions/ As at As at For the year On As at As at As at 10,926 1,251 288 11,889 3,763

01.04.2014 the during the during 31.03.2015 01.04.2014 31.03.2015 31.03.2015 31.03.2014 01.04.2014 )) 11,888962 142 12,710 5,222 2,73179 ) 7,874) 4,835 5,883 6,666 5,018- 10,901 1,657 1,279- 2,936 7,965 4,226 ` ` ` ` value is being depreciated over the remaining useful lives. The written down value of fixed Assets whose lives have expired as at 1st April 2014 have been adjusted net of value is being depreciated over the remaining useful lives. The written down of fixed Assets whose lives have expired as tax, in the opening General Reserves amounting to ` Lacs) Add: Intangible under Description of Assets Owned Assets Leasehold Land Building Computers Furniture & Fixtures Electrical Equipments Office Equipments Motor Car Lease Hold Improvement Amount ( Total Year Previous 1,921 Add: Capital Work In Progress Tangible Amount ( Total Description of Assets Owned Assets (Other than internally generated) Computer Software Trade Mark Video Amount ( Total Year Previous development Amount ( Total 10.1 Intangible under development and additions include Employee Benefit Expenses Capitalised 9.1 Pursuant to the enactment of Companies Act 2013, company has applied estimated useful lives as specified in Schedule II . Accordingly the unamortised carrying * Depreciation for the year includes 9 - Fixed Assets- Tangible Assets- 9 - Fixed 10 - Fixed Assets Intangible

Annual Report 2014-15 | 113 11. Non Current Investments (` in lakhs) Particulars As at March 31 2015 2014 Non CURRENT INVESTMENTS (Unquoted, Non Trade) Investments in Equity Instruments of Subsidiaries: Clearmine Limited 1,634 1,634 1,500 (Previous year 1,500) Equity shares of Sterling Pound 1/- each fully paid-up Cox and Kings Singapore Private Limited** 549 549 16,00,000 (Previous year 16,00,000) Equity shares of SGD 1/- each fully paid-up Cox & Kings Tours LLC 37 37 300 (Previous year 300) Equity shares of AED 1,000/- each fully paid-up Cox & Kings (UK) Limited ** 3,903 3,903 14,27,875 (Previous year 14,27,875) Equity shares of Sterling pound 1/- each fully paid-up Cox & Kings Japan Limited 1,146 1,146 3,647 (Previous year 3,647) Equity shares of Yen 50,000 each fully paid-up Cox & Kings Australia Pty. Limited 855 855 1,000 (Previous year 1,000) Equity shares of AUD 1 each fully paid-up Quoprro Global Services Private Limited ** 2,00,00,000 (Previous year 2,00,00,000) 0.1% Redeemable Preference Shares at `10/- each fully paid-up 2,000 2,000 1,00,00,000 (Previous year 1,00,00,000) Equity Shares at `10/- each fully paid-up 1,000 1,000 Quoprro Global Limited 22 22 30,001 (Previous year 30,001) Equity Shares of Sterling pound 1/- each fully paid-up Cox & Kings Asia Pacific Travel Limited 1 1 10,000 (Previous year 10,000) Equity Shares of HK$ 1/- each fully paid-up Cox and Kings Global Services Private Limited 5 5 50,000 (Previous year 50,000) Equity Shares of `10/-each fully paid-up Prometheon Holdings Private Limited 0* 0* 1,000 (Previous year 1,000) Equity Shares of USD 1/-each fully paid-up * [Current year `0.45 Lacs (Previous year `0.45 Lacs)] Cox and Kings Global Service (Singapore) Pte. Limited 38 38 1,00,000 (Previous year 1,00,000) Equity Shares of SGD 1/-each fully paid-up Prometheon Holdings (UK) Limited ** 1,806 1,806 20,000 (Previous year 20,000) Equity Shares of GBP 1/-each fully paid-up Cox and Kings Destination Management Services Private Limited 2,50,000 (Previous year Nil) Preference Shares of SGD 1/-each fully paid-up 117 - 4,65,000 (Previous year 4,65,000) Equity Shares of SGD 1/-each fully paid-up 214 214 Prometheon Enterprise Limited ** 9 9 10,000 (Previous year 10,000) Equity Shares of GBP 1/-each fully paid-up Cox & Kings PGL Camps Pty Ltd. 0* - 10,000 (Previous year Nil) Equity Shares of AUD 1/-each fully paid-up * [Current year `0.05 Lacs (Previous year ` Nil)]

114 | Cox & Kings Limited Business Overview Management Discussion & Analysis Statutory Reports Financial Statements

11. Non Current Investments (contd.) (` in lakhs) Particulars As at March 31 2015 2014 Investments in Equity Instruments of Associate: Radius the Global Travel Company 30 Shares (Previous year 30) of Class B Common Voting shares , fully paid-up 53 53 10 Shares (Previous year 10) of Class A Common Non-Voting Shares, fully paid-up 6 6 Investments in Equity Instruments of Joint Venture: Royale India Rail Tours Limited 250 250 25,00,000 (Previous year 25,00,000) Equity Share of `10/- each fully paid-up Investments in Equity Instruments of Others: Ezeego One Travel and Tours Limited 1,000 1,000 9,000 (Previous year 9,000) Equity Share of `10/- Each fully paid-up Business India Publications Limited 25 25 45,000 (Previous year 45,000) equity shares of `10/- each fully paid-up Non CURRENT INVESTMENTS (Quoted, Non Trade) Investments in Equity Instruments of Associate: Tulip Star Hotels Limited ** 140 140 14,02,500 (Previous year 14,02,500) Equity Shares of `10/- each fully paid-up Total 14,810 14,693 Aggregate Amount of quoted investments 140 140 Market Value of quoted investments 1,122 1,067 Aggregate Amount of unquoted investments 14,670 14,552 ** Pledged against the loans taken from Banks/Financial Institutions by Company/Subsidiaries.

12. Long Term Loans And Advances (` in lakhs) Particulars As at March 31 2015 2014 (Unsecured and considered good) Loans and Advances to related parties (Refer Note No. 26) 35,061 - Deposits (Including Security & EMD Deposits) 1,423 1,507 Total 36,484 1,507

Annual Report 2014-15 | 115 13. Current Investments (` in lakhs) Particulars As at March 31 2015 2014 CURRENT INVESTMENTS (Unquoted, Non Trade) Investments in Debentures: V Hotels Limited 1,800 1,800 18,00,000 (Previous year 18,00,000) 24% Convertible Debentures of `100/- each fully paid-up Ezeego One Travel and Tours Limited 1,000 1,000 1,00,000 (Previous year 1,00,000) 12% Fully Convertible Debentures of `1,000/- each fully paid-up Investments in Units of Mutual Funds: Kotak Indo World Infrastruture Fund - Growth Plan -6 Nil Units (Previous year 58,567 Units) of `10/- each fully paid up Total 2,800 2,806 Aggregate Amount of unquoted investments 2,800 2,806 14. Inventories (at cost or net realisable value whichever is lower) (` in lakhs) Particulars As at March 31 2015 2014 Foreign Currency 768 422 Total 768 422

15. Trade Receivables (` in lakhs) Particulars As at March 31 2015 2014 (Unsecured and considered good) Oustanding for a period exceeding six month from the date that are due for payments 864 683 Others 72,178 64,765 Total 73,042 65,448

16. Cash and Bank Balance (` in lakhs) Particulars As at March 31 2015 2014 Cash and Cash Equivalent Balances with banks In Current Accounts 27,268 20,783 In Unpaid Dividend Accounts 2 2 Fixed Deposits* 10,391 368 * Fixed Deposits having original maturity period not more than three months. Cash on hand 582 470 38,244 21,623

116 | Cox & Kings Limited Business Overview Management Discussion & Analysis Statutory Reports Financial Statements

16. Cash and Bank Balance (` in lakhs) Particulars As at March 31 2015 2014 Other Bank Balance Margin Money Deposit 1,380 3,290 (Given as security for Bank Guarantee & Overdraft limits) Fixed Deposits* 80 * Fixed Deposits having original maturity period more than 3 months but upto 12 months. Sub Total 1,460 3,290 Total 39,704 24,912

17. Short Term Loans and Advances (` in lakhs) Particulars As at March 31 2015 2014 (Unsecured and considered) Loans and Advances to related parties (Refer Note No.26) 78,090 50,299 Loans and Advances to others - 21,448 Advance Tax Paid (Net of Provision) 2,854 958 Others (including Advances against supplies and services, Staff Advances, prepaid expenses and other advances) 42,532 25,930 Total 123,476 98,635

18. Revenue From Operations (` in lakhs) Particulars For the year ended March 31 2015 2014 Income from operation Travel and Tours Commission 42,394 38,076 Income from Forex Division 4,386 3,113 Other Operating Income 1,279 671 Total Operating Income 48,059 41,860

19. Other Income (` in lakhs) Particulars For the year ended March 31 2015 2014 Interest From Current Investment 552 552 From Banks 147 99 From Others 5,697 3,527 Dividend From Current Investment 50 12 Net Gain on Sale of Investments From Current Investment 4 2 Other Non operating Income Profit on Sale of Fixed Assets 12 4 Others 870 1,203 Total 7,332 5,399

Annual Report 2014-15 | 117 20. Employee Benefit Expenses (` in lakhs) Particulars For the year ended March 31 2015 2014 Salaries and wages 9,917 8,833 Contribution to provident and other funds 480 468 Staff welfare expenses 701 606 Total 11,098 9,907 21. Disclosure as per Accounting Standard 15 (Revised) “Employee Benefits” are as under: Defined Contribution Plan Contribution to Defined Contribution Plan, recognized as expense for the year are as under : (` in lakhs) Particulars 2014-2015 2013-2014 Employer’s Contribution to Provident Fund 217 258 Employer’s Contribution to Family Pension Fund 149 115 Employer’s Contribution to ESIC 16 20

Defined Benefit Plan The Company operate post retirement benefit plan as follows: Funded: Gratuity Leave Encashment

Table Showing changes in present value of obligation as on 31st March, 2015 (` in lakhs) Particulars Gratuity Leave Encashment 2014-15 2013-14 2014-15 2013-14 Present Value of obligation as at the beginning of year 414 395 331 303 Interest Cost 36 33 30 26 Current Service Cost 69 67 353 349 Benefits Paid (38) (33) - - Actuarial (gain)/loss on obligations (37) (47) (352) (347) Present value of obligation as at the end of year 444 414 363 331

Table showing changes in the fair value of plan assets as on 31st March, 2015. (` in lakhs) Particulars Gratuity Leave Encashment 2014-15 2013-14 2014-15 2013-14 Fair value of plan asset at beginning of year 413 420 139 125 Expected return on plan asset 35 27 12 9 Contribution - - - 5 Benefits Paid (38) (33) - - Actuarial gain/(loss) on plan asset (0) (0) - 0 Fair value of plan assets at the end of year 410 413 151 139

118 | Cox & Kings Limited Business Overview Management Discussion & Analysis Statutory Reports Financial Statements

The amounts to be recognised in the balance sheet and statements of profit and loss. (` in lakhs) Particulars Gratuity Leave Encashment 2014-15 2013-14 2014-15 2013-14 Present value of obligation as at the end of year 444 414 363 331 Fair value of plan assets as at the end of the year 410 413 151 139 Funded status asset/(liability) (34) (1) (211) (193) Net asset/(liability) recognised in balance sheet (34) (1) (211) (193)

Expenses recognised in statement of profit and loss (` in lakhs) Particulars Gratuity Leave Encashment 2014-15 2013-14 2014-15 2013-14 Current Service Cost 69 67 353 349 Interest Cost 36 33 30 26 Expected return on plan asset 35 (27) (12) (9) Net Actuarial (gain)/loss recognised in the year 37 (47) (352) (347) Expenses recognised in statement of profit and loss 33 26 19 20

Amounts recognised in current year and previous four years (` in lakhs) Particulars As at 31st March Gratuity 2015 2014 2013 2012 2011 Defined benefit obligation 444 414 343 321 247 Fair value of plan assets 410 413 367 344 247 (Surplus)/Deficit in the plan 34 1 (25) (22) - Actuarial (gain)/loss on plan obligation 37 (47) (38) (44) (60) Actuarial gain/(loss) on plan assets (0) (0) - - -

Actuarial Assumption (` in lakhs) Particulars Gratuity Leave Encashment 2014-15 2013-14 2014-15 2013-14 Assumption Discount Rate 8.00% 9.20% 8.00% 9.20% Salary Escalation 4.00% 4.00% 4.00% 4.00%

The estimates of rate of escalation in salary considered in actuarial valuation, take into account inflation, seniority promotion and other relevant factors including supply and demand in the employment market. The above information is certified by the actuary. The expected rate of return on plan assets is determined considering several applicable factors, mainly the composition of plan assets held, assessed risks, historical results of return on plan assets and the Company’s policy for plan assets management.

Annual Report 2014-15 | 119 22. Finance Cost (` in lakhs) Particulars For the year ended March 31 2015 2014 Interest expense 5,357 4,429 Other borrowing costs 126 181 Total 5,483 4,610 23. Expenditure In Foreign Currency (` in lakhs) Particulars For the year ended March 31 2015 2014 Travelling, Hotel & Lodging 141 94 Professional Fees 66 197 Salary 115 120 Subscription 34 36 Advertisement 345 33 Interest on Term Loan - 85 Other matters 46 50 Total 747 615

24. Other Expenses (` in lakhs) Particulars For the year ended March 31 2015 2014 Rent 3,261 3,255 Rates & Taxes (excluding taxes on income) 13 5 Electricity Charges 483 479 Insurance 177 134 Payment to Auditors* Audit Fees 64 57 Certificaton Fees 9 8 Other Matters - 8 73 73 Communication and Courier Expenses 1,066 1,064 Professional Charges 1,056 698 Travelling & Conveyance Expenses 866 918 Computer Expenses 1,132 709 Advertisement, Publicity & Business Promotion 3,617 2,781 Bad debts 0 3 Donation 310 36 Directors Sitting Fees & Commissions 32 23 Foreign Exchange Fluctuation Loss (Net) (474) 37 Loss on Sale of Fixed Assets 26 158 Miscellaneous expenses 1,163 915 Total 12,801 11,288 *excludes audit fees of `40 lacs on account of QIP certification work which is adjusted against secruities premium account

120 | Cox & Kings Limited Business Overview Management Discussion & Analysis Statutory Reports Financial Statements

25. Segment Reporting: The Company is mainly engaged in Tours and Travel activity. All activity of the company revolve around this main business. As such, there are no seperate reportable segments as per the Accounting Standard 17 (Segment Reporting). 26 As per the Accounting Standard 18, the disclosure of transactions with the related parties as defined in the accounting standards, are given below (a) List of the related parties where control exists and related parties with whom transactions have taken place and relationship. Sr. Name of the Related Party No. A Subsidiary Companies: 1 Clearmine Limited UK 2 Cox & Kings Destination Management Services Limited 3 Cox & Kings Tours LLC, Dubai 4 Cox and Kings Singapore Private Limited 5 Quoprro Global Limited 6 Cox and Kings Asia Pacific Travel Limited 7 Quoprro Global Services Pvt Limited 8 Cox & Kings Global Services Pvt Limited 9 Cox & Kings Japan Limited 10 Cox and Kings Destinations Management Services Pvt Limited 11 Prometheon Enterprise Limited 12 Cox & Kings (UK) Limited 13 Cox & Kings Travel Limited 14 East India Travel Company Inc 15 Cox & Kings (Shipping) Limited 16 Cox & Kings Special Interest Holidays Limited 17 Cox & Kings Tours Limited 18 Cox & Kings Enterprises Limited 19 Cox & Kings Holdings Limited 20 ETN Services Limited 21 Cox & Kings Finance Limited 22 Cox & Kings Finance (Mauritius) Limited 23 Cox & Kings (Agents) Limited 24 C&K Investments Limited 25 Grand Tours Limited 26 Cox & Kings (Australia) Pty Limited 27 Tempo Holidays Pty Limited 28 Tempo Holidays NZ Limited 29 Cox and Kings Nordic PTY Limited 30 Cox and Kings PGL Camps Pty Limited 31 Prometheon Holdings Pvt Limited 32 Prometheon Holdings Limited (Upto 21st October, 2014) 33 Cox and Kings Global Services (Singapore) Pte Limited 34 Cox & Kings Global Services Management ( Singapore) Pte Limited 35 Cox & Kings Gmbh

Annual Report 2014-15 | 121 Sr. Name of the Related Party No. 36 Quoprro Global Hellas, Greece 37 Cox & Kings Global Services LLC Dubai 38 Quoprro Global Services Pte. Limited 39 Quoprro Global Services Pvt Limited 40 Cox and Kings Consulting Service (Beijing) Co. Limited 41 Cox & Kings Global Services LLC, USA 42 Cox & Kings Global Services Sweden AB 43 Cox & Kings Egypt 44 Cox & Kings Global Services Lanka Pvt Limited 45 Prometheon Holdings (UK) Limited 46 Prometheon Limited 47 Holidaybreak Limited 48 NST Limited 49 NST Transport Services Limited 50 SASu Le Chateau d’Ebblinghem 51 SARL Chateau d’Ebblinghem 52 PGL Air Travel Limited 53 PGL Voyages Limited 54 PGL Travel Limited 55 PGL Adventure Limited 56 Freedom of France Limited 57 Noreya SL 58 PGL Adventure SAS 59 Simpar Sasu 60 Chateau de Lamorlaye SCI 61 SCI Domaine de Segries 62 European Study Tours Limited 63 NST Holdings Limited 64 NST Travel Group Limited 65 PGL Group Limited 66 EST Transport Purchasing Limited 67 Explore Worldwide Limited 68 Explore Aviation Limited 69 Explore Worldwide Adventures Limited 70 Regal Diving and Tours Limited 71 Superbreak Mini-Holidays Limited 72 Business Reservations Centre Holland BV 73 Bookit BV 74 BV Weekendjeweg.nl 75 Business Reservations Centre Holland Holding BV 76 Superbreak Mini Holidays Group Limited 77 Greenbank Holidays Limited (Upto 9th September 2014)

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Sr. Name of the Related Party No. 78 RM & Reise Marketing & Services GmbH (Upto 9th September 2014) 79 Eurocamp Travel (Schweiz) AG (Upto 9th September 2014) 80 Eurosites BV (Upto 9th September 2014) 81 Parkovi Sunca d.o.o (Upto 9th September 2014) 82 Camping in Comfort BV (Upto 9th September 2014) 83 Edge Adventures Ltd. 84 Keycamp Holidays Netherlands BV (Upto 9th September 2014) 85 Keycamp Holidays (Ireland) Limited (Upto 9th September 2014) 86 Eurosites AS (Upto 9th September 2014) 87 Eurocamp Travel BV (Upto 9th September 2014) 88 Camping Division Limited (Upto 9th September 2014) 89 Sites Services SARL (Upto 9th September 2014) 90 Greenbank Packages Limited (Upto 9th September 2014) 91 Greenbank Services Limited (Upto 9th September 2014) 92 Own A Holiday Home Limited (Upto 9th September 2014) 93 Holidaybreak Trustee Limited 94 Holidaybreak Holding Company Limited 95 Holidays Limited (Upto 9th September 2014) 96 Holidaybreak Education Limited 97 Holidaybreak Reisevermittlung GmbH (formerly Eurocamp Travel GmbH) (Upto 9th September 2014) 98 Depot Starvillas SARL (Upto 9th September 2014) 99 Eurocamp Independent Limited (Upto 9th September 2014) 100 Eurocamp Limited (Upto 9th September 2014) 101 GHL Transport Limited (Upto 9th September 2014) 102 Holidaybreak Quest Trustee Limtied 103 Hotelnet Limited 104 SAS Travelworks France 105 Select Sites Limited (Upto 9th September 2014) 106 Starvillas Limited (Upto 9th September 2014) 107 Travelplus Group Gmbh, Germany 108 Travelplus Group Gmbh, Austria 109 Travelworks UK Limited 110 Chalets de France Ltd. (Upto 9th September 2014) 111 Hole In The Wall Management Limited (With effect from 15th October 2013) 112 Holidaybreak Hotel Holdings Limited (With effect from 14th February 2014) 113 Holidaybreak Hotel Holdings GmbH (With effect from 19th February 2014) 114 Meininger Amsterdam Amstelstation BV (With effect from 28th February 2014) 115 PGL Travel PTY Limited (With effect from 7th May 2013) 116 PGL Property PTY Limited (With effect from 11th December 2013) 117 PGL Adventure Camps PTY Limited (With effect from 11th December 2013) 118 Meininger Amsterdam B.V. (With effect from 30th April 2013) 119 Meininger Shared Services Gmbh (With effect from 30th April 2013) 120 Meininger Berlin Hauptbahnhof Gmbh (With effect from 30th April 2013)

Annual Report 2014-15 | 123 Sr. Name of the Related Party No. 121 Meininger “10” Hamburg Gmbh (With effect from 30th April 2013) 122 Meininger Airport Frankfurt Gmbh (With effect from 30th April 2013) 123 Meininger Brussels Gmbh (With effect from 30th April 2013) 124 Meininger West Gmbh & Co. Kg (With effect from 30th April 2013) 125 Meininger West Verwaltungs Gmbh (With effect from 30th April 2013) 126 Meininger “10” City Hostel Köln Gmbh (With effect from 30th April 2013) 127 Meininger “10” Frankfurt Gmbh (With effect from 30th April 2013) 128 Meininger Oranienburger Straße Gmbh (With effect from 30th April 2013) 129 Meininger Hotel Berlin Eastside Gallary GMBH (With effect from 30th April 2013) 130 Meininger “10” City Hostel Berlin-Mitte Gmbh (With effect from 30th April 2013) 131 Meininger “10” Hostel Und Reisevermittlungs Gmbh (With effect from 30th April 2013) 132 Meininger Airport Hotels Bbi Gmbh (With effect from 30th April 2013) 133 Meininger Potsdamer Platz Gmbh (With effect from 30th April 2013) 134 Meininger Barcelona Gmbh (With effect from 30th April 2013) 135 Meininger City Hostels & Hotels Gmbh (With effect from 30th April 2013) 136 Meininger Limited (With effect from 30th April 2013) 137 Meininger Hotelerrichtungs Gmbh (With effect from 30th April 2013) 138 Meininger Wien Gmbh (With effect from 30th April 2013) 139 Meininger Wien Schiffamtsgasse Gmbh (With effect from 30th April 2013) 140 Meininger Holding GmbH (With effect from 30th April 2013) 141 Meininger Finance Co Limited (With effect from 2nd April 2014) 142 Meininger Paris SCI (With effect from 14th October 2014) 143 Superbreak Mini-Holidays Transport Limited (With effect from 30th January 2015)

B Associate/Group Company: 144 Tulip Star Hotels Limited 145 Radius Global Travel Limited

C Key Managerial Personnel: 146 Mr. A.B.M Good – Chairman 147 Mr. Peter Kerkar – Director 148 Ms. Urrshila Kerkar – Director

D Others: (i) Joint Venture: 149 Royale Indian Rail Tours Limited

(ii) Enterprises over which Key Managerial Personnel and their relatives exercise significant influence 150 Far Pavilions Tours and Travels Pvt. Limited 151 Ezeego One Travel and Tours Limited 152 Standford Trading Private Limited

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b) Transaction during the year with related parties : (` in lakhs) Sr. Nature of Transaction Subsidiaries Associates Key Managerial Others Total No. Personnel 1 Purchase/Subscription of Investments 117 - - - 117 3,173 - - - 3,173 2 Subscription of share warrants - - - 5,615 5,615 - - - - - 3 Loans and advances given/(returned) 64,667 395 - (2,210) 62,852 (15,451) (243) - (490) (16,184) 4 Guarantees issued durring the year 4,364 - - - 4,364 61,460 - - - 61,460 5 Purchase 3,928 - - 48,628 52,556 4,322 - - 37,081 41,403 6 Sales 5,923 11 10 51,628 57,573 4,681 - 24 31,540 36,245 7 Other Operating Income 994 - - 100 1,094 460 - - 72 532 8 Remuneration paid to director - - 162 - 162 - - 160 - 160 9 Director Sitting Fees - - 2 - 2 - - 3 - 3 10 Interest Received 2,071 96 - 120 2,286 1,781 - - 120 1,901 11 Commission on Corporate Gurantees 859 - - - 859 1,195 - - - 1,195 Balance as at 31st March, 2015: 12 Investments 13,336 199 - 2,250 15,785 13,219 199 - 2,250 15,668 13 Trade Receivable 3,837 11 3 9,235 13,085 5,732 - - 10,207 15,939 14 Advances from customers - - - - - 105 - - - 105 15 Loan & Advances 106,560 2,627 - 3,964 113,151 41,893 2,232 - 6,174 50,299 16 Trade payable 51 - - - 51 136 - - 217 353 17 Advances to vendors 5,095 - - 5,435 10,530 2,115 - - - 2,115 18 Corporate Guarantees 175,331 - - - 175,331 357,560 - - - 357,560

Note: The Figures in Italics are in respect of previous year.

Annual Report 2014-15 | 125 Disclosure in respect of significant related party transaction during the year. 1 Purchase/subscription of Investments includes `Nil (Previous Year `2,999 Lacs) in Quoprro Global Services Pvt. Ltd., `117 Lacs (Previous year `174 Lacsl) in Cox and Kings Destination Management Services Pvt. Ltd. 2 Subscription of share warrants includes `5615 lacs ( Previous year `Nil ) from Standford Trading Private Limited. 3 Loan given during the year inlcludes `1,095 Lacs (Previous year `3,345 Lacs) to Cox and Kings Asia Pacific Travel Ltd., `2,403 Lacs (Previous Year `4,990 Lacs) to Cox and Kings Global Service Pvt. Ltd., `4,453 Lacs (Previous Year `1,064 Lacs) to Cox and Kings Global Services (Singapore) Pte. Ltd. and `28,167 Lacs (Previous year `Nil Lacs) to Prometheon Enterprise Ltd.`20,583 Lacs (Previous Year `1,064 Lacs) to Cox and Kings Global Service (Singapore) Pty. Ltd. Loan returned during the year includes `Nil (Previous year `12,556 Lacs) by Prometheon Enterprise Ltd., `Nil (Previous Year `3,333 Lacs) by Cox and Kings Singapore Pvt. Ltd., `Nil (Previous Year `9,058 Lacs) and by Cox and Kings Australia Pvt. Ltd. `1,399 Lacs (Previous year `Nil ) by Prometheon Holdings (UK) Ltd. and by Ezeego One Travels & Tours Ltd. `2,216 Lacs (Previous year `Nil). 4 Guarantees issued during the year includes those for Cox and Kings PGL Camps Pty. Ltd. `4,364 Lacs (Previous year `Nil), Cox and Kings Singapre Pvt. Ltd. `Nil (Previous Year `61,460 Lacs) and `170,967 (Previous Year `Nil) for Prometheon Enterprise Ltd. 5 Purchases include Cox & Kings Destination Management Services Ltd. `1,193 Lacs (Previous year `1,621 Lacs), Cox & Kings Tours (L.L.C.) `2,443 Lacs (Previous year `2,062 Lacs), Ezeego One Travels and Tours Ltd. `48,628 Lacs (Previous year `37,081 Lacs) and Cox & kings Destination Management Pvt. Ltd. Singapore `1 Lacs (Previous year `408 Lacs) 6 Sales include Ezeego One Travels and Tours Ltd. `51,628 Lacs (Previous year `31,541 Lacs), Cox & Kings Travel Ltd. `2,012 Lacs (Previous year `1,763 Lacs), Cox and Kings LLC Dubai `1,144 Lacs (Previous Year `1,323 Lacs) and Cox and Kings Global Service Pvt. Ltd. `695 Lacs (Previous year `165 Lacs) 7 Other Operating Income includes `358 Lacs (Previous Year `142 Lacs) from Cox & Kings Global Services Pvt. Ltd. `191 Lacs (Previous Year `80 Lacs) from Tempo Hoildays Pty. Ltd., Cox & Kings Tours LLC `105 Lacs (Previous Year `62 Lacs) and East India Travel Inc. `119 Lacs (Previous Year `32 Lacs). 8 Payment to Key Managerial Person includes `162 Lacs (Previous year `160 Lacs) paid to Ms. Urrshila Kerkar. 9 Director Sitting fees paid to Key Managerial Person includes `1 Lacs (Previous year `2 Lacs) paid to Mr. A.B.M.Good and `1 Lacs (Previous year `1 Lacs) to Mr. Peter Kerkar. 10 Interest received includes `225 Lacs (Previous Year `471 Lacs) from Cox and Kings (Singapore) Pte. Ltd., `592 Lacs (Previous Year `455 Lacs) from Prometheon Enterprise Ltd. `391 Lacs (Previous Year `356 Lacs) from Cox and Kings Asia Pacific Travel Ltd. and `544 Lacs (Previous Year `90 Lacs) from Cox and Kings Global Service (Singapore) Pty. Ltd. 11 Guarantee Commission received from Prometheon Holdings (UK) Limited for `256 Lacs (Previous Year `596 Lacs) and Prometheon Enterprise Limited `596 Lacs (Previous Year `599 Lacs).

27 In compliance with AS – 27 ‘Financial Reporting of Interests in Joint Ventures’, the required information is as under: a) Jointly controlled entities Particulars Country of Percentage of Incorporation ownership interest as on as on 31.03.2015 31.03.2014 Royal Indian Rail Tours Limited India 50% 50%

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b) The Company’s share of assets, liabilities, income, expenditure, contingent liabilities and capital commitments compiled on the basis of unaudited financial statements received from joint ventures is as follows: (` in lakhs) Particulars As at As at As at 31.03.2015* 31.03.2014* 31.03.2011* (i) Assets 2,260 – Long Term Assets 233 – Current Assets 2,027 (ii) Liabilities 3,128 – Loans (Secured & Unsecured) 1,313 – Current Liabilities and Provisions 1,813 – Deferred Tax 3 (iii) Income 1,364 (iv) Expenses 2,108 (v) Miscellaneous Expenditure to extent not written off 165 * For the reasons stated in note 37 (b), the company has not received the financials of the Joint Venture for financial year 2011-12, 2012-13, 2013-14 & 2014-15. Hence, the figures of the company’s share in the assets and liabilities of the joint venture as at 31st March, 2015 and the income and expenses for the year ended on that date as required by Accounting Standard AS 27 – Financial Reporting of Interests in Joint Venture have not been stated. 28 Leases A. Tangible assets includes assets given on operating lease (` in lakhs) Description Cost Depreciation Net Block of Assets As at Additions Disposals As at As at For the On As at As at As at 01.04.2014 during during 31.03.2015 01.04.2014 year disposals 31.03.2015 31.03.2015 31.03.2014 the year the year Owned Assets Building # 17 - - 17 9 0 * - 10 7 7 Furniture & Fixtures ** 435 319 12 741 39 144 3 180 561 396 Electrical Equipments ** 44 10 25 29 4 10 7 7 22 40 Office Equipments ** 14 13 27 1 9 - 10 17 13 Total Amount (`) 510 342 37 814 53 163 10 207 607 456 * Depreciation for the year includes `0.30 Lacs (Previous year `0.39 Lacs). # In respect of the above arrangements, lease rent of `4 Lacs (Previous year `3 Lacs ) are recognised in the Statement of Profit and Loss for the year and included under Other Income. ** In respect of the above arrangements, lease rent of `149 Lacs (Previous year `57 Lacs) are recognised in the Statement of Profit and Loss for the year and included under Other Operating Income.

Annual Report 2014-15 | 127 B. The company has operating lease in respect of office premises. Future lease rentals payable in respect of non cancellable lease period is as follows : (` in lakhs) Particulars As at March 31 2015 2014 Not later than one year 2,426 3,416 Later than one year but not later than five years 3,015 3,201 Later than five year 254 290 The Company’s significant leasing arrangements are generally from 5 months to 96 months. Under these agreements, generally refundable interest-free deposits have been given. In respect of above arrangements, lease rentals payable are recognised in the Statement of Profit and Loss for the year and included under Rent (Refer Note 24). 29. Earnings Per Share (EPS) (` in lakhs) Particulars As at March 31 2015 2014 Net Profit after Tax as per Statement of Profit & Loss attributable to Equity Shareholders (`in Lacs) 14,117 11,269 Weighted average number of Equity Shares (Basic) 1,477 1,365 Add:- Dilutive shares on account of Share warrants 73 - Weighted average number of Equity Shares (Diluted) 1,549 1,365 Basic Earning Per Share (EPS) (In `) 9.56 8.25 Diluted Earning Per Share (EPS) (In `) 9.11 8.25 Face Value Per Equity Shares (In `) 5/- 5/-

30. Disclosure required by clause 32 of the listing agreement: Loans/Advances in the nature of Loans given to Subsidiaries, Associates & Joint Venture (a) Loans & Advances (` in lakhs) Sr. Name of the Company Type As at As at Maximum No. 31st March, 31st March, Balance 2015 2014 during the year 1 Cox & Kings (Australia) Pty. Ltd Subsidiary 2,780 1,013 2,780 2 Quprro Global Services Pvt. Ltd. Subsidiary 6,271 4,705 6,471 3 Cox & Kings (UK) Ltd. Subsidiary 3,458 1,120 3,458 4 Cox and Kings Singapore Pvt. Ltd. Subsidiary 7,785 3,331 16,251 5 Cox and Kings Asia Pacific Travel Limited Subsidiary 11,498 10,403 15,099 6 Cox & Kings Global Services (Singapore) Pte. Ltd. Subsidiary 23,300 2,719 23,300 7 Quoprro Global Limited Subsidiary 992 959 992 8 Clearmine Limited Subsidiary 881 851 881 9 Cox & Kings (Japan) Limited Subsidiary 3,430 2,839 3,430 10 Cox & Kings Tours LLC. Subsidiary 2,164 642 2,164 11 Prometheon Enterprises Ltd. Subsidiary 35,061 6,894 35,061 12 Cox & Kings Global Services Pvt. Ltd Subsidiary 7,426 5,023 7,426 13 Cox & Kings Destination Management Pte. Ltd. Subsidiary 73 159 187 14 Prometheon Holdings Pvt. Ltd. Subsidiary 1,648 2 1,657 15 Cox & Kings PGL Camps PTY Ltd Subsidiary 156 - 156 16 Tulip Star Hotels Limited Associate 2,627 2,232 2,627 17 Royale Indian Rail Tours Limited Joint venture 3,958 3,958 3,958 113,508 46,850

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Note : i. Loans & Advances to subsidiaries given for Business Purpose shown above are of short term nature (excluding Prometheon Enterprises Ltd.) and are repayable on demand and thus there is no repayment schedule as such. ii. Advances in the nature of trade advances are not considered here for reporting under this clause. iii. Loans to employee as per company policy are not considered. B. Investment by the loanee in the shares of the company or subsidiary company: a. None of the loanees and/or subsidiary companies of loanees have, per se, made investments in shares of the Company. b. Investment by Cox & Kings (UK) Ltd.in equity shares of subsidiaries: Sr. Name of the Company No of Shares No. 1 Cox & Kings Travel Limited 639,000 2 Cox & Kings (Shipping) Ltd. 1,999 3 Cox & Kings Holdings Ltd. 2 4 Cox & Kings Enterprises Ltd. 99 5 C&K Investments Limited 2 6 Cox & Kings Special Interest Holidays Ltd. 1,999 7 Cox & Kings Tours Ltd. 2 8 ETN Services Ltd 1 9 Cox & Kings (Agents) Limited 1 10 Cox & Kings Finance Ltd. 1 11 Cox & Kings Finance (Mauritius) Ltd. 12,000 12 Grand Tours Ltd. 510 c. Investment by Clearmine Limited in equity shares of subsidiaries: Sr. Name of the Company No of Shares No. 1 Cox & Kings Destination Management Services Limited 2 d. Investment by Cox & Kings (Australia) Pty. Ltd. in equity shares of subsidiaries Sr. Name of the Company No of Shares No. 1 Tempo Holidays Pty Ltd. 117,000 2 Cox and Kings Nordic PTY Limited, Australia 27,000 e. Investment by Cox & Kings Global Services (Singapore) Pte Ltd. in equity shares of subsidiaries Sr. Name of the Company Type No of Shares No. 1 Cox & Kings Global Services Management (Singapore) Pte Ltd. Equity 100,000 2 Cox & Kings Global Services Management (Singapore) Pte Ltd. Preference 1,600,000 3 Cox and kings Singapore Pte Ltd Preference 8,300,000 4 Cox & Kings Destination Management Services Private Limited Preference 250,000 f. Investment by Prometheon Enterprise Ltd. in equity shares of subsidiaries Sr. Name of the Company No of Shares No. 1 Prometheon Holdings (UK) Ltd. 635,776

Annual Report 2014-15 | 129 g. Investment by Quoprro Global Ltd. in equity shares of subsidiaries Sr. Name of the Company No of Shares No. 1 Cox & Kings Global Services Sweden A.B. 1

31. Remittances In Foreign Currency on Account of Dividend The company has paid dividend in respect of shares held by Non-Residents on repatriation basis. This inter-alia includes portfolio investment and direct investment, where the amount is also credited to Non-Resident External Account (NRE A/c). The exact amount of dividend remitted in foreign currency cannot be ascertained. The total amount remit table in this respect is given herein below: For the year ended March 31 2015 2014 (a) Year to which dividend relates 2014-15 2013-14 (b) Number of non-resident shareholders to whom remittance was made 506 505 (c) Number of equity shares held by them 59,385,365 47,303,605 (d) Amount remitted to Bankers in India of the Non-resident shareholders (in `) 59,385,365 47,303,605

32. Financial Derivative Instruments: A. Derivative contract entered into by the company for hedgeing currency risk and outstanding as on 31st March, 2015. Nominal amount of forward contract entered into by the company and outstanidng as on 31st March 2015 amounting to `209 Lacs (Previous year `325 Lacs) (` in lakhs) Particulars Amount in foreign Currency Equivalent amount As at As at As at As at 31st March, 31st March, 31st March, 31st March, 2015 2014 2015 2014 USD 2 4 128 220 EUR 1 1 66 79 AUD 0** - 10 - SGD 0# - 5 - GBP - 0* - 16 CHF - 0@ - 10 Total 3 5 209 325 * Current year GBP Nil (Previous year GBP 0.16 Lacs) @ Current year CHF Nil (Previous year CHF 0.15 Lacs) ** Current year AUD 0.20 Lacs (Previous year AUD Nil) # Current year SGD 0.11 Lacs (Previous year SGD Nil)

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B. Foreign Currency Exposure that are not hedged by derivative instruments as on 31st March 2015 amounting to `30,650 Lacs (Previous year `38,608 Lacs) (` in lakhs) Particulars Equivalent amount in USD Amount in INR As at As at As at As at 31st March, 31st March, 31st March, 31st March, 2015 2014 2015 2014 Trade Receivables 298 496 18,608 29,656 Trade Payables 8 17 476 1,031 Advances to Vendor 166 57 10,359 3,402 Banks 17 75 1,029 4,512 Unsettled Travellers’ Cheque 3 0 # 178 7 Total 492 645 30,650 38,608 # Current year USD 3 (Previous year USD 0.12 Lacs) 33. Earnings In Foreign Exchange (` in lakhs) For the year ended March 31 2015 2014 Travel, Tour and Other Income* 8,616 8,090 Total 8,616 8,090 *Includes interest income for `2,256 Lacs (Previous Year `1,783 Lacs) 34. Contingent Liabilities: (` in lakhs) As at March 31 2015 2014 I. Guarantees: Corporate Guarantee given on behalf of wholly owned subsidiaries 175,331 357,560 Guarantees given by Bank 6,046 12,313 II. Legal Disputes Disputed income Tax Demand 762 438 Disputed Service Tax demand 12,908 12,908 Claim against the Company not acknowledged as debts 1,126 1,393 Total 196,173 384,612 35. Balances of Trade Receivables and Trade Payables are as per books of accounts and subject to confirmation & reconciliation, if any. 36. Corporate Social Responsibility (CSR Activity) (` in lakhs) Particulars Paid in cash Yet to be paid Total (a) Gross amount required to be spent by the company during the year as per section 135 of the Companies Act 2013. 269 (b) Amount spent during the year on: - - - (i) Construction/acquisition of any asset - - - (ii) On purposes other than (i) above 310 - 310

Annual Report 2014-15 | 131 37. Details of Loans given, investment made and guarantee given covered under section 186(4) of the Companies Act, 2013: - Investment made are given under note 11 - Loan given to subsidiaries,associates and joint venture are given under note 30 - Loans given to others (as part of treasury operations of the Company bearing interest ranging from 14% to 18% p.a.) and guarantees/securities given by the Company as at March 31, 2015 are as under : (` in lakhs) Particulars Opening Addition Amount Closing balance as on during the Matured balance 1st April 2014 Year and paid as on during 31st March the year 2015 Loans given in the form of unsecured 33,403 326,088 349,370 10,122 short term Inter-Corporate Deposits and other advances Guarantees/Securities given by the Company 357,560 25,715 207,944 175,331

38. Other Notes (a) Previous year’s figures have been regrouped/reclassified wherever necessary to correspond with the current year’s classification/disclosure. (b) The Royale India Rail Tours Ltd. (RIRTL) is a 50:50 joint venture between Indian Railway Catering and Tourism Corporation (IRCTC) and Cox & Kings Ltd. IRCTC has terminated the joint venture agreement on August 12, 2011. The Supreme Court has dismissed the Special Leave Petition filed by the company and directed both the parties to go for arbitration. It also made it clear that the observations made by the Courts shall not, in any way, influence the outcome of the arbitral proceedings, if resorted to by the parties. The arbitration proceedings were continuing as at the year end. Company has invested `250 lacs in equity capital, `3958.10 lacs as loans and has trade receivable of `519.03 lacs as at March 31, 2015. Based on the legal opinion, the company is confident of favourable outcome of the arbitration proceeding and no provision is considered necessary in the accounts. (c) In the opinion of the Board of Directors, other current assets have a value on realisation in the ordinary course of the company’s business, which is at least equal to the amount at which they are stated in the balance sheet.

As per our report of even date For Chaturvedi & Shah For and on behalf of the Board Chartered Accountants Firm Registration No. 101720W

Amit Chaturvedi Urrshila Kerkar Peter Kerkar Partner Director Director Membership No. 103141

Date : May 15, 2015 Rashmi Jain Anil Khandelwal Place: Mumbai Company Secretary C.F.O.

132 | Cox & Kings Limited Business Overview Management Discussion & Analysis Statutory Reports Financial Statements

Additional Information, as required under Schedule III to the companies Act, 2013, of enterprises consolidated as Subsidiary/Associates/Joint Ventures.

Sr. Name of Subsidary Company Net Assets i.e total Assets Share in Profit No. minus total Liabilities or Loss As % of Amount As % of Amount Consolidated (` Consolidated (` net Assets in Lakhs) Profit or Loss in Lakhs) A Parent Cox and Kings Limited 0.22 237,661.52 0.21 14,116.43 B Subsidaries B(i) Indian 1 Cox & Kings Global Services Pvt Ltd (0.00) (2,684.44) (0.02) (1,096.22) 2 Quoprro Global Services Pvt Ltd 0.00 2,997.99 - - B(ii) Foreign 1 Clearmine Limited 0.00 73.35 0.00 101.22 2 Cox & Kings Destination Management Services Limited 0.01 6,095.27 0.00 81.89 3 C&K Investments Limited 0.00 0.00 - - 4 Cox & Kings (Agents) Limited 0.00 0.00 - - 5 Cox & Kings (Shipping) Limited (0.00) (4.35) - - 6 Cox & Kings (UK) Ltd 0.00 2,502.99 (0.00) (137.03) 7 Cox & Kings Enterprises Ltd. 0.00 0.09 - - 8 Cox & Kings Finance Ltd. 0.00 0.00 - - 9 Cox & Kings Holdings Ltd. 0.00 0.00 - - 10 Cox & Kings Special Interest Holidays Ltd. (0.00) (34.18) - - 11 Cox & Kings Tours Ltd. 0.00 0.00 - - 12 ETN Services Ltd. 0.00 0.00 - - 13 Grand Tours Ltd. - - - - 14 Cox & Kings Travel Limited 0.03 27,506.91 0.07 4,904.33 15 East India Travel Company Inc, 0.01 10,179.42 0.04 2,540.69 16 Cox & Kings Finance (Mauritius) Ltd. - - - - 17 Cox & Kings Japan Ltd 0.01 5,602.83 0.02 1,476.21 18 Cox & Kings Tours LLC, Dubai 0.02 17,738.43 0.07 4,624.55 19 Cox and Kings Asia Pacific Travel Ltd (0.00) (2,066.39) (0.02) (1,034.17) 20 Cox and Kings Singapore Private Limited 0.00 826.90 (0.00) (146.86) 21 Cox and Kings Destinations Management Services Pvt Ltd 0.00 64.94 (0.00) (15.40) 22 Cox & Kings Global Services Management (Singapore) Pte Ltd 0.00 68.84 (0.00) (166.95) 23 Cox & Kings GmBH 0.00 130.14 0.00 29.45 24 Cox & Kings Global Services LLC, Dubai (0.00) (271.56) 0.01 584.65 25 Cox & Kings Global Services LLC, USA (0.00) (3,933.76) (0.06) (3,905.52) 26 Cox and Kings Consulting Service (Beijing) Co. Ltd. (0.00) (5.30) (0.00) (6.41) 27 Cox and Kings Global Services (Singapore) Pte Ltd. 0.00 145.84 0.00 208.99 28 Cox & Kings Egypt - - - - 29 Cox & Kings Global Services Lanka Pvt Limited - - - - 30 Quoprro Global Hellas, Greece (0.00) (87.14) (0.00) (6.79) 31 Quoprro Global Limited (0.00) (494.35) (0.00) (155.28) 32 Cox & Kings Global Services Sweden AB (0.00) (422.91) (0.00) (150.09) 33 Quoprro Global Services Pte. Ltd 0.00 19.32 (0.00) (11.90) 34 Quoprro Global Services Pvt Ltd-Hongkong (0.00) (86.38) (0.00) (76.56) 35 Cox & Kings (Australia) Pty Ltd. (0.00) (1,106.07) (0.03) (2,277.18)

Annual Report 2014-15 | 133 Sr. Name of Subsidary Company Net Assets i.e total Assets Share in Profit No. minus total Liabilities or Loss As % of Amount As % of Amount Consolidated (` Consolidated (` net Assets in Lakhs) Profit or Loss in Lakhs) 36 Tempo Holidays Pty Ltd. 0.01 11,142.21 0.02 1,447.18 37 Tempo Holidays NZ Ltd. 0.00 9.73 0.00 17.70 38 Cox and Kings Nordic PTY Limited 0.00 32.26 - - 39 Cox & Kings PGL Camps PTY Ltd. (0.00) (457.63) (0.01) (508.90) 40 Prometheon Enterprise Limited (0.03) (28,597.37) 0.27 18,024.99 41 Prometheon Holdings Pvt Ltd (0.00) (1,799.60) (0.02) (1,527.63) 42 Prometheon Limited - - - - 43 Prometheon Holdings (UK) Ltd 0.19 201,165.82 (0.01) (633.25) 44 Bookit BV 0.00 12.21 - - 45 BRC Holland BV 0.01 7,782.77 (0.02) (1,567.67) 46 BRC Holland Holding BV 0.01 6,141.85 0.03 1,974.36 47 BV Weekendje Weg.nl 0.00 12.35 - - 48 Chateau de Lamorlaye SCI - - - - 49 Domaine de Segries SCI 0.00 329.89 0.00 25.53 50 EST Transport Purchasing Ltd 0.00 289.05 0.00 16.55 51 European Study Tours limited 0.00 2,896.21 0.01 611.45 52 Explore Aviation Ltd 0.00 1.86 - - 53 Explore Worldwide Adventures Ltd - - - - 54 Explore Worldwide Ltd 0.01 7,429.86 (0.02) (1,078.28) 55 Freedom of France Ltd 0.00 0.00 - - 56 Hole in the Wall Management Ltd (0.00) (0.37) - - 57 Holidaybreak Education Limited 0.15 161,318.60 (0.00) (50.43) 58 Holidaybreak Holding Co Ltd 0.00 1,119.57 0.00 1.66 59 Holidaybreak Hotel Holdings GmbH (0.00) (4,707.34) (0.08) (5,402.59) 60 Holidaybreak Hotel Holdings Limited 0.10 104,314.28 (0.00) (32.33) 61 Holidaybreak Ltd 0.16 169,992.93 0.20 13,729.57 62 Holidaybreak QUEST Trustee Ltd 0.00 0.00 - - 63 Holidaybreak Trustee Ltd 0.00 0.87 - - 64 Edge Adventures Ltd - - (0.00) (0.05) 65 Hotelnet Ltd 0.00 0.00 - - 66 Meinigner Airport Frankfurt GmbH 0.00 1,653.52 0.02 1,101.34 67 Meininger “10” City Hostel Berlin-MItte GmbH 0.00 734.78 0.01 798.96 68 Meininger “10” City Hostel Köln GmbH 0.00 280.40 0.01 352.70 69 Meininger “10” Frankfurt GmbH 0.00 1,773.59 0.02 1,319.43 70 Meininger “10” Hamburg GmbH 0.00 998.21 0.02 1,564.49 71 Meininger “10” Hostel und Reisevermittlung GmbH 0.00 1,302.08 0.02 1,247.21 72 Meininger Airport Hotels BBI GmbH (0.00) (490.13) (0.00) (112.42) 73 Meininger Amsterdam Amstelstation BV 0.00 12.21 - - 74 Meininger Amsterdam BV 0.00 3,333.47 0.05 3,110.81 75 Meininger Barcelona GmbH (formerly Meininger Leipzig GmbH) (0.00) (16.94) (0.00) (2.44) 76 Meininger Berlin Hauptbahnhof GmbH 0.00 2,837.92 0.04 2,816.62 77 Meininger Brussels GmbH (formerly Meininger Berlin Europaplatz GmbH) 0.00 1,071.73 0.02 1,136.47

134 | Cox & Kings Limited Business Overview Management Discussion & Analysis Statutory Reports Financial Statements

Sr. Name of Subsidary Company Net Assets i.e total Assets Share in Profit No. minus total Liabilities or Loss As % of Amount As % of Amount Consolidated (` Consolidated (` net Assets in Lakhs) Profit or Loss in Lakhs) 78 Meininger City Hostels & Hotels GmbH (0.00) (284.17) (0.00) (25.41) 79 Meininger Finance Company Limited 0.09 95,255.36 (0.07) (4,463.22) 80 Meininger Holding GmbH (0.00) (4,520.98) (0.01) (507.03) 81 Meininger Hotelerrichtungs GmbH 0.00 458.32 0.01 471.81 82 Meininger Ltd 0.00 1,170.79 0.01 397.05 83 MEININGER Hotel Berlin East Side Gallery GmbH (Formerly Meininger Nürnberg Gmbh) 0.00 7.23 (0.00) (1.39) 84 Meininger Oranienburger Straße GmbH 0.00 1,246.51 0.02 1,071.20 85 Meininger Postdamer Platz GmbH 0.00 5.77 (0.00) (1.75) 86 Meininger Paris SCI (0.00) (40.14) (0.00) (45.84) 87 Meininger Shared Services GmbH (0.00) (716.98) (0.00) (276.43) 88 Meininger West GmbH & Co. KG (0.00) (3,088.81) (0.00) (63.96) 89 Meininger West Verwaltungs GmbH 0.00 9.37 (0.00) (1.64) 90 Meininger Wien GmbH 0.00 559.02 0.01 386.94 91 Meininger Wien Schiffamtsgasse GmbH 0.00 520.71 0.01 416.83 92 Noreya 2002 SL 0.00 45.84 0.00 4.59 93 NST Holdings Limited 0.00 75.99 - - 94 NST Limited 0.00 1,759.73 0.00 255.37 95 NST Transport Services Ltd 0.00 645.26 0.00 18.44 96 NST Travel Group Limited 0.01 9,039.54 0.04 2,979.67 97 PGL Adventure Camps PTY Limited (0.00) (266.31) - - 98 PGL Adventure Ltd 0.00 172.17 - - 99 PGL Air Travel Ltd 0.00 140.69 0.00 2.73 100 PGL Aventures SAS 0.00 2,692.21 0.00 337.29 101 PGL Group Ltd 0.00 1,944.60 - - 102 PGL Property PTY Limited 0.00 45.81 - - 103 PGL Travel Ltd 0.07 79,948.57 - - 104 PGL Travel PTY Limited (0.00) (177.72) - - 105 PGL Voyages Ltd 0.00 1,857.74 - - 106 Regal Diving & Tours Ltd 0.00 656.87 (0.00) (46.39) 107 SARL Chateau D’Ebblinghem 0.00 890.40 0.00 235.41 108 SAS Travelworks France - - - - 109 SASu le Chateau D’Ebblinghem 0.00 1,794.42 0.00 42.66 110 Simpar SASu 0.00 3,114.06 0.01 420.64 111 Superbreak Mini Holidays Group Ltd (0.01) (6,851.17) - - 112 Superbreak Mini Holidays Ltd 0.02 18,056.70 0.05 3,341.90 113 Superbreak Mini Holidays Transport Ltd (incorporated 30 january 2015) - - - - 114 Travelplus Group Gmbh 0.00 624.01 0.01 1,006.41 115 Travelplus Group Gmbh 0.00 81.78 0.00 30.32 116 Travelworks UK Limited 0.00 0.00 - - 117 Prometheon Holdings Limited (dissolved) (Up to 21st October 2014) - - - -

Annual Report 2014-15 | 135 Sr. Name of Subsidary Company Net Assets i.e total Assets Share in Profit No. minus total Liabilities or Loss As % of Amount As % of Amount Consolidated (` Consolidated (` net Assets in Lakhs) Profit or Loss in Lakhs) 118 Camping Division Ltd (Up to 9 September 2014) - - (0.01) (823.50) 119 CampingIn Comfort BV (Up to 9 September 2014) - - 0.01 853.87 120 Chaletsde France (Up to 9 September 2014) - - - - 121 Depot Starvillas SARL (Up to 9 September 2014) - - 0.00 62.63 122 Eurocamp Independent Limited (Up to 9 September 2014) - - - - 123 Eurocamp Limited (Up to 9 September 2014) - - - - 124 Eurocamp TravelAG (Up to 9 September 2014) - - 0.01 565.69 125 Eurocamp TravelBV (Up to 9 September 2014) - - 0.01 542.63 126 Eurosites AS (Up to 9 September 2014) - - 0.02 1,094.87 127 Eurosites BV (Up to 9 September 2014) - - 0.00 11.96 128 GHL Transport Ltd (Up to 9 September 2014) - - - - 129 Greenbank Holidays Ltd (Up to 9 September 2014) - - (0.01) (767.60) 130 Greenbank Packages Ltd (Up to 9 September 2014) - - - - 131 Greenbank Services Ltd (Up to 9 September 2014) - - 0.01 538.21 132 Holidaybreak Reisevermittlung GmbH (Formerly Eurocamp Travel Gmbh) (Up to 9 September 2014) - - (0.00) (319.11) 133 Holidays Ltd.(Up to 9 September 2014) - - - - 134 Keycamp Holidays (Ireland) Ltd (Up to 9 September 2014) - - 0.01 351.61 135 Keycamp Holidays Netherlands BV (Up to 9 September 2014) - - 0.00 208.74 136 Own A Holiday Home Ltd (Up to 9 September 2014) - - - - 137 Parkovi Suncad.o.o (Up to 9 September 2014) - - 0.00 35.19 138 RM & S Reise Marketing & Service GmbH (Up to 9 September 2014) - - 0.01 355.02 139 Select Sites Ltd (Up to 9 September 2014) - - - - 140 Sites Services SARL (Up to 9 September 2014) - - 0.01 803.23 141 Starvillas Ltd (Up to 9 September 2014) - - - - Minority Interest in all Subsidiaries (0.07) (75,411.67) 0.00 313.76

C Associates C(i) Indian 1 Tulip Star Hotel Ltd. 0.00 254.36 (0.00) (143.64)

C(ii) Foreign 1 Radius Global Travel Ltd. 0.00 1,809.19 (0.00) (34.31) 2 Adventure Travel Experience Inc 0.00 127.63 0.00 33.82 3 Tutors Direct Ltd - - - - 4 Tute Education Ltd (0.00) (978.58) - -

D Joint Venture

D(i) Indian 1 Royale Indian Rail Tours Ltd. (0.00) (953.10) - -

136 | Cox & Kings Limited Business Overview Management Discussion & Analysis Statutory Reports Financial Statements

Salient Features of Financial Statements of Subsidiary / Associates/ Joint Ventures As Per Companies Act, 2103 PART “A” : SUBSIDIARIES

Sr. Name of Subsidiary Company Reporting Share Reserve Total Total Invest- Turnover/ Profit Provision Profit Proposed % of No. Currency Capital & Assets Liabilities ments Total Before For after Dividend Share Surplus Income Taxation Taxation taxation holding 1 Clearmine Limited INR 1.39 71.96 992.95 919.60 127.73 - 101.22 - 101.22 - 100% GBP 0.02 0.78 10.70 9.91 1.38 - 1.03 - 1.03 2 Cox & Kings Destination INR 0.00 6,095.27 10,329.40 4,234.13 - 1,935.35 78.06 (3.83) 81.89 - 100% Management Services Limited GBP 0.00 65.71 111.36 45.65 - 19.68 0.79 (0.04) 0.83 3 C&K Investments Limited INR 0.00 - 0.00 ------100% GBP 0.00 - 0.00 ------4 Cox & Kings (Agents) Limited INR 0.00 - 0.00 ------100% GBP 0.00 - 0.00 ------5 Cox & Kings (Shipping) Limited INR 1.86 (6.20) - 4.35 ------100% GBP 0.02 0.00 0.00 0.00 - - - - - 6 Cox & Kings (UK) Ltd INR 1,324.45 1,178.54 6,090.14 3,587.15 611.81 - (127.75) 9.28 (137.03) - 100% GBP 14.28 12.71 65.66 38.67 6.60 - (1.30) 0.09 (1.39) 7 Cox & Kings Enterprises Ltd. INR 0.09 - 0.09 ------100% GBP 0.00 - 0.00 0.00 - - - - - 8 Cox & Kings Finance Ltd. INR 0.00 - 0.00 ------100% GBP 0.00 - 0.00 ------9 Cox & Kings Holdings Ltd. INR 0.00 - 0.00 0.00 0.00 - - - - - 100% GBP 0.00 - 0.00 0.00 0.00 - - - - 10 Cox & Kings Special Interest INR 1.86 (36.03) - 34.18 ------100% Holidays Ltd. GBP 0.02 (0.39) - 0.37 - - - - - 11 Cox & Kings Tours Ltd. INR 0.00 - 0.00 ------100% GBP 0.00 - 0.00 ------12 ETN Services Ltd. INR 0.00 - 0.00 ------100% GBP 0.00 - 0.00 ------13 Grand Tours Ltd. INR 0.47 (0.47) ------100% GBP 0.01 (0.01) ------14 Cox & Kings Travel Limited INR 592.71 26,914.20 44,949.94 17,443.03 13,882.34 30,965.35 4,996.59 92.26 4,904.33 - 100% GBP 6.39 290.16 484.60 188.05 149.66 314.85 50.80 0.94 49.87 15 East India Travel Company Inc, INR 0.38 10,179.05 19,739.98 9,560.56 - 7,376.82 4,380.50 1,839.81 2,540.69 - 100% USD 0.01 162.79 315.69 152.90 - 120.71 71.68 30.11 41.58 16 Cox & Kings Finance INR - 0.00 ------100% (Mauritius) Ltd. GBP ------17 Cox & Kings Japan Ltd INR 1,045.26 4,557.57 12,052.79 6,449.96 - 18,378.47 1,476.21 - 1,476.21 - 100% JPY 2,000.00 8,720.45 23,061.81 12,341.36 - 32,924.81 2,644.61 - 2,644.61 18 Cox & Kings Tours LLC, Dubai INR 51.07 17,687.37 25,232.10 7,493.67 67.36 6,532.86 4,624.55 - 4,624.55 - 100% AED 3.00 1,039.10 1,482.34 440.24 3.96 392.66 277.96 - 277.96 19 Cox and Kings Asia Pacific INR 0.81 (2,067.19) 22,353.83 24,420.22 - - (1,034.17) - (1,034.17) - 100% Travel Ltd USD 0.01 (33.06) 357.49 390.54 - - (16.92) - (16.92) 20 Cox and Kings Singapore INR 5,982.26 (5,155.36) 34,337.00 33,510.10 3,060.32 - (146.86) - (146.86) - 100% Private Limited USD 95.67 (82.45) 549.13 535.90 48.94 - (2.40) - (2.40) 21 Cox and Kings Destinations INR 439.06 (374.12) 474.00 409.06 - 4.14 (15.40) - (15.40) - 100% Management Services Pvt Ltd SGD 9.65 (8.22) 10.42 8.99 - 0.09 (0.32) - (0.32) 22 Cox & Kings Global Services INR 1,063.01 (994.17) 7,426.64 7,357.80 356.95 5,040.41 (166.95) - (166.95) - 100% Management (Singapore) Pte Ltd USD 17.00 (15.90) 118.77 117.67 5.71 82.48 (2.73) - (2.73) 23 Cox & Kings GmBH INR 16.96 113.18 465.33 335.18 - 663.06 29.45 - 29.45 - 100% EUR 0.25 1.67 6.86 4.94 - 8.56 0.38 - 0.38 24 Cox & Kings Global INR 51.07 (322.62) 854.21 1,125.77 - 1,258.13 584.65 - 584.65 - 100% Services LLC, Dubai AED 3.00 (18.95) 50.18 66.14 - 75.62 35.14 - 35.14

Annual Report 2014-15 | 137 Sr. Name of Subsidiary Company Reporting Share Reserve Total Total Invest- Turnover/ Profit Provision Profit Proposed % of No. Currency Capital & Assets Liabilities ments Total Before For after Dividend Share Surplus Income Taxation Taxation taxation holding 25 Cox & Kings Global Services INR 62.53 (3,996.29) 3,149.05 7,082.80 - 5,287.04 (3,905.52) - (3,905.52) - 100% LLC, USA USD 1.00 (63.91) 50.36 113.27 - 86.52 (63.91) - (63.91) 26 Cox and Kings Consulting INR 18.47 (23.77) 2.41 7.71 - - (6.41) - (6.41) - 100% Service (Beijing) Co. Ltd. CNY 1.81 (2.33) 0.24 0.76 - - (0.65) - (0.65) 27 Cox and Kings Global Services INR 989.90 (844.06) 23,449.24 23,303.40 6,370.22 - 208.99 - 208.99 - 100% (Singapore) Pte Ltd. USD 15.83 (13.50) 375.01 372.68 101.87 - 3.42 - 3.42 28 Cox & Kings Global INR 5.00 (2,689.44) 8,303.54 10,987.98 1.23 793.02 (1,101.04) (4.83) (1,096.22) - 100% Services Pvt Ltd INR 5.00 (2,689.44) 8,303.54 10,987.98 1.23 793.02 (1,101.04) (4.83) (1,096.22) 29 Cox & Kings Egypt INR ------100% EGP ------30 Cox & Kings Global Services INR ------100% Lanka Pvt Limited LKR ------31 Quoprro Global Hellas, Greece INR 12.21 (99.35) 3.15 90.29 - - (6.79) - (6.79) - 100% EUR 0.18 (1.46) 0.05 1.33 - - (0.09) - (0.09) 32 Quoprro Global Limited INR 27.83 (522.18) 629.03 1,123.38 4.43 - (155.28) (0.00) (155.28) - 100% GBP 0.30 (5.63) 6.78 12.11 0.05 - (1.58) (0.00) (1.58) 33 Cox & Kings Global Services INR 3.63 (426.55) 171.80 594.71 - 468.34 (150.09) - (150.09) - 100% Sweden AB SEK 0.50 (58.68) 23.63 81.82 - 55.74 (17.86) - (17.86) 34 Quoprro Global Services INR 409.49 (390.17) 50.02 30.70 - 0.10 (11.90) - (11.90) - 100% Pte. Ltd SGD 9.00 (8.58) 1.10 0.67 - 0.00 (0.25) - (0.25) 35 Quoprro Global Services INR 3,000.00 (2.01) 10,275.10 7,277.11 ------100% Pvt Ltd INR 3,000.00 (2.01) 10,275.10 7,277.11 - - - - - 36 Quoprro Global Services INR 80.63 (167.01) 44.79 131.17 - - (76.56) - (76.56) - 100% Pvt Ltd-Hongkong HKD 10.00 (20.71) 5.55 16.27 - - (9.71) - (9.71) 37 Cox & Kings (Australia) INR 0.48 (1,106.55) 19,042.86 20,148.93 14,010.02 (258.03) (2,508.49) (231.31) (2,277.18) - 100% Pty Ltd. AUD 0.01 (23.02) 396.07 419.08 291.39 (4.83) (46.92) (4.33) (42.60) 38 Tempo Holidays Pty Ltd. INR 56.25 11,085.95 23,556.30 12,414.09 0.35 5,979.00 2,067.41 620.22 1,447.18 - 100% AUD 1.17 230.58 489.95 258.20 0.01 111.84 38.67 11.60 27.07 39 Tempo Holidays NZ Ltd. INR 0.45 9.28 949.84 940.11 - 475.74 20.46 2.76 17.70 - 100% NZD 0.01 0.20 20.96 20.75 - 8.90 0.38 0.05 0.33 40 Cox and Kings Nordic INR 12.98 19.28 42.88 10.62 ------100% PTY Limited AUD 0.27 0.40 0.89 0.22 - - - - - 41 Cox & Kings PGL INR 0.05 (457.68) 3,693.16 4,150.79 - 87.15 (727.00) (218.10) (508.90) - 100% Camps PTY Ltd. AUD 0.00 (9.52) 76.81 86.33 - 1.63 (13.60) (4.08) (9.52) 42 Prometheon Enterprise INR 9.28 (28,606.64) 176,008.74 204,606.10 141,730.88 - 17,572.69 (452.31) 18,024.99 - 100% Limited GBP 0.10 (308.41) 1,897.54 2,205.84 1,527.99 - 328.71 (8.46) 337.17 43 Prometheon Holdings Pvt Ltd INR 0.63 (1,800.23) 19,162.16 20,961.76 - - (1,527.63) - (1,527.63) - 100% USD 0.01 (28.79) 306.45 335.23 - - (28.58) - (28.58) 44 Prometheon Limited INR 0.00 - 0.00 0.00 ------65.58% GBP 0.00 0.00 0.00 0.00 - - - - - 45 Prometheon Holdings (UK) Ltd INR 808.74 200,357.08 299,688.67 98,522.85 - - (609.23) 24.02 (633.25) - 65.58% GBP 8.72 2,160.04 3,230.92 1,062.17 - - (11.40) 0.45 (11.85) 46 Bookit BV INR 12.21 - 12.21 ------65.58% EUR 0.18 - 0.18 ------47 BRC Holland BV INR 12.35 7,770.42 14,085.16 6,302.39 - - (1,567.67) - (1,567.67) - 65.58% EUR 0.18 114.53 207.61 92.89 - - (20.23) - (20.23) 48 BRC Holland Holding BV INR 22.86 6,118.98 14,561.33 8,419.48 - 6,062.54 1,974.36 - 1,974.36 - 65.58% EUR 0.34 90.19 214.62 124.10 - 78.24 25.48 - 25.48

138 | Cox & Kings Limited Business Overview Management Discussion & Analysis Statutory Reports Financial Statements

Sr. Name of Subsidiary Company Reporting Share Reserve Total Total Invest- Turnover/ Profit Provision Profit Proposed % of No. Currency Capital & Assets Liabilities ments Total Before For after Dividend Share Surplus Income Taxation Taxation taxation holding 49 BV Weekendje Weg.nl INR 12.35 - 12.35 ------65.58% EUR 0.18 - 0.18 ------50 Chateau de Lamorlaye SCI INR ------65.58% EUR ------51 Domaine de Segries SCI INR 129.59 200.31 331.91 2.02 - 19.15 19.15 (6.38) 25.53 - 65.58% EUR 1.91 2.95 4.89 0.03 - 0.25 0.25 (0.08) 0.33 52 EST Transport Purchasing Ltd INR 1.86 287.20 1,230.68 941.62 - 716.79 16.55 - 16.55 - 65.58% GBP 0.02 3.10 13.27 10.15 - 13.41 0.31 - 0.31 53 European Study Tours limited INR 46.38 2,849.83 5,749.98 2,853.76 - 449.09 610.87 (0.58) 611.45 - 65.58% GBP 0.50 30.72 61.99 30.77 - 8.40 11.43 (0.01) 11.44 54 Explore Aviation Ltd INR 1.86 - 1.86 - - 1,237.17 - - - - 65.58% GBP 0.02 - 0.02 - - 23.14 - - - 55 Explore Worldwide INR ------65.58% Adventures Ltd CAD ------56 Explore Worldwide Ltd INR 92.76 7,337.10 17,677.01 10,247.15 127.54 5,209.19 (1,051.13) 27.15 (1,078.28) - 65.58% GBP 1.00 79.10 190.57 110.47 1.38 97.44 (19.66) 0.51 (20.17) 57 Freedom of France Ltd INR 0.00 - 12.99 12.98 ------65.58% GBP 0.00 - 0.14 0.14 - - - - - 58 Hole in the Wall INR - (0.37) - 0.37 - (0.47) - - - - 65.58% Management Ltd GBP - (0.00) - 0.00 - (0.01) - - - 59 Holidaybreak Education INR 161,092.82 225.77 198,483.80 37,165.20 - - (50.43) - (50.43) - 65.58% Limited GBP 1,736.73 2.43 2,139.84 400.68 - - (0.94) - (0.94) 60 Holidaybreak Holding Co Ltd INR 1.86 1,117.71 1,119.57 - - - 1.66 - 1.66 - 65.58% GBP 0.02 12.05 12.07 - - - 0.03 - 0.03 61 Holidaybreak Hotel INR 67.85 (4,775.18) 91,365.10 96,072.44 91,320.31 - (5,402.59) - (5,402.59) - 65.58% Holdings GmbH EUR 1.00 (70.38) 1,346.66 1,416.04 1,346.00 - (69.72) - (69.72) 62 Holidaybreak Hotel INR 26,064.55 78,249.73 104,340.47 26.19 - - (32.33) - (32.33) - 65.58% Holdings Limited GBP 281.00 843.60 1,124.89 0.28 - - (0.60) - (0.60) 63 Holidaybreak Ltd INR 3,344.17 166,648.76 431,202.78 261,209.85 - - 13,725.85 (3.72) 13,729.57 - 65.58% GBP 36.05 1,796.63 4,648.77 2,816.08 - - 256.75 (0.07) 256.82 64 Holidaybreak QUEST INR 0.00 - 0.00 ------65.58% Trustee Ltd GBP 0.00 - 0.00 ------65 Holidaybreak Trustee Ltd INR 0.00 0.87 0.87 ------65.58% GBP 0.00 0.01 0.01 ------66 Edge Adventures Ltd INR ------(0.05) - (0.05) - 65.58% GBP - (43.78) 0.02 43.80 - - (0.00) - (0.00) 67 Hotelnet Ltd INR 0.00 - 0.00 ------65.58% GBP 0.00 - 0.00 ------68 Meinigner Airport INR 17.30 1,636.22 2,843.69 1,190.17 - 1,827.11 1,107.29 5.95 1,101.34 - 65.58% Frankfurt GmbH EUR 0.26 24.12 41.91 17.54 - 23.58 14.29 0.08 14.21 69 Meininger “10” City Hostel INR 17.30 717.48 1,344.83 610.05 - 1,048.39 587.52 (211.44) 798.96 - 65.58% Berlin-MItte GmbH EUR 0.26 10.58 19.82 8.99 - 13.53 7.58 (2.73) 10.31 70 Meininger “10” City Hostel INR 17.30 263.10 557.73 277.33 - 535.11 242.12 (110.58) 352.70 - 65.58% Köln GmbH EUR 0.26 3.88 8.22 4.09 - 6.91 3.12 (1.43) 4.55 71 Meininger “10” Frankfurt INR 17.30 1,756.29 2,937.33 1,163.74 - 1,952.47 1,177.20 (142.22) 1,319.43 - 65.58% GmbH EUR 0.26 25.89 43.29 17.15 - 25.20 15.19 (1.84) 17.03 72 Meininger “10” Hamburg GmbH INR 17.30 980.91 1,644.74 646.53 - 1,518.31 1,024.55 (539.94) 1,564.49 - 65.58% EUR 0.26 14.46 24.24 9.53 - 19.59 13.22 (6.97) 20.19

Annual Report 2014-15 | 139 Sr. Name of Subsidiary Company Reporting Share Reserve Total Total Invest- Turnover/ Profit Provision Profit Proposed % of No. Currency Capital & Assets Liabilities ments Total Before For after Dividend Share Surplus Income Taxation Taxation taxation holding 73 Meininger “10” Hostel und INR 17.30 1,284.78 2,375.30 1,073.22 - 1,820.76 1,096.95 (150.26) 1,247.21 - 65.58% Reisevermittlung GmbH EUR 0.26 18.94 35.01 15.82 - 23.50 14.16 (1.94) 16.10 74 Meininger Airport Hotels INR 17.30 (507.44) 804.39 1,294.53 - 492.12 (186.92) (74.50) (112.42) - 65.58% BBI GmbH EUR 0.26 (7.48) 11.86 19.08 - 6.35 (2.41) (0.96) (1.45) 75 Meininger Amsterdam INR 12.21 - 12.21 ------65.58% Amstelstation BV EUR 0.18 - 0.18 ------76 Meininger Amsterdam BV INR 12.21 3,321.25 5,718.55 2,385.09 - 3,777.46 2,727.16 (383.65) 3,110.81 - 65.58% EUR 0.18 48.95 84.29 35.15 - 48.75 35.20 (4.95) 40.15 77 Meininger Barcelona GmbH INR 17.30 (34.24) 9.48 26.42 - - (2.44) - (2.44) - 65.58% (formerly Meininger Leipzig GmbH) EUR 0.26 (0.50) 0.14 0.39 - - (0.03) - (0.03) 78 Meininger Berlin INR 17.30 2,820.62 4,727.02 1,889.10 - 3,737.94 2,208.64 (607.98) 2,816.62 - 65.58% Hauptbahnhof GmbH EUR 0.26 41.57 69.67 27.84 - 48.24 28.50 (7.85) 36.35 79 Meininger Brussels GmbH INR 17.30 1,054.43 2,523.81 1,452.08 - 2,300.71 1,038.83 (97.65) 1,136.47 - 65.58% (formerly Meininger Berlin EUR 0.26 15.54 37.20 21.40 - 29.69 13.41 (1.26) 14.67 Europaplatz GmbH) 80 Meininger City Hostels INR 24.42 (308.59) 421.95 706.12 - 327.28 (39.59) (14.18) (25.41) - 65.58% & Hotels GmbH EUR 0.36 (4.55) 6.22 10.41 - 4.22 (0.51) (0.18) (0.33) 81 Meininger Finance INR 91,320.31 3,935.05 95,324.57 69.20 - - (4,463.22) - (4,463.22) - 65.58% Company Limited EUR 1,346.00 58.00 1,405.02 1.02 - - (57.60) - (57.60) 82 Meininger Holding GmbH INR 20.35 (4,541.33) 16,106.66 20,627.64 - 799.34 (825.96) (318.94) (507.03) - 65.58% EUR 0.30 (66.94) 237.40 304.04 - 10.32 (10.66) (4.12) (6.54) 83 Meininger Hotelerrichtungs INR 24.42 433.89 1,096.71 638.40 - 929.84 387.36 (84.44) 471.81 - 65.58% GmbH EUR 0.36 6.40 16.16 9.41 - 12.00 5.00 (1.09) 6.09 84 Meininger Ltd INR 0.00 1,170.79 1,853.37 682.59 - 745.80 403.55 6.50 397.05 - 65.58% GBP 0.00 12.62 19.98 7.36 - 13.95 7.55 0.12 7.43 85 MEININGER Hotel Berlin East INR 17.30 (10.07) 10.06 2.83 - - (1.39) - (1.39) - 65.58% Side Gallery GmbH (Formerly EUR 0.26 (0.15) 0.15 0.04 - - (0.02) - (0.02) Meininger Nürnberg Gmbh) 86 Meininger Oranienburger INR 17.30 1,229.21 1,913.93 667.42 - 1,708.53 949.82 (121.39) 1,071.20 - 65.58% Straße GmbH EUR 0.26 18.12 28.21 9.84 - 22.05 12.26 (1.57) 13.82 87 Meininger Postdamer INR 17.30 (11.53) 9.31 3.53 - - (1.75) - (1.75) - 65.58% Platz GmbH EUR 0.26 (0.17) 0.14 0.05 - - (0.02) - (0.02) 88 Meininger Paris SCI INR 0.07 (40.20) - 40.14 - - (45.84) - (45.84) - 65.58% EUR 0.00 (0.59) - 0.59 - - (0.59) - (0.59) 89 Meininger Shared Services GmbH INR 17.30 (734.28) 1,536.26 2,253.24 - 2,842.03 (311.44) (35.01) (276.43) - 65.58% EUR 0.26 (10.82) 22.64 33.21 - 36.68 (4.02) (0.45) (3.57) 90 Meininger West INR 20.35 (3,109.17) (1,300.78) 1,788.03 - (0.00) (63.96) - (63.96) - 65.58% GmbH & Co. KG EUR 0.30 (45.83) (19.17) 26.35 - (0.00) (0.83) - (0.83) 91 Meininger West Verwaltungs INR 17.30 (7.93) 12.33 2.95 - - (1.64) - (1.64) - 65.58% GmbH EUR 0.26 (0.12) 0.18 0.04 - - (0.02) - (0.02) 92 Meininger Wien GmbH INR 24.42 534.60 1,277.88 718.86 - 1,014.50 350.66 (36.27) 386.94 - 65.58% EUR 0.36 7.88 18.84 10.60 - 13.09 4.53 (0.47) 4.99 93 Meininger Wien INR 24.42 496.29 941.15 420.43 - 837.54 384.94 (31.90) 416.83 - 65.58% Schiffamtsgasse GmbH EUR 0.36 7.31 13.87 6.20 - 10.81 4.97 (0.41) 5.38 94 Noreya SL INR 2.04 43.80 52.52 6.68 - 7.23 3.69 (0.90) 4.59 - 65.58% EUR 0.03 0.65 0.77 0.10 - 0.09 0.05 (0.01) 0.06 95 NST Holdings Limited INR 76.87 (0.88) 75.99 ------65.58% GBP 0.83 (0.01) 0.82 ------96 NST Limited INR 26.46 1,733.27 1,809.25 49.52 - 374.72 255.37 - 255.37 - 65.58% EUR 0.39 25.55 26.67 0.73 - 4.84 3.30 - 3.30

140 | Cox & Kings Limited Business Overview Management Discussion & Analysis Statutory Reports Financial Statements

Sr. Name of Subsidiary Company Reporting Share Reserve Total Total Invest- Turnover/ Profit Provision Profit Proposed % of No. Currency Capital & Assets Liabilities ments Total Before For after Dividend Share Surplus Income Taxation Taxation taxation holding 97 NST Transport Services Ltd INR 1.86 643.41 6,277.42 5,632.16 - 3,787.43 18.44 - 18.44 - 65.58% GBP 0.02 6.94 67.68 60.72 - 70.85 0.34 - 0.34 98 NST Travel Group Limited INR 139.13 8,900.41 48,690.07 39,650.53 5.96 2,604.84 3,050.48 70.81 2,979.67 - 65.58% GBP 1.50 95.95 524.92 427.47 0.06 48.72 57.06 1.32 55.74 99 PGL Adventure Camps INR 12.02 (278.33) 1,609.53 1,875.84 - 506.26 - - - - 65.58% PTY Limited AUD 0.25 (5.79) 33.48 39.02 - 9.47 - - - 100 PGL Adventure Ltd INR 0.09 172.07 172.17 - - 1,643.30 - - - - 65.58% GBP 0.00 1.86 1.86 - - 30.74 - - - 101 PGL Air Travel Ltd INR 60.29 80.39 442.24 301.56 - 452.25 2.73 - 2.73 - 65.58% GBP 0.65 0.87 4.77 3.25 - 8.46 0.05 - 0.05 102 PGL Aventures SAS INR 1,978.38 713.83 6,143.93 3,451.72 - 406.18 262.95 (74.34) 337.29 - 65.58% EUR 29.16 10.52 90.56 50.88 - 5.24 3.39 (0.96) 4.35 103 PGL Group Ltd INR 6.49 1,938.10 90,412.67 88,468.07 - 614.79 - - - - 65.58% GBP 0.07 20.89 974.73 953.77 - 11.50 - - - 104 PGL Property PTY Limited INR 12.02 33.79 1,714.57 1,668.76 - 44.55 - - - - 65.58% AUD 0.25 0.70 35.66 34.71 - 0.83 - - - 105 PGL Travel Ltd INR 12,568.49 67,380.08 149,366.15 69,417.58 - 22,777.82 - - - - 65.58% GBP 135.50 726.42 1,610.31 748.39 - 426.07 - - - 106 PGL Travel PTY Limited INR 16.83 (194.55) 2,423.96 2,601.68 - (2.98) - - - - 65.58% AUD 0.35 (4.05) 50.42 54.11 - (0.06) - - - 107 PGL Voyages Ltd INR 542.08 1,315.66 56,550.49 54,692.75 - 29.51 - - - - 65.58% GBP 5.84 14.18 609.67 589.64 - 0.30 - - - 108 Regal Diving & Tours Ltd INR 115.95 540.93 1,391.46 734.59 - 515.00 (45.81) 0.58 (46.39) - 65.58% GBP 1.25 5.83 15.00 7.92 - 5.24 (0.47) 0.01 (0.47) 109 SARL Chateau INR 554.98 335.42 1,351.96 461.57 - 287.87 178.00 (57.41) 235.41 - 65.58% D’Ebblinghem EUR 8.18 4.94 19.93 6.80 - 3.72 2.30 (0.74) 3.04 110 SAS Travelworks France INR ------65.58% EUR ------111 SASu le Chateau INR 1,316.21 478.21 2,273.84 479.42 - 31.00 31.00 (11.66) 42.66 - 65.58% D’Ebblinghem EUR 19.40 7.05 33.51 7.07 - 0.40 0.40 (0.15) 0.55 112 Simpar SASu INR 542.77 2,571.29 3,567.93 453.87 - 726.24 325.12 (95.52) 420.64 - 65.58% EUR 8.00 37.90 52.59 6.69 - 9.37 4.20 (1.23) 5.43 113 Superbreak Mini INR 8,568.16 (15,419.32) 0.18 6,851.35 ------65.58% Holidays Group Ltd GBP 92.37 (166.23) 0.00 73.86 - - - - - 114 Superbreak Mini INR 46.38 18,010.32 61,119.95 43,063.25 - 8,548.44 3,939.13 597.23 3,341.90 - 65.58% Holidays Ltd GBP 0.50 194.17 658.93 464.26 - 86.92 40.05 6.07 33.98 115 Superbreak Mini Holidays INR ------65.58% Transport Ltd GBP ------(incorporated 30 january 2015) 116 Travelplus Group Gmbh, INR 25.85 598.16 2,966.98 2,342.97 - 3,244.63 758.11 (248.31) 1,006.41 1,696.14 65.58% Germany EUR 0.38 8.82 43.73 34.53 - 41.87 9.78 (3.20) 12.99 117 Travelplus Group Gmbh, INR 23.75 58.04 94.23 12.45 - 137.21 28.96 (1.36) 30.32 - 65.58% Austria EUR 0.35 0.86 1.39 0.18 - 1.77 0.37 (0.02) 0.39 118 Travelworks UK Limited INR 0.00 - 0.00 ------65.58% GBP 0.00 - 0.00 ------

Exchange Rate as on 31st March 2015: 1 AED = `17.02, 1 AUD = `48.08, 1 CAD = `51.19, 1 CNY = `10.20, 1 EUR = `67.85, 1 GBP = `92.76, 1 HKD = `8.06, 1 JPY = `0.52, 1 NZD = `45.31, 1 SEK = `7.27, 1 SGD = `45.50, 1 USD = `62.53.

Annual Report 2014-15 | 141 Name of subsidiaries which have been liquidated/ sold during the Year

1 Camping Division Ltd (Up to 9 September 2014) 2 CampingIn Comfort BV (Up to 9 September 2014) 3 Chaletsde France (Up to 9 September 2014) 4 Depot Starvillas SARL (Up to 9 September 2014) 5 Eurocamp Independent Limited (Up to 9 September 2014) 6 Eurocamp Limited (Up to 9 September 2014) 7 Eurocamp Trave lAG (Up to 9 September 2014) 8 Eurocamp Travel BV (Up to 9 September 2014) 9 Eurosites AS (Up to 9 September 2014) 10 Eurosites BV (Up to 9 September 2014) 11 GHL Transport Ltd (Up to 9 September 2014) 12 Greenbank Holidays Ltd (Up to 9 September 2014) 13 Greenbank Packages Ltd (Up to 9 September 2014) 14 Greenbank Services Ltd (Up to 9 September 2014) 15 Holidaybreak Reisevermittlung GmbH (Formerly Eurocamp Travel Gmbh) (Up to 9 September 2014) 16 Holidays Ltd. (Up to 9 September 2014) 17 Keycamp Holidays (Ireland) Ltd (Up to 9 September 2014) 18 Keycamp Holidays Netherlands BV (Up to 9 September 2014) 19 Own A Holiday Home Ltd (Up to 9 September 2014) 20 Parkovi Suncad.o.o (Up to 9 September 2014) 21 RM & S Reise Marketing & Service GmbH (Up to 9 September 2014) 22 Select Sites Ltd (Up to 9 September 2014) 23 Sites Services SARL (Up to 9 September 2014) 24 Starvillas Ltd (Up to 9 September 2014) 25 Prometheon Holdings Limited (dissolved) (Up to 21 October 2014) Names of Subsidiaries which are yet to commence operations 1 Cox & Kings Egypt 2 Cox & Kings Global Services Lanka Pvt Limited 3 Superbreak Mini Holidays Transport Ltd (incorporated 30 january 2015)

142 | Cox & Kings Limited Business Overview Management Discussion & Analysis Statutory Reports Financial Statements

Part “B”: Associates & Joint Ventures Sr. Name of Associate Shares of Associate held by the Profit/Loss for the year No. company on the year end Last No. Amount Extend Networth Considered Not Description Reason audited of of attributable in Consoli- Considered of how why the Balance investment Holding to Share- dation in there is associate Sheet Date in Associates % holding (Rs. In Lacs) Consoli- significant is not (Rs. in Lacs) as per latest dation influence consoli- audited (Rs. In Lacs) dated Balance Sheet (Rs. In Lacs) (A) Associates 1 Tulip Star Hotel Ltd. 31.03.2015 1,402,500 140 30.42% 254 (144) (329) Note-A - 2 Radius Global Travel Ltd. 31.12.2014 620 1,822 29.60% 1,809 (34) (82) Note-A - 10 6 3 Adventure Travel Experience Inc 30.09.2014 1,000 128 48% 128 34 37 Note-A - 4 Tutors Direct Ltd Note- D 250,000 232 40% - - - Note-B - 666,667 1 Note-A 5 Tute Education Ltd Note- D 9,000 19 40% (978.58) - 1,409 Note-A -

(B) Joint Ventures 1 Royale Indian Rail Tours Ltd. 31.03.2011 2,500,000 250 50% Note- C Note- C Note- C Note-A - Note: A There is significant influence due to percentage(%) of Share Capital. B These are preference shares held by the company. C The Company has not received the financials of Joint Venture since 2011-12 (refer note no. 38(b) of financial statement standalone. D As per Section 477 of the Companies Act 2007 of UK, the company is exempted from Audit.

The above statement also indicates performance and financial position of each of the associates.

Annual Report 2014-15 | 143 Independent Auditor’s Report

TO THE MEMBERS of Cox and Kings Limited Report on the Consolidated Financial Statements We have audited the accompanying consolidated financial statements of Cox and Kings Limited (“the Holding Company”), its subsidiaries, its associate and its joint ventures (collectively referred to as “the Group”) which comprise the Consolidated Balance Sheet as at 31st March, 2015, the Consolidated Statement of Profit and Loss and the Consolidated Cash Flow Statement for the year then ended, and a summary of the significant accounting policies and other explanatory information (hereinafter referred to as “the consolidated financial statements”). Management’s Responsibility for the Consolidated Financial Statements The Holding Company’s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 (“the Act”) with respect to the preparation of these consolidated financial statements that give a true and fair view of the consolidated financial position, consolidated financial performance and consolidated cash flows of the group in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under section 133 of the Act, read with rule 7 of the Companies (Accounts) Rules, 2014. The respective Board of Directors of the companies included in the Group are responsible for maintenance of adequate accounting records in accordance with the provision of the Act for safeguarding the assets of the group and for preventing and detecting frauds and other irregularities; the selection and application of the appropriate accounting policies; making judgements and estimates that are reasonable and prudent; and the design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the consolidated financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error, which has been used for the purpose of preparation of the consolidated financial statements by the Directors of the Holding Company as aforesaid. Auditor’s Responsibility Our responsibility is to express an opinion on these consolidated financial statements based on our audit. While conducting the audit, we have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made there under. We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial statements. The procedures selected depend on the auditor’s judgement, including the assessment of the risks of material misstatement of the consolidated financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Holding Company’s preparation and presentation of the consolidated financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on whether the Holding Company has in place an adequate internal financial controls system over financial reporting and the operating effectiveness of such controls. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by the Holding Company’s Board of Directors, as well as evaluating the overall presentation of the consolidated financial statements. We believe that the audit evidence obtained by us and the audit evidence obtained by the other auditors in terms of their reports referred to in sub-paragraph (1) of the Other Matters paragraph below, is sufficient and appropriate to provide a basis for our audit opinion on the consolidated financial statements. Opinion In our opinion and to the best of our information and according to the explanations given to us, and based on the consideration of the reports of other auditors, on the financial statements/ consolidated financial statements of the subsidiaries and joint ventures noted below, the aforesaid consolidated financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the consolidated state of affairs of the Group as at 31st March, 2015, and its consolidated profit and its consolidated cash flows for the year ended on that date. Other Matters 1. We did not audit the financial statements of all subsidiaries whose financial statements/consolidated financial statements reflects total assets of ` 847,906 lakhs as at March 31, 2015, total revenue of ` 220,463 lakhs and net cash outflows of ` 12,085 lakhs for the year ended on that date, as considered in the consolidated financial statements. The consolidated financial statements also inlcude the Group’s share of loss is ` 175 lakhs for the year ended March

144 | Cox & Kings Limited Business Overview Management Discussion & Analysis Statutory Reports Financial Statements

31, 2015, as considered in the consolidated financial statements, in respect of all associates, whose financial statements have not been audited by us. These financial statements have been audited by other auditors whose report has been furnished to us by the Management and our opinion on the consolidated financial statements, in so far as it relates to the amounts and disclosures included in respect of these subsidiaries and associates, and our report in terms of sub-sections (3) and (11) of Section 143 of the Act, insofar as it relates to the aforesaid subsidiaries and associates , is based solely on the reports of the other auditors. 2. In addition to above, we draw attention to Note 35(b). The financials of one joint venture for the year ended 31st March, 2015 are not available with Company for the reason stated in the note. The Company has consolidated the last available unaudited financials of the joint venture for the year ended 31st March, 2011 which reflects Company’s share of total assets of ` 2260 lakhs as at 31st March, 2011. Our opinion on the consolidated financial statements and our report on Other Legal and Regulatory Requirements below, is not modified in respect of the above matters with respect to our reliance on the work done, the reports of the other auditors. Report on Other Legal and Regulatory Requirements 1. As required by the Companies (Auditor’s Report) Order, 2015 (“the Order”), issued by the Central Government of India in terms of sub-section (11) of Section 143 of the Act, based on the comments in the auditors’ reports of the Holding Company, subsidiary companies and associate Company incorporated in India, we give in the Annexure a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable. 2. As required by Section 143(3) of the Act, we report, to the extent applicable, that: (a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit of the aforesaid consolidated financial statements. (b) In our opinion, proper books of account as required by law relating to preparation of the aforesaid consolidated financial statements have been kept so far as it appears from our examination of those books and the reports of the other auditors. (c) The Consolidated Balance Sheet, the Consolidated Statement of Profit and Loss, and the Consolidated Cash Flow Statement dealt with by this Report are in agreement with the relevant books of account maintained for the purpose of preparation of the consolidated financial statements. (d) In our opinion, the aforesaid consolidated financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. (e) On the basis of the written representations received from the directors of the Holding Company as on 31st March, 2015 taken on record by the Board of Directors of the Holding Company and the report of the statutory auditor of subsidiary companies and associate Company incorporated in India, none of the directors of its subsidiary companies and associate Company incorporated in India is disqualified as on 31st March, 2015 from being appointed as a director in terms of Section 164 (2) of the Act. (f) With respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of the Companies (Audit and Auditor’s) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us: i. The consolidated financial statements disclose the impact of pending litigations on the consolidated financial position of the Group as referred to in Note 31(II) to the financial statements. ii. The Group did not have any material foreseeable losses on long-term contracts including derivative contracts. iii. In our opinion and the opinon of other auditors, there were no amounts which are required to be transferred to the Investor Education and Protection Fund by the Company during the year by the holding Company or subsidiary companies incorporated in India. In case of one associate incorporated in India, there was delay of 50 days in transferring amounts, required to be transferred, to the Investor Education and Protection Fund.

For Chaturvedi & Shah Chartered Accountants Firm Registration No. 101720W

Amit Chaturvedi Place : Mumbai Partner Dated : May 15, 2015 Membership No. 103141

Annual Report 2014-15 | 145 Annexure to Independent Auditors’ Report

Referred to in Paragraph 1 under the heading of “report on other legal and regulatory requirements” of our report of even date: i) In respect of the fixed assets of the Holding Company, a subsidiary companies and associate Company incorporated in India: a. The respective entities have maintained proper records showing full particulars, including quantitative details and situation of fixed assets. b. The fixed assets were physically verified during the year by the Management of the respective entities in accordance with a phased periodical programme of verification which, in our opinion and the opinion of the other auditors, is reasonable. According to the information and explanation given to us and the other auditors, no material discrepancies were noticed on such verification. ii) In respect of the inventories of the Holding Company: a. As explained to us, the inventories were physically verified during the year by the Management of the holding Company at reasonable intervals. b. In our opinion and according to the information and explanations given to us, the procedures of physical verification of inventories followed by the Management of the holding Company were reasonable and adequate in relation to the size of the holding Company and the nature of its business. c. In our opinion and according to the information and explanations given to us, the holding Company has maintained proper records of their inventories and no material discrepancies were noticed on physical verification. iii) The holding Company has granted unsecured loan to Company covered in the register maintained under Section 189 of the Act. The receipt of principal amount and interest thereon is regular. In respect of associate Company incorporated in India, the associate Company has granted loans to one Company covered in the Register maintained under Section 189 of the Companies Act, 2013, the said loan is interest free and loanee has not raised any demand for repayment of the loans, accordingly paragraph (iii)(a) & (b) of the Order is not applicable to the associate Company. iv) In our opinion and the opinion of the other auditors and according to the information and explanations given to us and the other auditors, there is an adequate internal control system in the Holding Company, subsidiary companies and associate Company incorporated in India, commensurate with the size of the respective entities and the nature of their business for the purchase of inventory and fixed assets and for the sale of services and during the course of our and the other auditors audit no continuing failure to correct major weaknesses in such internal control system has been observed. v) In our opinion and the opinion of the other auditors and according to the information and explanations given to us and the other auditors, the Holding Company, subsidiary companies and associate Company incorporated in India has not accepted any deposit within the meaning of provisions of sections 73 to 76 or any other relevant provisions of the Act and the rules framed there under. Therefore, the provisions of clause (v) of paragraph 3 of the Order are not applicable to the Holding Company, subsidiary companies and associate Company incorporated in India. vi) According to the information and explanations given to us and the other auditors, in our opinion and the opinion of the other auditors, Central Government has not prescribed maintenance of cost records under sub-section (1) of Section 148 of the Companies Act, 2013. vii) According to the records of the Company and the information and explanations given to us, in respect of statutory dues of the Holding Company, subsidiary companies and associate Company incorporated in India: a. The respective entities have generally been regular in depositing undisputed statutory dues, including Provident Fund, Employees’ State Insurance, Income Tax, Sales Tax, Wealth Tax, Service Tax, Duty of Customs, Duty of Excise, Value Added Tax, Cess and other material statutory dues applicable to the respective entities with the appropriate authorities except for some instances of delay in payment of Service tax and TDS in case of Holding Company. There were no material undisputed amounts payable by the respective entities in respect of such dues in arrears as at March 31, 2015 for a period of more than six months from the date they became payable, except in case of a associate Company incorporated in india where the undisputed amounts payable in respect of Fringe Benefit tax of ` 2.75 Lakhs, Service Tax of ` 9.15 Lakhs and Tax deducted at source of ` 53.57 Lakhs as at 31st March 2015 due for payment for a period of more than six months from the date they became payable. b. Details of dues of Income Tax, Sales Tax, Wealth Tax, Service Tax, Duty of Customs, Duty of Excise, Value Added Tax and Cess which have not been deposited as on March 31, 2015 on account of disputes by the holding Company,

146 | Cox & Kings Limited Business Overview Management Discussion & Analysis Statutory Reports Financial Statements

subsidiary companies and associate Company are given below: Name of the Statute Nature of Dues Financial Year ` in Lakhs Forum where the dispute is pending Income Tax Income 2006-07 24 Commissioner Income Tax (Appeal) Act, 1961 Tax/Penalties 2007-08 41 Commissioner Income Tax (Appeal) 190 Hon’ble Income Tax Tribunal, New Delhi 2009-10 202 Income Tax Appellate Tribunal 2010-11 137 Income Tax Appellate Tribunal Finance Act, 1994 Service Tax 2005 to 2010 9541 Central Excise & Service Tax Appellate Tribunal 2010-11 3366 TOTAL 13,502 c. In our opinion and the opinon of other auditors, there were no amounts which are required to be transferred to the Investor Education and Protection Fund in accordance with the provisions of the Companies Act, 1956 and rules made there under during the year by the holding Company or subsidiary companies incorporated in India. In case of one associate incorporated in India, there was delay of 50 days in transferring amounts, required to be transferred, to the Investor Education and Protection Fund. viii) The Holding Company, subsidiary companies and associate Company incorporated in India do not have consolidated accumulated losses at the end of the financial year nor have they incurred cash losses, on a consolidated basis, during the financial year covered by our audit and in the immediately preceding financial year. ix) In our opinion and the opinion of the other auditors and according to the information and explanations given to us and the other auditors, the Holding Company, subsidiary companies and associate Company incorporated in India have not defaulted in the repayment of dues to financial institutions, banks and debenture holders. x) In our opinion and according to the information and explanations given to us, the terms and conditions of the guarantees given by the Holding Company for loan taken by its wholly owned subsidiary from bank are not prejudicial to the interests of the Holding Company. In the opinion of the other auditors, the terms and conditions of the guarantees given by the associate Company incorporated in India to consortium of banks for loans taken by V-Hotels Ltd. are prejudicial to the interests of the associate Company. xi) In our opinion and according to the information and explanations given to us, the term loans have been applied by the Holding Company for the purposes for which they were obtained. xii) To the best of our knowledge and according to the information and explanations given to us and the other auditors, no fraud by the Holding Company, its subsidiary companies and associate Company incorporated in India and no material fraud on the Holding Company, its subsidiary companies, and associate Company incorporated in India has been noticed or reported during the year.

For Chaturvedi & Shah Chartered Accountants Firm Registration No. 101720W

Amit Chaturvedi Place : Mumbai Partner Dated : May 15, 2015 Membership No. 103141

Annual Report 2014-15 | 147 Consolidated Balance Sheet as at March 31, 2015

(` in Lakhs) Particulars Note As at March 31 No. 2015 2014 EQUITY AND LIABILITIES Shareholder’s Funds Share Capital 1 8,466 6,826 Reserves and Surplus 2 246,224 168,665 Money Received against Share Warrant 1.4 5,615 - Minority Interest 75,412 82,054 335,717 257,545 Non-Current Liabilities Long-term borrowings 3 330,647 473,945 Deferred tax liabilities (Net) 4 2,871 6,999 Other non-current liabilities 4(a) 291 - Long term provisions 5 1,431 2,448 335,241 483,392 Current Liabilities Short-term borrowings 6 15,000 34,634 Trade payables 7 39,661 54,277 Other current liabilities 8 165,282 211,794 Short-term provisions 9 8,408 6,433 228,351 307,139 Total 899,309 1,048,075 ASSETS Non-current assets Fixed assets Tangible assets 10 169,306 228,822 Intangible assets 11 15,611 10,518 Capital work-in-progress 10 1,562 4,707 Intangible assets under development 11 15,678 17,173 Goodwill on Consolidation 327,258 405,320 529,415 666,540 Non-current investments 12 3,241 3,210 Deferred tax Assets (Net) 4 325 11 Long term loans and advances 13 1,423 1,507 4,989 4,728 Current assets Current investments 14 2,801 2,808 Inventories 15 2,363 1,991 Trade receivables 16 118,046 113,558 Cash and Cash Equivalents 17 140,568 137,863 Short-term loans and advances 18 100,961 120,422 Other current assets 19 165 165 364,905 376,807 Total 899,309 1,048,075 Significant accounting policies and notes to the financial statements - 1 to 35 As per our report of even date For Chaturvedi & Shah For and on behalf of the Board Chartered Accountants Firm Registration No. 101720W Amit Chaturvedi Urrshila Kerkar Peter Kerkar Partner Director Director Membership No. 103141

Date : May 15, 2015 Rashmi Jain Anil Khandelwal Place: Mumbai Company Secretary C.F.O.

148 | Cox & Kings Limited Business Overview Management Discussion & Analysis Statutory Reports Financial Statements

Consolidated Statement of Profit & Loss for the year ended March 31, 2015

(` in Lakhs) Particulars Note For the year ended March 31 No. 2015 2014 INCOME Revenue from operations 20 256,909 230,759 Other Income 21 5,345 4,307 Total Revenue 262,255 235,066

EXPENDITURE Employee benefit expenses 22 91,400 87,479 Finance costs 23 32,435 32,358 Depreciation and amortization expense 10 & 11 19,831 17,113 Other expenses 24 64,358 32,221 Total Expenses 208,024 169,170 Profit before exceptional items and tax 54,231 65,896 Less:- Exceptional Expenses 35 4,562 a) Profit/Loss on sale of Subsidiary (34,989) - b) Cancellation of forward contracts on prepayment of loans 10,244 - c) Goodwill amortisation for subsidiary sold (refer note 9) 55,186 - d) Others 425 - 30,866 4,562 Profit before tax 23,366 61,334 Tax Expenses: Current tax 17,637 16,857 Deferred tax (2,036) (1,027) Current tax expenses relating to prior years (1,275) 598 Profit after tax for the year 9,039 44,906 Add : Share of Income/(Loss) from Investment in Associates (175) (154) Profit for the year 8,864 44,751 Share of Minority Interest (314) 6,434 Profit after Minority Interest 9,178 38,317

Earnings each per equity share (Face Value per share ` 5 each): 29 Basic (In `) 6.22 28.07 Diluted (In `) 5.92 28.07 Significant accounting policies and notes to the financial statements - 1 to 35

As per our report of even date For Chaturvedi & Shah For and on behalf of the Board Chartered Accountants Firm Registration No. 101720W Amit Chaturvedi Urrshila Kerkar Peter Kerkar Partner Director Director Membership No. 103141

Date : May 15, 2015 Rashmi Jain Anil Khandelwal Place: Mumbai Company Secretary C.F.O.

Annual Report 2014-15 | 149 Cash Flow Statement for the year ended March 31, 2015

(` in lakhs) Particulars Year ended March 31 2015 2014 CASH FLOW FROM OPERATING ACTIVITIES Profit before Tax 23,365 61,334 Adjustment for: Depreciation 19,831 17,113 Profit on sale of Investment - (2) Dividend on Investment (50) (12) Interest Income (4,382) (2,752) Interest Expense 32,435 32,358 Bad Debts 5 49 Profit/Loss on sale of subsidiary (34,989) - Cancellation of forward contracts on prepayment of loans 10,244 - Goodwill amortisation for subsidiary sold (refer note 9) 55,186 - Foreign Exchange Gain/Loss on Translation 3,134 (11,649) Profit on Sale of Fixed Assets (Net) (57) (778) Operating profit before working capital changes 104,720 95,661 Adjustment for: (Increase)/Decrease in Inventories (372) 19 (Increase)/Decrease in Trade Receivable (7,693) (20,344) (Increase)/Decrease in Loans and Advances (6,872) (16,578) Increase/(Decrease) in Current Liabilities (23,799) 35,108 Cash Generated from Operations 65,984 93,866 Income Taxes Paid (16,179) (12,939) Net cash flow from operating activities A 49,804 80,927 Cash Flow from Investing Activities Purchase of Fixed Assets & Capital Work In Progress (15,443) (28,406) Movement in other Bank balances 10,126 (41,207) Sale of Fixed Assets (2,691) 1,780 Interest Received 4,382 2,752 Dividend Received 50 12 Sale/(Purchase) of investments 6 (25,682) Intercoporate Deposits given 21,455 (13,520) Sale of Subsidiary 83,451 685 Net cash used in investing activities B 101,337 (103,585)

150 | Cox & Kings Limited Business Overview Management Discussion & Analysis Statutory Reports Financial Statements

(` in lakhs) Particulars Year ended March 31 2015 2014 Cash Flow from Financing Activities Proceeds of Long Term Borrowing 252,112 144,675 Repayment of Long Term Borrowing (412,792) (140,639) Movements of Short Term Borrowing (19,634) 8,997 Hedging loss (10,244) - Proceed from Issue of Equity shares and share warrants 105,616 - Proceed from issue of Preference Shares in Subsidiary - 10,912 Expenses on Issue of NCD and QIP (2,691) (565) Dividend Paid (1,597) (1,587) Interest Paid (32,435) (33,653) Net cash flow from financing activities C (121,664) (11,859) Net Increase in cash and Cash equivalents (A+B+C) 29,477 (34,516) Cash and Cash equivalents at the beginning of the period 96,236 126,447 as part of acquired/(sold) subsidiary (16,892) 3,900 Effect of Unrealised gain/(loss) on revaluation 666 404 at the end of the period 109,486 96,236 Net Increase in cash and Cash equivalents 29,477 (34,516) Cash and Bank Balances (As per Note 17) 140,568 137,863 Less - Margin Money Deposit 24,149 17,887 Less - Fixed Deposit maturity upto 12 months 6,932 23,740 Cash and Cash Equivalents at the end of the year 109,486 96,236 Cash and cash equivalents are as per Note 17 to the financial statements (adjusted for the Book Overdraft as per Note 8)

Significant accounting policies and notes to the financial statements - 1 to 35

As per our report of even date For Chaturvedi & Shah For and on behalf of the Board Chartered Accountants Firm Registration No. 101720W Amit Chaturvedi Urrshila Kerkar Peter Kerkar Partner Director Director Membership No. 103141

Date : May 15, 2015 Rashmi Jain Anil Khandelwal Place: Mumbai Company Secretary C.F.O.

Annual Report 2014-15 | 151 Significant Accounting Policies

A. Basis of Preparation of Consolidated Financial Statements These consolidated financial statements have been prepared to comply with the generally accepted Accounting Principles in India (Indian GAAP), including the accounting Standards notified under the relevant provisions of the companies Act, 2013. B. Principles of consolidation • The financial statements of the Company and its subsidiary companies (which are not in the nature of joint ventures) are combined on a line-by-line basis by adding together the book values of like items of assets, liabilities, income and expenses, after fully eliminating intra-group balances and intra-group transactions resulting in unrealised profits or losses in accordance with Accounting Standard (AS) 21 - “Consolidated Financial Statements”. • In case of foreign subsidiaries, being non-integral foreign operations, revenue items are consolidated at the average rate prevailing during the period. All assets and liabilities are converted at rates prevailing at the end of the period. Any exchange difference arising on consolidation is recognised in the foreign exchange translation reserve. • The difference between the costs of investment in the subsidiaries, over the net assets at the time of acquisition of shares in the subsidiaries is recognised in the financial statements as Goodwill or Capital Reserve as the case may be. • Minority Interest’s share of net profit of consolidated subsidiaries for the year is identified and adjusted against the income of the group in order to arrive at the net income attributable to shareholders of the Company. • Minority Interest’s share of net assets of consolidated subsidiaries is identified and presented in the consolidated balance sheet separate from liabilities and the equity of the Company’s shareholders. • In case of associates where the Company directly or indirectly through subsidiaries holds more than 20% of equity, Investments in associates are accounted for using equity method in accordance with Accounting Standard (AS) 23 - “Accounting for investments in associates in consolidated financial statements”. • The Company accounts for its share in the change in the net assets of the associates, post acquisition, after eliminating unrealized profits and losses resulting from transactions between the Company and its associates to the extent of its share, through its profit and loss account to the extent such change is attributable to the associates’ profit and loss account and through its reserves for the balance, based on available information. • The difference between the cost of investment in the associates and the share of net assets at the time of acquisition of shares in the associates is identified in the financial statements as Goodwill or Capital Reserve as the case may be. • In case of joint venture companies (JVC’s), the consolidated financial statements include the interest of the Company in JVC’s, which has been accounted for using the proportionate consolidation method of accounting and reporting whereby the Company’s share of each of the assets, liabilities, income and expenses of a jointly controlled entity is considered as separate line items in the Consolidated Financial Statements. • As far as possible, the consolidated financial statements are prepared using uniform accounting policies for like transactions and other events in similar circumstances and are presented in the same manner as the Company’s separate financial statements. • Investments other than in subsidiaries and associates have been accounted as per Accounting Standard (AS) 13 “Accounting for Investments”. C. Other significant accounting policies a. Basis of accounting: The financial statements of the parent Company are prepared as per historical cost convention on accrual basis except certain fixed assets which are stated at fair value and comply with the generally accepted accounting principles in India and the applicable accounting standards. The financial statements of the foreign subsidiaries are prepared as per the Financial Reporting Standards prevalent in respective countries. Accordingly, United Kingdom based subsidiaries are prepared in accordance with the UK financial reporting standards, UAE based subsidiary Company are prepared in accordance with International Financial Reporting Standards, Singapore based subsidiaries are prepared in accordance with the Singapore Financial Reporting Standards and Australia based subsidiaries are prepared in accordance with the Australia Financial Reporting Standards.

152 | Cox & Kings Limited Business Overview Management Discussion & Analysis Statutory Reports Financial Statements

b. Use of estimates: The preparation of financial statements requires estimates and assumptions to be made that affect the reported amount of the assets and liabilities on the date of the financial statements and the reported amount of revenues and expenses during the reporting period. Difference between the actual results and estimates are recognized in the period in which the results are known/ materialized. c. Turnover: In line with generally accepted accounting practices, turnover comprises of net commissions earned on travel management, service agency charges including margins in respect of tour and tour related services and commissions/ margins earned on foreign exchange transactions in the normal course of the business as Authorised Dealer. The income arising from the buying and selling of foreign currencies has been included on the basis of margins achieved. d. Revenue Recognition: In accordance with the Group’s accounting policy followed consistently, commissions/income arising from tours and related services is accounted after netting off all direct expenditures relating thereto net of discounts. Income from buying and selling of foreign currencies is accounted on net basis as stated in (c) above. All revenues are accounted when there is reasonable certainty of its ultimate collection. e. Expenditure: All general business expenditure is accounted in the year in which it is incurred. All direct tour related expenses including advertisement expenses for specific tour are accounted in the year in which the tours are undertaken. Certain expenses such as cost of brochure productions and promotional materials are charged to Statement of Profit & Loss over the season to which they relate to the extent that these costs are reasonably assured. f. Fixed Assets: Fixed Assets are stated at cost, less accumulated depreciation. Costs include all costs relating to acquisition and installation of fixed assets. Intangible assets represent Software, Video Shoots and Trademarks stated at cost less accumulated amortisation and impairments losses, if any. g. Depreciation: Parent Company provides depreciation on fixed assets on the written down value method Based on the useful life of assets as prescribed in Schedule II to the companies act , 2013. Intangible assets are amortised over a period of five to ten years, being the expected period of use. The leasehold land is depreciated over the lease period. Leasehold improvements are depreciated over the lease period or at the rates prescribed for Furniture, whichever is higher. In case of foreign subsidiaries, depreciation on fixed assets is provided at the rates/method prescribed as per the GAAPs of the respective countries which vary in case of following significant subsidiaries: • Prometheon Holdings (UK) Limited provides depreciation using the straight line method at rates calculated to write off the cost, less residual value, of each asset over its expected useful economic life, as follows: Freehold Land and Building - 50 years Short Leasehold improvements - Terms of Lease Camping Equipment - 2-5 years Mobile Homes - 12 years Office Equipments and Motor vehicles - 3-5 years Costs in respect of the transfer of mobile homes from site to site have been capitalised within fixed assets where there was a commercial reason for the move. • Cox and Kings (UK) Limited provide depreciation using the following rates on written down value method. Short leasehold - 15% Plant and machinery - 15% Furniture, Fittings and Equipments - 15% Motor vehicles - 25%

Annual Report 2014-15 | 153 • Cox and Kings Australia (Pty) Ltd. provides depreciation on following rates on Straight line method. Furniture, Fixtures and Fittings - 20% Office Equipment - 20% Computer Equipment and Software - 40% h. Impairment of assets An asset is treated as impaired when the carrying cost of asset exceeds its recoverable value. An impairment loss is charged to the Statement of Profit and Loss in the year in which an asset is identified as impaired. The impairment loss recognized in prior accounting period is reversed if there has been change in the estimate of recoverable amount. i. Investments: Long-term investments are valued at cost. Provision for diminution in value of investments is made, if the diminution is of a nature other than temporary. Current investments are valued at the lower of cost and market value. j. Inventory: Inventories have been valued at lower of cost and realisable value as at the year-end. Cost represents purchase price and is calculated using the FIFO method. k. Employee Benefits: (i) Short term employee benefits are recognised as an expense at the undiscounted amount in the Statement of profit and loss of the year in which the related service is rendered. (ii) Post employment and other long term employee benefits are recognised as an expense in the profit and loss account for the year in which the employee has rendered services. The expense is recognised at the present value of the amounts payable determined using actuarial valuation techniques. The liability in respect of Post employment and other long term employee benefits is calculated using the Projected Unit Credit Method and spread over the period during which the benefit is expected to be derived from employees’ services. Actuarial gains and losses in respect of post employment and other long term benefits are charged to the Statement of profit and loss. l. Foreign Currency Transactions: (i) Transactions denominated in foreign currencies are recorded at spot rates / average rates. (ii) Monetary items denominated in foreign currencies at the year end are restated at year end rates. (iii) Non monetary foreign currency items are carried at cost. (iv) In respect of forward contracts, the premium paid, gains/losses on settlement and losses on restatement are recognized in Statement of Profit and Loss. (v) In respect of integral foreign operations, all transactions are translated at rates prevailing on the date of transaction or that approximates the actual rate on the date of transaction. Monetary assets and liabilities are restated at the year end rates. (vi) Any income or expense on account of exchange difference either on settlement or on translation is recognised in the profit and loss account except in case of UK based subsidiaries where in accordance with UK GAAP the foreign exchange gain/loss on restatement of foreign currency loans is adjusted against Foreign Currency Translation Reserve. m. Accounting for taxes on Income: Provision for current tax is made, based on the tax payable under the relevant statute. Deferred tax on timing differences between taxable income and accounting income is accounted for, using the tax rates and the tax laws enacted or substantially enacted as on the balance sheet date. Deferred tax assets are recognized only to the extent that there is a reasonable certainty of its realisation. n. Provision, Contingent Liabilities and Contingent Assets : Provisions involving substantial degree of estimation in measurement are recognized when there is a present obligation as a result of past events and it is probable that there will be an outflow of resources. Contingent Liabilities are not recognized but are disclosed in the notes. Contingent Assets are neither recognized nor disclosed in the financial statements.

154 | Cox & Kings Limited Business Overview Management Discussion & Analysis Statutory Reports Financial Statements

Notes forming part of the Consolidated Financial Statements for the year ended 31st March 2015

1. Share Capital (` in lakhs) Particulars As at March 31 Authorised: 2015 2014 22,00,00,000 equity shares of ` 5 each (Previous year 22,00,00,000 equity shares of ` 5 each) 11,000 11,000 11,000 11,000 Issued, Subscribed and Paid up: 16,93,14,890 equity shares of ` 5 each fully paid up (Previous year 13,65,27,890 equity shares of ` 5 each fully paid up). 8,466 6,826 Total 8,466 6,826

1.1 Number of Equity Shares held by each shareholder holding more than 5% shares in the Company are as follows: Particulars As at March 31, 2015 As at March 31, 2014 No. of Shares Share No. of Shares Share Holding in % Holding in % Sneh Sadan Graphic Services Limited 33,038,368 19.51% 33,038,368 24.20% Kubber Investments (Mauritius) Pvt Ltd 18,346,560 10.84% 18,346,560 13.44% Liz Investments Pvt Ltd 15,160,849 8.95% 15,160,849 11.10% Smallcap World Fund Inc 10,407,346 6.15% 10,592,000 7.76%

1.2 Reconciliation of the no. of shares outstanding at the beginning and at the end of the year: Particulars For the year ended on 31st March 31st March 2015 2014 No of shares No of shares No of Equity Shares outstanding at the beginning of the year 136,527,890 136,527,890 Less: Equity Shares forfeited/Bought back during the year - - Add: Shares issued during the year through QIP 32,787,000 - No of Equity Shares outstanding at the end of the year 169,314,890 136,527,890

1.3 Terms/rights attached to equity shares: The Company has only one class of equity shares having a par value of ` 5/- per share. Each holder of equity shares is entitled to one vote per share. The Company declares and pays dividends in Indian rupees. The dividend proposed by the Board of Directors is subject to the approval of shareholders in the ensuing Annual General Meeting. In the event of liquidation of the Company, the holders of equity shares will be entitled to receive remaining assets of the Company, after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders.

Annual Report 2014-15 | 155 1.4 Money Received against Share Warrant: (` in Lakhs) Particulars As at March 31 2015 2014 Money Received against Share Warrant 5,615 - The Committee of Directors at its meeting held on 06th January, 2015, had issued and allotted 72,50,000 Warrants (Warrants) to Standford Trading Private Limited, a promoter group entity, entitling for subscription of equivalent number of equity shares of ` 5/- each at a price of ` 309.82/- (Rupees Three Hundred Nine and Eighty Two Paisa only) per Warrant including premium of ` 304.82/- (Rupees Three Hundred Four and Eighty Two paisa only) per Warrant as per provisions of Chapter VII of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirement) Regulations, 2009 at any time within 18 months from the date of issue. 2. Reserves And Surplus (` in Lakhs) Particulars As at March 31 2015 2014 Capital Reserves As per last Balance Sheet 30 32

Securities Premium Account: As per last Balance Sheet 73,824 74,389 Add : Premium on Shares issued during the year through QIP 98,361 - Less : NCDs, QIP issue expenses 2,691 565 169,494 73,824 Debenture Redemption Reserve As per last Balance Sheet 5,138 3,154 Add: Transfer from Profit & Loss 1,130 1,983 6,268 5,138 Revaluation Reserve: As per last Balance Sheet 888 333 Add/( Less) : during the year (59) 555 829 888 Foreign Exchange Translation Reserve: As per last Balance Sheet 5,912 (273) Additions during the year (24,179) 6,185 (18,267) 5,912 General Reserve As per last Balance Sheet 3,437 2,592 Add: Transfer from Statement of Profit and Loss - 845 Less: Adjustment to depreciation as per transitional provision of Part C paragraph 7 (b) of schedule II of the Companies Act, 2013 (Refer note no.10.3) 322 - 3,115 3,437 Surplus i.e. Balance in Profit and Loss statement As per last Balance Sheet 79,434 45,542 Add: Profit for the year 9,178 38,317 Less: Appropriations Debenture Redemption Reserve 1,130 1,983 Proposed Dividend* 1,693 1,365 Tax on Proposed Dividend 354 232 Actuarial gain on Pension Scheme 680 - Transfer to General Reserves - 845 84,755 79,434 Total 246,224 168,665 * Dividend amount per equity share proposed to be distributed to Shareholders ` 1/- (P.Y. `1/- per share).

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3. Long Term Borrowings (` in Lakhs) Particulars As at March 31, 2015 As at March 31, 2014 Current Non Current Current Non Current Secured Non Convertible Debentures - 22,000 12,500 29,500 Term Loans from Banks 27,232 299,052 25,386 437,021 Vehicle Loans from Banks 2 3 2 5 Vehicle Loans from Others 3 7 3 11 Term Loans from Financial Institutions 2,647 2,025 1,964 3,172 Lease Obligations (Refer Note No.28) 15 60 3,160 1,736 Unsecured Non Convertible Debentures 2,500 7,500 - 2,500 Term Loans from Banks - - 6,766 - Total 32,399 330,647 49,780 473,945 3.1 Term Loans comprising of: (a) Secured Non Convertible debentures to the extent `14,500 Lakhs (Previous Year `17,000 Lakhs) are secured by First Pari Passu charge on all Fixed and Current Assets of the Company. (b) Secured Non Convertible debentures to the extent `Nil Lakhs (Previous Year `10,000 Lakhs) are secured by First Pari Passu charge on all Current Assets of the Company. (c) Secured Non Convertible debentures to the extent `7,500 Lakhs (Previous Year 7,500 Lakhs) are secured by Pari Passu charge on receivables of the Company. (d) Secured Non Convertible debentures to the extent `Nil Lakhs (Previous Year 7,500 Lakhs) are secured by Subservient charge on Current Assets of the Company. (e) Secured Term Loan from Financial Institution to the extent `4,672 Lakhs (Previous Year ` 5,136 Lakhs) is secured by Subservient Charge on the fixed assets of the Company, Second charge on the current assets of the Company and pledge of 14,02,500 Equity shares of Tulip Star Hotel Private Limited held by the Company. (f) Secured Term Loan from Bank `Nil Lakhs (Previous year `348 Lakhs) are secured by Second charge on over all assets of Cox & Kings Travel Ltd. and Cox & Kings (UK) Ltd. and Fixed charge on Fixed assets and current assets of East India Travel Company Inc., (g) Secured Term Loan from Bank `Nil Lakhs (Previous year `5,677 Lakhs) are secured by bank guarantee given by parent Company for Cox & Kings Singapore Pvt. Ltd. (h) Secured Term Loan from Bank `Nil Lakhs (Previous year `32,867 Lakhs) are secured by First Charge on the Debt Service Reserve account , Corporate guarantees and Pledge of 100% shares given by Cox & Kings Singapore Pvt. Ltd, Cox & Kings Travel Ltd and Cox & Kings (UK) Ltd. (i) Secured Term Loan from Bank `Nil Lakhs (Previous year `17,927 Lakhs) are secured by Corporate guarantees of Cox & Kings Ltd , Cox & Kings (Australia) Pty Ltd and Cox & Kings Tours LLC, Dubai . Pari-Pasu share security of Cox & Kings Singapore and Cox & Kings Ltd. and First and exclusive security over all the shares and assets of Cox & Kings (Australia) Pty Ltd and all its subsidiaries. (j) Secured Term Loan from Bank `Nil (Previous year ` 109,121 Lakhs) are secured by pledge of shares of Holidaybreak Ltd., Corporate Guarantee of the Company and First charge on receivables of Prometheon Holdings (UK) Ltd. (k) Secured Finance Lease Obligations to the extent `Nil Lakhs (Previous year ` 4,800 Lakhs) are secured by freehold properties of certain subsidiary undertakings of Holidaybreak Ltd. (l) Secured Finance Lease Obligations to the extent `38 Lakhs (Previous year `96 Lakhs) are secured by IT Servers of Cox and Kings Travel Ltd. (m) Secured Finance Lease Obligations to the extent `37 Lakhs (Previous year `Nil Lakhs) are secured by first charge on the equipments/Computer hardware purchased of Cox and Kings Australia Pty Ltd.

Annual Report 2014-15 | 157 (n) Secured Term Loan from Bank `3,793 Lakhs (Previous year `Nil) Secured by the Standby letter of credit issued by Indian Banks, charge on the fixed and movable asset of Camp Rumbug and assignment of licence agreement for Cox and Kings PGL Camps Pty Ltd. (o) Vehicle Loans are secured by hypothecation of respective vehicles purchased. (p) Two of the Promoter Directors has given Personal Guarantee for Unsecured Loan from Bank.

3.2 Maturity Profile and rate of interest of Non-convertible debetures are set out below: (` in Lakhs) Rate on 2016-17 2017-18 2018-19 Interest Secured Debentures 150 Non Convertible Debentures 11.25% 1,500 - - 1,300 Non Convertible Debentures 11.30% 13,000 - - 750 Non Convertible Debentures 10.50% - - 7,500 Unsecured Debentures 750 Non Convertible Debentures 10.50% 7,500 - - Total 22,000 - 7,500

3.3 Maturity Profile of other loans is set out below: (` in Lakhs) 2016-17 2017-18 2018-19 2019-20 2020-21 Secured Loans: Term Loan from Banks 32,801 39,761 41,403 175,653 9,494 Vehicle Loan 5 5 - - - Term Loan from Others 1,350 675 - - - Total 34,156 40,441 41,403 175,653 9,494

4. Deferred Tax Liability (Net) (` in Lakhs) Particulars As at March 31 2015 2014 Deferred Tax Liability Related to Fixed Assets 2,871 6,999 2,871 6,999 Deferred Tax Assets Related to Fixed Assets 325 11 325 11 4(a) Other non current liabilities Unearned Revenue 291 - 291 -

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5. Long-Term Provisions (` in Lakhs) Particulars As at March 31 2015 2014 Provision for Employee Benefits 1,431 2,448 Total 1,431 2,448

6. Short Term Borrowings (` in Lakhs) Particulars As at March 31 2015 2014 Secured Loan From Banks - Working Capital Loan - 15,686 - Other Short Term Loan - 3,947 Unsecured Loan - Other Short Term Loan 15,000 15,000 Total 15,000 34,634 6.1 Working Capital Loan `Nil Lakhs (Previous year `11,576 Lakhs) is secured by First Pari Passu charge on all Fixed & Current Assets of the Company and personal guarantee of two directors.

7. Trade Payables (` in Lakhs) Particulars As at March 31 2015 2014 Trade payables Micro, Small and Medium Enterprises - - Others 39,661 54,277 Total 39,661 54,277

7.1 Micro, Small and Medium Enterprises: The particulars required to be disclosed under the Micro, Small and Medium Enterprises Act, 2006 (MSMED Act) in respect of principal amount remaining unpaid to any supplier as at the end of the year, amount due to the suppliers beyond the appointed day during the year, amount of interest if any, accrued and remaining unpaid as at the end of the year etc. could not be disclosed for want of information whether sundry creditors include dues payable to any such undertakings.

Annual Report 2014-15 | 159 8. Other Current Liabilities (` in Lakhs) Particulars As at March 31 2015 2014 Current maturities of long-term debt (Refer Note No. 3) 32,384 46,621 Current maturities of finance lease obligations (Refer Note No. 3) 15 3,160 Interest accrued but not due on borrowings 2,234 266 Unpaid dividends* 2 2 Unpaid Application money* # [Current year `0.17 Lakhs, (Previous year `0.17 Lakhs)] 0 # 0# Book overdraft - 420 Income received in advance (Unearned revenue) 76,074 103,270 Other payables (including statutory dues payable and advance from customers) 54,572 58,056 Total 165,281 211,794 *No amount is due to Investor Education and Protection Fund.

9. Short-Term Provisions (` in Lakhs) Particulars As at March 31 2015 2014 Provision-Others: Provision for Employee Benefits 114 204 Proposed Dividend 1,768 1,365 Tax on proposed dividend 280 232 Provision for Tax (Net of Advance Tax) 6,246 4,632 Total 8,408 6,433

160 | Cox & Kings Limited Business Overview Management Discussion & Analysis Statutory Reports Financial Statements - 24 10,539 4,707 ` in Lakhs) in Lakhs) ` ` 227 Lakhs ( ( ` 1,222 Lakhs) on ` - 49,815 - Net Block Net Block 22 1,562 15,424 10,236 130,494 137,966 228,822 - - 10 895 Lakhs) and rent 2015 31.03.2015 31.03.2014 4,283 Lakhs (Previous year ` ` 15,678 17,172 940 Lakhs (Previous year 31.03.2015 31.03.2015 31.03.2014 ` - 311 163 258 0 93 388 246 401 (6) 275 2,335 205 5,138 11,480 (1,682) 71,488 (1,064) 12,488 10,518 disposals/ 31.03. Depreciation 2 2 95 94 442 Lakhs (Previous year ` 4,537 45,571 3,078 For the year Deletions As at As at As at For the year On As at As at As at 8 1,409 442 200 1,652 2,065 2,264 6,628 747 617 6,759 - 5,007 - 3,309 41,034 8,315 46,366 Lakhs) and depreciation adjustments includes 31 ` 2015 01.04.2014 (refer 2,155 Lakhs) and depreciation adjustments includes ` 16,69013,134 9,510 3,519 1,326 3,727 807 2,529 10,028 4,717 6,662 8,416 7,631 10,196 23,005 8,346 137,253 300,309 55,770 14,035 - 474 216 - 28 2,610 266 Cost Amortisation Cost 6,212 26,904 12,2644,355 80,355 (1,779) (36,725) Disposals/ at As at As Adjustment 31.03. 3049 Lakhs ) on account of consolidation new subsidiaries at its net Assets value during the year note10.3) adjustment 322 Lakhs. ` ` - - 19,299 Lakhs (Previous year (4) 150 635 388 23 15,500 (26) ` 1,105 Lakhs (Previous year ` 2,170 2,6391,654 9,981 2,106 2,291 2,872 year year the year Nil (Previous year ` 31 474 469 789 3,769 288 384 3,673 1,561 672 236 1,998 1,675 2,207 3,673 363 320 3,716 As atAs Additions Deletions/ at As at As As atAs Additions 20,302 1,272 1,451 20,123 2,166 758 21322,500 2,711 10,617 17,412 18,135 13,715 16,7394,487 17,141 80,381 15,476 144,594 243,538 20,046 01.04.2014 the during the during 31.03.2015 01.04.2014 01.04.2014 during 127 Lakhs) ` ) 300,309 10,670 113,147 197,834 71,488 15,614 58,575) 28,528 169,305 228,820 23,005 10,6176,212 27,410 12,4884,452 5,139 11,801 15,610 10,518 ` ` - Tangible - account of foreign exchange difference on consolidation. (Previous year Disposal/Adjustments to gross block includes Additions to gross block includes Lakhs) on account of foreign exchange difference consolidation. Pursuant to the enactment of Companies Act 2013, Company has applied estimated useful lives as specified in Schedule II . Accordingly the unamortised carrying value is being depreciated over the remaining useful lives. The written down of fixed Assets whose lives have expired as at 1st April 2014 have been adjusted net of tax, in the opening General Reserves amounting to Description of Assets Owned Assets Leasehold Land Land & Building Computers Electrical Equipments Office Equipments Furniture & Fixtures Equipment Motor Car Leased Assets Lease Hold ImprovementMobile Homes & Camping Equipment Amount ( Total Year Previous Description of Assets Owned Assets (Other than internally generated) Computer Software Trade Mark Video Amount ( Total Year Previous - Intangible Mobile Homes & Camping Add: Capital Work In Progress Add: Capital Work In Progress 11.2 Intangible under development and additions include Employee Benefit Expenses Capitalised 10.2 10.1 11.1 Disposal/Adjustments to gross block includes 10.3 10.Tangible Assets- Fixed 11. Fixed Assets - Intangible

Annual Report 2014-15 | 161 12. Non Current Investments (` in Lakhs) Particulars As at March 31 2015 2014 Non CURRENT INVESTMENTS (Unquoted, Non Trade) Investments in Equity Instruments of Others: Ezeego One Travel and Tours Limited 1,000 1,000 9,000 (Previous year 9,000) Equity Share of `10/- Each fully paid-up Business India Publications Limited 25 25 45,000 (Previous year 45,000) equity shares of `10/- each fully paid-up New Media Spark Plc 9 10 10,000 (Previous year 10,000) equity shares of GBP 1 each fully paid-up Non CURRENT INVESTMENTS (Quoted, Non Trade) Investments in Equity Instruments of Associates: Tulip Star Hotels Limited - 1 1,402,500 (Previous year 1,402,500) Equity Shares of `10/- each fully paid-up Pledged against the loans taken from Banks/Financial Institutions by Company/Subsidiaries. Radius the Global Travel Company 619.78 Shares (Previous year 619.78) of Class B Common Voting shares, fully paid-up 1,822 1,763 10 Shares (Previous year 10) of Class A Common Non-Voting Shares, fully paid-up 6 6 Adventure Travel Experience Inc 128 137 1000 (Previous year 1000) Shares of $ 0.01 each Tutors Direct Limited 233 249 250,000 (Previous year 250,000) preference shares of £1 each 666,667 (Previous year 667,000) ordinary shares of £0.001 each Tute Education Limited 19 19 4000 (Previous year 4000) Ordinary Share of £0.001 each 5000 (Previous year 5000) Ordinary Share of £0.001 each Total 3,241 3,210 Aggregate Amount of quoted investments - 1 Market Value of quoted investments 1,122 1,067 Aggregate Amount of unquoted investments 3,241 3,210

13. Long Term Loans And Advances (` in Lakhs) Particulars As at March 31 2015 2014 (Unsecured and considered good) Deposits (Including Security & EMD Deposits) 1,423 1,507 Total 1,423 1,507

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14. Current Investments (` in Lakhs) Particulars As at March 31 2015 2014 CURRENT INVESTMENTS (Unquoted, Non Trade) Investments in Debentures: V Hotels Limited 1,800 1,800 1,800,000 (Previous year 1,800,000) 24% Convertible Debentures of `100/- each fully paid-up Ezeego One Travel and Tours Limited 1,000 1,000 100,000 (Previous year 100,000) 12% Fully Convertible Debentures of `1,000/- each fully paid-up Investments in Units of Mutual Funds: Kotak Indo World Infrastruture Fund - Growth Plan - 6 Nil Units (Previous Year 58,567 Units) of `10.83 each fully paid up. Axis Liquid Fund-Daily Dividend 1 1 122.74 Units (Previous Year 115.905 Units) of `1,000.31 each fully paid up. Total 2,801 2,808

15. Inventories (at cost or net realisable value whichever is lower) (` in Lakhs) Particulars As at March 31 2015 2014 Foreign Currency 768 422 Stock - tickets, food, mobile homes and other retail items 1,595 1,569 Total 2,363 1,991

16. Trade Receivables (` in Lakhs) Particulars As at March 31 2015 2014 (Unsecured and considered good) Oustanding for a period exeeding six month from the date that are due for payments 3,265 2,818 Others 114,781 110,740 Total 118,046 113,558

17. Cash and Bank Balance (` in Lakhs) Particulars As at March 31 2015 2014 Cash and Cash Equivalent Balances with banks In Current Accounts 98,412 95,323 In Unpaid Dividend Accounts 2 2 Fixed Deposits* 10,391 368 *Fixed Deposits having original maturity period not more than three months. Cash on hand 681 543 109,486 96,236

Annual Report 2014-15 | 163 17. Cash and Bank Balance (contd.) (` in Lakhs) Particulars As at March 31 2015 2014 Other Bank Balance Margin Money Deposit 24,149 17,887 (Given as security for Bank Guarantee & Overdraft limits) Fixed Deposits* 6,932 23,740 *Fixed Deposits having original maturity period more than 3 months but upto twelve months. Sub Total 31,082 41,627 Total 140,569 137,863

18. Short Term Loans and Advances (` in Lakhs) Particulars As at March 31 2015 2014 (Unsecured and considered good) Loans and Advances to related parties (Refer Note No. 26) 6,662 9,312 Loans and Advances to others - 21,448 Advance Tax Paid (Net of Provision) 3,634 958 Deposits (Including Security & EMD Deposits) 1,418 975 Others (including Advances against supplies and services, Staff Advances, prepaid expenses and other advances) 89,247 87,727 Total 100,961 120,422

19. Other Current Assets (` in Lakhs) Particulars For the year ended March 31 2015 2014 Others 165 165 Total 165 165

20. Revenue from Operations (`in lakhs) Particulars For the year ended March 31 2015 2014 Income from operation Travel and Tours Commission 251,786 226,913 Income from Forex Division 4,386 3,113 Other Operating Income 737 733 Total 256,909 230,759

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21. Other Income (` in Lakhs) Particulars For the year ended March 31 2015 2014 Interest From Current Investment 552 761 From Banks 147 140 From Others 3,936 1,852 Dividend From Current Investment 50 12 Net Gain on Sale of Investments From Current Investment 4 2 Other Non operating Income Profit on Sale of Fixed Assets 83 951 Others 573 590 Total 5,345 4,307 22. Employee Benefit Expenses (` in Lakhs) Particulars For the year ended March 31 2015 2014 Salaries and wages 79,328 76,623 Contribution to provident and other funds 8,624 8,588 Staff welfare expenses 3,448 2,268 Total 91,400 87,479 23. Finance Costs (` in Lakhs) Particulars For the year ended March 31 2015 2014 Interest expense 29,428 27,767 Other borrowing costs 3,007 4,591 Total 32,435 32,358 24. Other Expenses (` in Lakhs) Particulars For the year ended March 31 2015 2014 Rent 14,968 13,828 Rates & Taxes (excluding taxes on income) 70 49 Electricity Charges 2,426 2,290 Insurance 1,506 1,588 Payment to Auditors* Audit Fees 926 798 Certificaton Fees 82 126 Taxation Matter 230 253 1,238 1,177

Annual Report 2014-15 | 165 24. Other Expenses (contd.) (` in Lakhs) Particulars For the year ended March 31 2015 2014 Communication and Courier Expenses 2,515 1,581 Professional Charges 3,721 2,322 Travelling Expenses 3,119 3,019 Advertisement, Publicity & Business Promotion 14,036 10,568 Bad debts 5 49 Donation 360 91 Directors Sitting Fees & Commissions 32 23 Computer Expenses 5,655 4,887 Miscellaneous expenses 14,749 12,621 Loss on sale of assets 26 173 Exchange Fluctuation (68) (22,045) Total 64,358 32,221 * Excludes audit fees of 40 Lakhs on Account of QIP certification work is adjusted against securities permium A/c. 25. Segment Reporting: The Company is mainly engaged in Tours and Travel activity. All activity of the Company revolve around this main business. As such, there are no seperate reportable segments as per the Accounting Standard 17 (Segment Reporting) notified by Companies (Accounting Standard) Rules, 2006. (` in Lakhs) Particulars As at March 31 2015 2014 Segment Revenue (External Turnover): India 48,852 42,476 Rest of World 208,058 188,284 Segment Assets: India 327,590 241,045 Rest of World 571,720 807,031 Segment Liabilites: India 316,119 231,213 Rest of World 499,313 727,982 Capital Expenditure: India 3,476 5,236 Rest of World 13,171 65,335

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26. As per the Accounting Standard 18, the disclosure of transactions with the related parties as defined in the accounting standards, are given below (a) List of the related parties where control exist and related parties with whom transactions have taken place and relationship. Sr. No. Name of the Related Party A Associate: 1 Tulip Star Hotels Ltd. 2 Radius Global Travel Ltd. 3 Adventure Travel Experience Inc 4 Tutors Direct Limited 5 Tute Education Limited

B Key Managerial Personnel: 1 Mr. A.B.M Good – Chairman 2 Mr. Peter Kerkar – Director 3 Ms. Urrshila Kerkar – Director

C Others: (i) Joint Venture: 1 Royale Indian Rail Tours Limited (ii) Enterprises over which Key Managerial Personnel and their relatives exercise significant influence. 1 Far Pavilions Tours and Travels Pvt. Ltd. 2 Ezeego One Travel and Tours Limited 3 Standford Trading Private Limited

b) Transaction durring the year with related parties : (` in Lakhs) Sr. Nature of Transaction Associates Key Managerial Others Total No. Personnel 1 Subscription of share warrants - - 5,615 5,615 - - - - 2 Loans and advances given/(returned/taken) 196 - (2,204) (2,008) 478 - (575) (97) 3 Purchase 538 - 51,061 51,599 582 - 38,843 39,425 4 Sales 11 10 51,753 51,774 441 24 31,625 32,090 5 Payment to Key Managerial Person - 178 - 178 - 177 - 177 6 Director Fees & commission paid - 2 - 2 - 3 - 3 7 Interest Received on Loans/Advance 25 - 120 145 35 - 120 155 8 Dividend Received - - - - 1,628 - - 1,628

Annual Report 2014-15 | 167 b) Transaction durring the year with related parties : (contd.) (` in Lakhs) Sr. Nature of Transaction Associates Key Managerial Others Total No. Personnel Balance as at 31st March, 2015 9 Investments 451 - 2,250 2,701 606 - 2,250 2,856 10 Trade Receivable 12 3 9,337 9,352 3 - 10,269 10,272 11 Advance from Customer ------12 Loan & Advances 2,627 - 4,035 6,662 3,127 - 6,185 9,312 13 Trade payable - - 2,126 2,126 - - 1,608 1,608 14 Advance to Vendors - - 5,435 5,435 - - - - Note : The Figures in Italics are in respect of Previous year Disclosure in respect of significant related party transaction during the year. 1 Subscription of share warrants includes `5615 Lakhs ( Previous year `Nil ) from Standford Trading Private Limited. 2 Loan given durring the year inlcludes `395 Lakhs (Previous year `Nil) to Tulip Star Hotel Ltd. `6 Lakhs (Previous year ` Nil) to Far Pavilion Tours & Travels Ltd.`45 Lakhs (Previous year `256 Lakhs) to Ezeego One Travels & Tours Ltd. and `Nil (Previous year 721 Lakhs) to Tute Eductaion Limited. Loan returned durring the year inlcludes `Nil Lakhs (Previous year ` 243 Lakhs) from Tulip Star Hotel Ltd. `Nil (Previous year ` 831 Lakhs) from Far Pavilion Tours & Travels Ltd.`2,254 Lakhs (Previous year `Nil) from Ezeego One Travels & Tours Ltd.and `199 Lakhs (Previous year `Nil) from Tute Education Ltd. 3 Purchases include `51,082 Lakhs (Previous year ` 38,843 Lakhs) Ezeego One Travels & Tours Ltd., `Nil (Previous year ` 86 Lakhs) Meininger Holding GmbH .`Nil (Previous year `Nil) Royal Indian Rail Tours Ltd and `538 Lakhs (Prevoius year Nil) to Adventure Travel Experience Inc. 4 Sales include Ezeego One Travels and Tours Ltd. `51,753 Lakhs (Previous year `31,625 Lakhs) `Nil (Previous year `407 Lakhs ) of Meininger Holding Gmbh .`Nil (Previous year ` NIL Lakhs) Royal Indian Rail Tours Ltd. `8 Lakhs (Previous year `Nil) for Mr.Peter Kerkar and `2 Lakhs (Previous year `Nil) for Ms.Urrshila Kerkar. 5 Payment to Key Management Person paid includes `162 Lakhs paid to Ms. Urrshila Kerkar (Previous year ` 160 Lakhs) and `16 Lakhs (Previous year `17 Lakhs) to Peter Kerkar. 6 Director fees paid to Key Management Person paid includes `0.8 Lakhs (Previous year ` 1.5 Lakhs) paid to Mr. A.B.M.Good and `1.2 Lakhs (Previous year ` 1.1 Lakhs) to Mr. Peter Kerkar. 7 Interest received includes Ezeego One Tours & Travels Ltd. `120 Lakhs (Previous year ` 120 Lakhs) and `25 Lakhs (Previous year `Nil) towards Tute Eductaion Limted. 8 Dividend received includes `Nil (Previous year `1,628 Lakhs) by Meininger Holding GmbH.

27. In compliance with AS – 27 ‘Financial Reporting of Interests in Joint Ventures’, the required information is as under: a) Jointly controlled entities Particulars Country of Percentage of Incorporation ownership interest as on as on 31.03.2015 31.03.2014 Royal Indian Rail Tours Limited India 50% 50%

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b) The Company’s share of assets, liabilities, income, expenditure, contingent liabilities and capital commitments compiled on the basis of unaudited financial statements received from joint ventures is as follows: (` in Lakhs) Particulars As at As at As at 31.03.2015* 31.03.2014* 31.03.2011* (i) Assets 2,260 – Long Term Assets 233 – Current Assets 2,027 (ii) Liabilities 3,128 – Loans (Secured & Unsecured) 1,313 – Current Liabilities and Provisions 1,813 – Deferred Tax 3 (iii) Income 1,364 (iv) Expenses 2,108 (v) Miscellaneous Expenditure to extent not written off 165 * For the reasons stated in note 37 (b), the Company has not received the financials of the Joint Venture for financial year 2011-12, 2012-13, 2013-14 & 2014-15. Hence, the figures of the company’s share in the assets and liabilities of the joint venture as at 31st March, 2015 and the income and expenses for the year ended on that date as required by Accounting Standard AS 27 – Financial Reporting of Interests in Joint Venture have not been stated. 28 Leases A. Tangible assets includes assets given on operating lease (` in Lakhs) Description Cost Depreciation Net Block of Assets As at Additions Disposals As at As at For the On As at As at As at 01.04.2014 during during 31.03.2015 01.04.2014 year disposals 31.03.2015 31.03.2015 31.03.2014 the year the year Owned Assets Building# 17 - - 17 9 0 * - 10 7 7 Furniture & Fixtures** 435 319 12 742 39 144 3 180 561 396 Electrical Equipments** 44 10 25 29 4 10 7 7 22 40 Office Equipments** 14 13 27 1 9 - 10 17 13 Total Amount (`) 510 342 37 815 53 163 10 207 607 456 * Depreciation for the year includes `0.30 Lakhs (Previous year `0.39 Lakhs) # In respect of the above arrangements, lease rent of `4 Lakhs (Previous year `3 Lakhs ) are recognised in the Statement of Profit and Loss for the year and included under Other Income. ** In respect of the above arrangements, lease rent of `149 Lakhs (Previous year `57 Lakhs) are recognised in the Statement of Profit and Loss for the year and included under Other Operating Income.

Annual Report 2014-15 | 169 (B) The Company has operating lease in respect of office premises. Further lease rentals payable in respect of non cancellable Lease period is as follows : (` in Lakhs) Particulars As at March 31 2015 2014 Not later than one year 4,183 29,372 Later than one year but not later than five years 7,310 50,641 Later than five year 3,808 90,335 The Company’s significant leasing arrangements are generally from 5 months to 96 months. Under these agreements, generally refundable interest-free deposits have been given. In respect of above arrangements, lease rentals payable are recognised in the Statement of Profit and Loss for the year and included under Rent (Refer Note 24). (C) The minimum lease rentals and the present value of minimum value of minumum lease payments in respect of assets acquired under leases are as follows: (` in Lakhs) Particulars Total Minimum Future Interest Present Value of Lease Payments on Outstanding minimum lease Outstanding Lease Payments payments As at March 31 As at March 31 As at March 31 2015 2014 2015 2014 2015 2014 Not later than one year - 3,253 - 93 - 3,160 Later than one year but not later than five years 40 1,789 2 53 38 1,736 Later than five year - - -

29. Earnings Per Share (EPS) (a) Earnings Per Share (EPS) Basic and Diluted Particulars As at March 31 2015 2014 Net Profit after Tax as per Statement of Profit & Loss attributable to Equity Shareholders after exceptional item (` in Lakhs) 9,178 38,317 Weighted average number of Equity Shares (Basic) (No. in Lakhs) 1,477 1,365 Add: Dilutive Shares on account of Shares warrants (No. in Lakhs) 73 - Weighted average number of Equity Shares (Diluted) (No.in Lakhs) 1,549 1,365 Basic Earning Per Share after exceptional item (EPS) (In `) 6.22 28.07 Diluted Earning Per Share after exceptional item (EPS) (In `) 5.92 28.07 Face Value Per Equity Shares (In `) 5/- 5/-

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30. Financial Derivative Instruments: A. Derivative contract entered into by the Company for hedgeing currency risk and outstanding as on 31st March, 2015. Nominal amount of forward contract entered into by the Company and outstanidng as on 31st March 2015 amounting to `46,597 Lakhs (Previous year `85,946 Lakhs) (` in Lakhs) Particulars Amount in foreign Currency Equivalent amount As at March 31 As at March 31 2015 2014 2015 2014 EUR 443 388 30,034 31,860 GBP 25 27 2,316 2,697 USD 197 819 12,313 48,959 NOK - 33 - 323 CHF - 0 - 10 ZAR 80 51 411 275 THB 100 50 192 88 MAD - 40 - 274 BWP - 12 - 78 CAD 7 8 346 417 AUD 15 13 697 691 SGD 0 5 NZD 6 6 282 274 Total 873 1,447 46,596 85,946

B. Derivative contract entered into by the Company for hedgeing Interest rate risk and outstanding as on 31st March, 2015. Nominal amount of interest rate swap contract entered into by the Company and outstanding as on 31st March 2015 amounting to `129,859 Lakhs (Previous year ` 206,822 Lakhs). (` in Lakhs) Particulars Amount in foreign Currency Equivalent amount As at March 31 As at March 31 2015 2014 2015 2014 GBP 1,400 1,900 129,859 188,895 USD - 300 - 17,927 Total 1,400 2,200 129,859 206,822

Annual Report 2014-15 | 171 C. Derivative contract entered into by the Company for hedgeing Composite (FX & Interest rate) risk and outstanding as on 31st March, 2015 Nominal amount of interest rate swap contract entered into by the Company and outstanding as on 31st March 2015 amounting to `Nil (Previous year `71,710 Lakhs). (` in Lakhs) Particulars Amount in foreign Currency Equivalent amount As at March 31 As at March 31 2015 2014 2015 2014 USD - 1,200 - 71,710 Total - 1,200 - 71,710 D. Foreign Currency Exposure that are not hedged by derivative instruments as on 31st March 2015 amounting to `314,336 Lakhs (Previous year `201,172 Lakhs) (` in Lakhs) Particulars Amount in foreign Currency Equivalent amount As at March 31 As at March 31 2015 2014 2015 2014 Trade Receivables 1,913 505 119,594 30,196 Trade Payables 205 89 12,822 5,335 Advances to Vendor 166 57 10,359 3,402 Banks 36 101 2,227 6,058 Borrowing 2,705 2,609 169,156 156,174 Unsettled Travellers’ Cheque 3 0 178 7 Total 5,028 3,361 314,336 201,172

31. Contingent Liabilities: (` in Lakhs) Particulars As at March 31 2015 2014 I. Guarantees: Guarantees given by Bank 26,458 41,959 Bonds given by insurance companies 17,171 14,033 Others 237 280 II. Legal Disputes Disputed income Tax Demand 762 438 Disputed Service Tax demand 12,908 12,908 Claim against the Company not acknowledged as debts 1,126 1,393 Total 58,662 71,011

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32. Basis of consolidation a. The Consolidated Balance Sheet, Consolidated Statement of Profit and Loss and Consolidated Cash flow Statement (together referred to as Consolidated Financial Statements) comprises financial statements of Cox & Kings Limited and its subsidiaries and the interest of the Company in joint ventures, in the form of jointly controlled entities for the year ended 31st March, 2015. b. Subsidiary companies considered in these Consolidated Financial Statements are: Name of Subsidiary Company Country of Incorporation Proportion of ownership interest • Cox & Kings (UK) Ltd. UK 100% Step down subsidiaries : - C & K Investments Ltd. UK 100% - Cox & Kings (Agents) Ltd. UK 100% - Cox & Kings Finance (Mauritius) Ltd. Mauritius 100% - Cox & Kings Enterprises Ltd. UK 100% - Cox & Kings Finance Ltd. UK 100% - Cox & Kings Holdings Ltd. UK 100% - Cox & Kings Shipping Ltd. UK 100% - Cox & Kings Special Interest Holidays Ltd. UK 100% - Cox & Kings Tours Ltd. UK 100% - Cox & Kings Travel Ltd. UK 100% - East India Travel Company Inc. USA 100% - ETN Services Ltd. UK 100% - Grand Tours Ltd. UK 100% • Clearmine Ltd. UK 100% Step down subsidiary : - Cox & Kings Destination Management Services Ltd. UK 100% • Cox and Kings (Australia) PTY Ltd. Australia 100% Step down subsidiaries : - Cox and Kings Nordic PTY Ltd. Australia 100% - Tempo Holidays NZ Ltd New Zealand 100% - Tempo Holidays PTY Ltd Australia 100% • Cox and Kings PGL Camps Pty Ltd Australia 100% • Cox and Kings Global Services LLC, USA USA 100% • Prometheon Holdings Ltd. UK 100% (Upto 21st October, 2014) • Quoprro Global Ltd. UK 100% Step down subsidiaries : - Cox & Kings Global Services Sweden AB UK 100% • Prometheon Holdings Private Ltd Mauritius 100% • Cox & Kings Singapore Pvt. Ltd. Singapore 100% • Cox & Kings Tours LLC UAE 100% • Cox & Kings (Japan) Ltd. Japan 100% • Cox & Kings Asia Pacific Travel Ltd Hong Kong 100% • Cox and Kings Global Services Private Ltd India 100% • Quoprro Global Services Pvt. Ltd. India 100% • Cox and Kings Global Services (Singapore) Pte. Ltd. Singapore 100% Step down subsidiaries : - Cox & Kings Global Services Management (Singapore) Pte. Ltd. Singapore 100% - Cox & Kings Global Services LLC UAE 100% - Cox and Kings Consulting Service (Beijing) Co. Ltd. China 100% - Quoprro Global Hellas Greece 100%

Annual Report 2014-15 | 173 Name of Subsidiary Company Country of Incorporation Proportion of ownership interest - Cox and Kings Gmbh Germany 100% - Quoprro Global Services Pte. Ltd. Singapore 100% - Quoprro Global Services Pvt. Ltd. Hongkong 100% - Cox & Kings Egypt Egypt 100% - Cox & Kings Global Services Lanka Pvt. Limited Srilanka 100% • Cox and Kings Destinations Management Services Pvt. Ltd. Singapore 100% • Prometheon Enterprise Ltd. UK 100% Step down subsidiaries : - - Prometheon Holdings (UK) Ltd. UK 65.58% Step down subsidiaries : - - Prometheon Limited UK 65.58% - Holidaybreak Limited UK 65.58% - SASu Le Chateau d’Ebblinghem France 65.58% - SARL Chateau d’Ebblinghem France 65.58% - PGL Air Travel Ltd. England 65.58% - PGL Voyages Ltd. England 65.58% - PGL Travel Ltd. England 65.58% - PGL Adventure Ltd. England 65.58% - Freedom of France Ltd. England 65.58% - Noreya SL Spain 65.58% - PGL Adventure SAS France 65.58% - Travelplus Group Gmbh Germany 65.58% - Simpar Sasu France 65.58% - Chateau de Lamorlaye SCI France 65.58% - SCI Domaine de Segries France 65.58% - European Study Tours Ltd. England 65.58% - NST Holdings Ltd. England 65.58% - NST Travel Group Ltd. England 65.58% - PGL Group Ltd. England 65.58% - EST Transport Purchasing Ltd. England 65.58% - Explore Worldwide Ltd. England 65.58% - Explore Aviation Ltd. England 65.58% - Explore Worldwide Adventures Ltd. Canada 65.58% - Regal Diving and Tours Ltd. England 65.58% - Superbreak Mini-Holidays Ltd. England 65.58% - Business Reservations Centre Holland BV Netherlands 65.58% - Bookit BV Netherlands 65.58% - BV Weekendjeweg.nl Netherlands 65.58% - Business Reservations Centre Holland Holding BV Netherlands 65.58% - Superbreak Mini Holidays Group Ltd. England 65.58% - Greenbank Holidays Ltd. England 65.58% - RM&S Reise Marketing & Service GmbH (formerly Ecamp GmbH) - (Upto 9 Sept, 2014) Germany 65.58% - Holidaybreak Reisevermittlung GmbH (formerly Eurocamp Travel GmbH) - (Upto 9 Sept, 2014) Germany 65.58%

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Name of Subsidiary Company Country of Incorporation Proportion of ownership interest - Eurocamp Travel AG - (Upto 9 Sept, 2014) Switzerland 65.58% - Eurosites BV - (Upto 9 Sept, 2014) Holland 65.58% - Parkovi Sunca d.o.o - (Upto 9 Sept, 2014) Croatia 65.58% - Camping in Comfort BV - (Upto 9 Sept, 2014) Netherlands 65.58% - Chalets De France - (Upto 9 Sept, 2014) France 65.58% - Edge Adventures Limited (formerly known as Keyline Continental Ltd.) England 65.58% - Keycamp Holidays Netherlands BV - (Upto 9 Sept, 2014) Netherlands 65.58% - Keycamp Holidays Ireland Ltd. - (Upto 9 Sept, 2014) Ireland 65.58% - Eurosites AS - (Upto 9 Sept, 2014) Denmark 65.58% - Eurocamp Travel BV - (Upto 9 Sept, 2014) Netherlands 65.58% - Camping Division Ltd. - (Upto 9 Sept, 2014) England 65.58% - Sites Services SARL - (Upto 9 Sept, 2014) France 65.58% - Greenbank Packages Ltd. - (Upto 9 Sept, 2014) England 65.58% - Greenbank Services Ltd. - (Upto 9 Sept, 2014) England 65.58% - Own A Holiday Home Ltd. - (Upto 9 Sept, 2014) England 65.58% - Holidaybreak Trustee Ltd. England 65.58% - Holidaybreak Holding Company Ltd. Isle of Man 65.58% - Holidays Ltd. - (Upto 9 Sept, 2014) England 65.58% - Holidaybreak Education Ltd. England 65.58% - NST Ltd. Ireland 65.58% - NST Transport Services Ltd. England 65.58% - Depot Starvillas SARL - (Upto 9 Sept, 2014) France 65.58% - Eurocamp Independent Limited - (Upto 9 Sept, 2014) England 65.58% - Eurocamp Limited - (Upto 9 Sept, 2014) England 65.58% - GHL Transport Limited - (Upto 9 Sept, 2014) England 65.58% - Holidaybreak Quest Trustee Limtied England 65.58% - Hotelnet Limited England 65.58% - SAS Travelworks France France 65.58% - Select Sites Ltd - (Upto 9 Sept, 2014) England 65.58% - Starvillas Ltd - (Upto 9 Sept, 2014) England 65.58% - Travelplus Group Gmbh Austria 65.58% - Travelworks UK Limited England 65.58% - Hole In The Wall Management Limited England 65.58% - Holidaybreak Hotel Holdings Limited Germany 65.58% - Holidaybreak Hotel Holdings GmbH England 65.58% - Meininger Amsterdam Amstelstation BV Germany 65.58% - PGL Travel PTY Limited Australia 65.58% - PGL Property PTY Limited Australia 65.58% - PGL Adventure Camps PTY Limited Australia 65.58% - Meininger Amsterdam B.V. Netherlands 65.58% - Meininger Shared Services Gmbh Germany 65.58% - Meininger Berlin Hauptbahnhof Gmbh Germany 65.58% - Meininger “10” Hamburg Gmbh Germany 65.58% - Meininger Airport Frankfurt Gmbh Germany 65.58% - Meininger Brussels Gmbh Germany 65.58%

Annual Report 2014-15 | 175 Name of Subsidiary Company Country of Incorporation Proportion of ownership interest - Meininger West Gmbh & Co. Kg Germany 65.58% - Meininger West Verwaltungs Gmbh Germany 65.58% - Meininger “10” City Hostel Köln Gmbh Germany 65.58% - Meininger “10” Frankfurt Gmbh Germany 65.58% - Meininger Oranienburger Straße Gmbh Germany 65.58% - Meininger Nürnberg Gmbh Germany 65.58% - Meininger “10” City Hostel Berlin-Mitte Gmbh Germany 65.58% - Meininger “10” Hostel Und Reisevermittlungs Gmbh Germany 65.58% - Meininger Airport Hotels Bbi Gmbh Germany 65.58% - Meininger Potsdamer Platz Gmbh Germany 65.58% - Meininger Barcelona Gmbh Germany 65.58% - Meininger City Hostels & Hotels Gmbh Austria 65.58% - Meininger Limited England 65.58% - Meininger Hotelerrichtungs Gmbh Austria 65.58% - Meininger Wien Gmbh Austria 65.58% - Meininger Wien Schiffamtsgasse Gmbh Austria 65.58% - Meininger Holiding GmbH Germany 65.58% - Meininger Finance Company Ltd Isle of Man 65.58% - Meininger Paris SCI Germany 65.58% - Super Break Mini Holidays Import Ltd England 65.58% (Incorporated 30th January, 2015) Results of subsidiaries acquired are included in the consolidated financial statements from the effective dates of acquisition and upto disposal.

c. Associate companies considered in these Consolidated Financial Statements are: Name of Associate Companies Country of Incorporation Proportion of ownership interest Tulip Star Hotel Ltd. India 30.42% Radius Global Travel Ltd. USA 29.60% Adventure Travel Experience Inc USA 48% Tutors Direct Ltd England 40% Tute Education Ltd England 40% d. Joint Venture companies considered in these Consolidated Financial Statements are: Name of JV Company Country of Incorporation Proportion of ownership interest • Royale Indian Rail Tours Ltd. India 50% 33. The audited financial statement of foreign Subsidiaries has been prepared in accordance with the Generally Accepted Accounting Principles of its country of incorporation or International Financial Reporting Standard, as applicable. Differences in accounting policies of the Company and its subsidiaries are not material except as stated under : - Material differences in accounting policies of the Company and its subsidiaries are as under:- Item Name of Subsidiary ` In Lakhs Proportion to the item Depreciation Prometheon Enterprise Limited and its subsidiaries 15,057 76% Depreciation Cox and Kings (Australia) Pty Ltd and its subsidiaries 62 0.31%

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34 Discontinued Operations: On 2nd June 2014, the Board of Directors had approved the sale of the Camping Division of it’s subsidiary Company Holidaybreak Ltd for a consideration of GBP 89.20 million. The sale of camping is consistent with company’s strategy of becoming a Leisure and Education travel group and allows to focus on businesses that have a global footprint and market leadership position. The transaction was completed on 11th September 2014, upon receipt of the regulatory approvals. The consolidated results includes the company’s discontinued operations from the camping division as under: (` in Lakhs) Particulars As at March 31 2015 2014 1. Income from operations (a) Net Sales / income from operations 35,271 38,653 (b) Other operating income - - Total Income from operations (net) 35,271 38,653 2. Expenses a) Employee benefit expense 13,622 14,533 b) Depreciation and amortisation expense 8,317 7,180 c) Other expenses 1,513 3,116 Total expenses ( a to c) 23,453 24,829 3. Profit/ (Loss) from operations before other income, finance costs and exceptional items (1-2) 11,818.09 13,823.78 4. Other income (24.20) 1,112.90 5. Profit/ (Loss) from ordinary activities before finance costs and exceptional items (3+4) 11,793.89 14,936.68 6. Finance costs 99.82 1,345.28 7. Profit/ (Loss) from ordinary activities after finance costs but before exceptional items (5-6) 11,694.07 13,591.40 8. Exceptional items 17,481.58 2,401.53 9. Profit / (Loss) from ordinary activities before tax (7+8) (5,787.50) 11,189.87 10. Tax expense 5,514.29 (1,208.93) 11. Net Profit / (Loss) from ordinary activities after tax (9-10) (11,301.79) 12,398.80 12. Extraordinary items - - 13. Net Profit / (Loss) for the period (11-12) (11,301.79) 12,398.80 14. Share of profit/ (loss) of associates - - 15. Minority Interest 3,501.39 (2,762.74) 16. Net profit/ (loss) after taxes, minority interest and share of profit/(loss) of associates(13+14-15) (14,803.18) 15,161.54

Annual Report 2014-15 | 177 35. Other Notes (a) Previous year’s figures have been regrouped/reclassified wherever necessary to correspond with the current year’s classification/disclosure. (b) The Royale India Rail Tours Ltd. (RIRTL) is a 50:50 joint venture between Indian Railway Catering and Tourism Corporation (IRCTC) and Cox & Kings Ltd. IRCTC has terminated the joint venture agreement on August 12, 2011. The Supreme Court has dismissed the Special Leave Petition filed by the Company and directed both the parties to go for arbitration. It also made it clear that the observations made by the Courts shall not, in any way, influence the outcome of the arbitral proceedings, if resorted to by the parties. The arbitration proceedings were continuing as at the year end. Company has invested `250 Lakhs in equity capital, `3958.10 Lakhs as loans and has trade receivable of `519.03 Lakhs as at March 31, 2015. Based on the legal opinion, the Company is confident of favourable outcome of the arbitration proceeding and no provision is considered necessary in the accounts. (c) In the opinion of the Board of Directors, other current assets have a value on realisation in the ordinary course of the company’s business, which is at least equal to the amount at which they are stated in the balance sheet. (d) Exceptional items for the year ended 31st March 2014 comprises of costs of restructuring and realigning businesses of Holidaybreak Limited, UK subsequent to its acquisition and for the year ended 31st March 2013 it comprises of `1,925 Lakhs towards redundancy cost in the Campaign business in UK, Denmark & Netherland ; `771 Lakhs profit on sale of Djoser BV; `4,283 Lakhs towards foreign exchange loss on revalution of Bank Loan and Inter Company Loans for acquistion purposes.

As per our report of even date For Chaturvedi & Shah For and on behalf of the Board Chartered Accountants Firm Registration No. 101720W Amit Chaturvedi Peter Kerkar Urrshila Kerkar Partner Director Director Membership No. 103141

Date : May 15, 2015 Anil Khandelwal Rashmi Jain Place: Mumbai C.F.O. Company Secretary

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Notes

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