Cox & Kings Sheet 2015_Part II.pmd - Moneycontrol

Cox & Kings Limited75th 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.

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.

Poised For Future Growth

CONTENTS

Business Overview 01 Financial Statements Standalone

Independent Auditor’s Report 98

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

Chairman's Letter 20

Board of Directors 22

Annual Report 2014-15 | 01

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.

Poised For Future Growth

01

Cox & Kings operates in multiple countries across

four distinct business verticals.

02 | Cox & Kings Limited

A Diversified, Multinational Travel Conglomerate

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.

Leisure – International operates in multiple

countries under a plethora of packaged travel

brands, including Cox & Kings, Superbreak and

Explore, among others. Each brand holds a

highly competitive niche market position and

enjoys a loyal customer base.

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

relevance in creating the workforce of

tomorrow. We are experts in this area and

intend to take our brands across the world.

We operate 16 hybrid hotels in Europe under

the Meininger brand. Our unique selling

proposition is that we can deliver today’s

traveller a clean, safe, stay in city-centre

locations for as low as €15 per night.

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

Leisure - International

Education

Meininger

Others

22%

29%

29%

16%

4%

03

The new age consumer invests in her own

personal story.


We Serve the New-age Consumer

T h e n e x t h u n d r e d y e a r s w i l l b e

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.

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.

05

Our rapid growth rate over the last decade has

been driven by our employees’ and

partners’ spirit of Entrepreneurship.


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.

07

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.

We have strengthened our Balance sheet through a slew of

measures.


Cox & Kings has a strong Balance Sheet

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.

We also received a sum of R56 crores from the

promoters as upfront contribution for

warrants issued in January 2015 convertible

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

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).

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.

09

Net debt/shareholders’ funds

FY14 FY15

1.6x

0.7x


Corporate VisionLeisure & Education

Consol idate our leadership Ÿposition as an integrated travel house in India (Leisure – India)

Operate as a specialist tour operator Ÿacross multiple geographies

(Leisure – International)

B e t h e m a r k e t l e a d e r i n Ÿexperiential learning (Education)

Be the urban traveller’s home Ÿ(Meininger)

11

Group strategyConsolidate our presence in Leisure – India

Build market share in India’s highly Ÿfragmented travel industry

Expand franchise network within ŸIndia

Leverage our global platform to c r o s s - s e l l p r o d u c t s a c r o s s geographies

Continue to consolidate product sourcing operations globally

Higher volumes will lead to better Ÿbargaining power with suppliers

I d e nt i f y i n g a n d e x p l o i t i n g Ÿcounter-seasonal idiosyncrasies will lead to better-targeted buying power

Grow the Education business in newer geographies

Aggressively expand Meininger


Divisional descriptionLeisure – India (22% of net revenues)

Our Cox & Kings brand has been the travel market leader in India for many years, enjoying tremendous recall and consumer trust. We are an integrated travel house with solutions to suit

t r a n s p o r t , t o u r s , a t t r a c t i o n s , sightseeing, visas, insurance, etc.

Our Retail – Domestic business provides group and individual packaged tours and customized holidays within India, which entails

every customer and every budget.

Our Retail – Outbound business provides group and individual packaged tours and customized holidays abroad, which entails end-to-end management of tickets, hotels,

end-to-end management of tickets, hotels, transport, tours, attractions, sightseeing etc.

Our MICE (meetings, incentives, conferences and events) business – both Outbound as well as within India – entails end-to-end management of Corporate or Individual programs i n c l u d i n g o u t b o u n d j u n k e t s , conferences, weddings etc. We have

services for Indian business travellers within India as well as abroad. We have robust systems and processes to ensure the best rates, most flexible options and most prompt services to our corporate clientele.

Our Forex division caters to the foreign currency and travel card requirements of Indian travellers going abroad.

solutions to meet every need across multiple locations.

Our Inbound business entails premium destination management services in India for foreign tour operators. We are experts in the high- end luxury travel business.

Our Business Travel division accounts for corporate air ticketing and allied

13


Leisure – International (29% of net revenues)Our Superbreak brand is a specialist at short-break packaged tours in gateway cities, mainly targeted at the UK traveller. Tour packages may include air, rail, bus tickets, local transport cards for metro/bus etc., private transport, concert tickets, theatre tickets, hotels, attractions 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, s ightseeing, visas, insurance etc. For e.g. Arc t ic adventures, trekking Machu Pichu, cycling the French countryside, Walking in Crete, Tanzania Safari etc.

Our RegalDive brand is a diving adventure specialist across the world, mainly targeted at the UK traveller. We provide flights, hotels, transport, diving lessons and certification, advanced diving tours etc. at the best dive spots on the planet. For e.g. Red Sea, Bali etc.

15

Our Weekendjeweg brand is a niche provider of rentals of bungalows, villas and hotels in the Netherlands, mainly targeted at the European traveller.

Cox & Kings, UK, is a premium brand for long-haul, cultural holiday packages targeted mainly at the UK traveller.

Cox & Kings, USA, is an ultra-luxury travel operator targeting the US traveller.

Cox & Kings, Dubai, is a mid-market outbound and inbound packaged tour brand in the UAE.

Cox & Kings Australia Operates mid-market tours to Europe, the Middle

East and Scandinavia through its Tempo and Bentours brands.

C&K Destination Management Ser vices provides dest ination management services in Europe for tour operators from all over the world.


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, n a t u re s c i e n ce, q u a d b i k i n g, 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.

17

NST/EST/Studylink/TravelWorks

NST is a 49-year-old brand which conducts experiential learning tours mainly for secondary school children in the UK. We conduct more than 60 types of trips with detailed itineraries decided in consultation with the teachers. The trips may be within the country or international.

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) w h i c h w i l l e n h a n c e t h e i r

understanding of their core subject matter. The tr ip 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.

19

Meininger (16% of net revenues)

suite. Business travellers, tourists and individual travellers also prefer our city-centre, low price offering.

The unique selling proposition (USP) of Meininger is to deliver our guests a clean, safe stay in the heart of the city 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-


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.

Chairman’s Message

21

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

c o m p a ny ’s r e ve n u e s a n d 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

d o m a i n s – L e i s u r e a n d 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 H o l i d a y b r e a k ’s C a m p i n g

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 special ises 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 e m p l oye e s , o u r b u s i n e s s

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

– M e i n i n g e r – i s i d e a l l y 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,

i n c r e a s i n g d e m a n d f o r financial year, the proceeds for

att rac t ive ly pr iced c lean, which was used to retire debt. Mr. A.B.M. Good

s a f e a n d c o m f o r t a b l e 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

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 He is a Fellow member of Chartered 1970, he was commissioned by spent five years first as Public Institute of Public Relations and Grindlays Bank to turn Cox & Kings, UK, Relations Officer and later in a Group Honorary Life Fellow of the Institute of into a long-haul tour operator marketing role with the then largest Directors.special iz ing in India. He was independent airline group in the UK. appointed to the board of Cox & Kings


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

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 posit ion 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 M r . N a r a y a n a n s t a r t e d h i s 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 a s s o c i a t e d e g r e e f r o m Pr a t t (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).

Mr. Pesi Patel, Independent Director of newer opportunities. Under his and Member of the Board Audit Mr. Subhash Chandra Bhargava, leadership, the Company is now Committee Independent Director and Member of positioned as the premier travel

Board Audit Committee company in India as well as a brand He started his career with the family's leader in the premium market industrial products manufacturing He has over 40 years of experience segment in UK, USA and Japan.business. He oversaw the sales and and knowledge in the field of Banking marketing of the products and led the and Finance. He had held a number of He is a graduate in Arts (B.A.) with division in manufacturing these leadership roles within Life Insurance dist inction in Economics and products. Ultimately in 1982, Pesi Corporation of India. He has served as A n t h r o p o l o g y f r o m S t a n fo r d gained responsibility for running the Executive Director (Investment)with University, USA.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

l ike debt, equit y, monitor ing 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

Mr. M. Narayanan, Independent international awards for design. Ms. Government Undertakings etc.Director and Chairman of the Board Kerkar initially worked with the Audit CommitteeCompany in an advisory role on He is a graduate in Commerce

marketing and brochures design from (B.Com) from Delhi University and is a He had served as the Chairman and 1985 and her role was extended when Fellow of the Institute of Chartered Managing Director withTourism she joined the Company in 1999 and was Accountants of India.Finance Corporation of India Limited made in-charge of Indian Operations.

23


AUDITORS

M/s. Chaturvedi & Shah

Chartered Accountants

CHIEF FINANCIAL OFFICER

Anil Khandelwal

COMPANY SECRETARY

Rashmi Jain

BANKERS

State Bank of India

REGISTRAR AND SHARETRANSFER AGENTS

Karvy Computer Share Private Limited,

Karvy Selenium Tower B,

Plot 31-32, Gachibowli, Financial District,

Nanakramgudu, Hyderabad- 500008.

Email id: [email protected]

Tel: + 91 040 67161572

Website: www.karvy.com

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

REGISTERED OFFICE

1st Floor, Turner Morrison Building,

16 Bank Street, Fort, Mumbai-400 001.

Tel: +91 22 22709100 Fax: + 91 22 22709161

E-mail: [email protected]

Website: www.coxandkings.com

Corporate Information

BOARD OF DIRECTORS

A. B. M. Good Non Executive Chairman

Peter Kerkar Non Executive Director

Urrshila Kerkar Executive Director

Pesi Patel Independent Director

M. Narayanan Independent Director

S.C. Bhargava Independent Director

BOARD COMMITTEES

Audit Committee

M. Narayanan Chairman

A. B. M Good Member

Pesi Patel Member

S. C. Bhargava Member

Nomination and Remuneration Committee

Pesi Patel Chairman

M. Narayanan Member

A. B. M. Good Member

Peter Kerkar Member


Stakeholders Relationship Committee

Pesi Patel Chairman

A. B. M Good Member

M. Narayanan Member


Corporate Social Responsibility and

Governance Committee (CSR&G Committee)

Urrshila Kerkar Chairman

Peter Kerkar Member


Risk Management Committee

Peter Kerkar Chairman

Pesi Patel Member


Finance Committee

Urrshila Kerkar Chairperson

Peter Kerkar Member

Pesi Patel Member


Anil Khandelwal Member


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 andexpectations may be ‘forward looking’ within the meaning of applicable laws and regulations. Actual results may differmaterially from those expressed or implied. In addition, this section uses adjusted profitability numbers at a few placesto discuss the financial performance in FY15. This helps readers of the report to appreciate like-for-like indicativeperformance. Hence, such numbers in the Discussion below are only indicative in nature and will not be comparable withthe 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 managementcompany into a diversified, multinational travel conglomerate with a focus on the new-age consumer. The companynurtures 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 havegrown at compounded annualized growth rate (CAGR) of 51% and 61%, respectively. Today, we have established operationsacross 23 countries in businesses which include packaged group tours, flexible individual holidays, experiential learningand hybrid hotels. We have high market share, excellent brand recall and deep domain expertise across the realm of ouroperations.

Fiscal 2014-15 was in summary a year of rejuvenation. We enhanced our market presence in existing geographies, forgednew partnerships to drive future growth and strengthened our Balance Sheet while remaing focused on core businessperformance. If the last few years were characterised by breath-taking change, FY15 was the year in which the transformationwas 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 (hybridhotels) – 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 didnot meet our internal parameters in terms of future growth; we received gross proceeds of GBP89.2 million from the saleof 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 gaincontrol of its Education and Meininger businesses; however, the Camping business also fell within the transactionperimeter. Management did not see Camping as a high-growth activity, and in an effort to streamline management focuson the growing portions of our business, i.e. Leisure-India, Education and Meininger, we decided to sell off the Campingbusiness.

Our consolidated net profit after tax was lower year-on-year by 76% at ~`92 crores, mainly as a result of the net loss onsale of Camping. We also incurred a one-time charge of `102 crores in FY15 on cancellation of forward hedges on theacquisition 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 earningsbefore 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, andbefore 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 withmarquee institutional investors based in India and around the world. The QIP has strengthened the Balance Sheetconsiderably. Further, the promoters have applied for a warrant issue to the tune of `225 crores in January 2015, for which25% 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 bythe company during the year resulted in prepayment of a substantial portion of the company’s acquisition-relatedborrowings. Net debt too fell by `1,830 crores y-o-y, or 44%, to `2,375 crores as of March 31, 2015. The reduction wasprimarily on account of (1) Qualified institutional placement of equity shares worth gross `1,000 crores in November2014, (2) Sale proceeds from the sale of Camping business (gross consideration GBP 89.2 millon), (3) Warrant applicationmoney 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.


We expect future business growth to be driven mainly by Leisure – India, Education and Meininger. Each business has itsown unique and secular growth drivers and we enjoy a dominant position within each industry. Our Leisure – Internationalbusiness 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 grew14% 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 powerfulnetwork of 12 own stores, 142 franchisees and 90 preferred sales agents. We have leading market share in the organizedspace, which has been growing steadily over the last few years. Our sheer size enables us to secure the best possible dealsfrom airlines, hotels and other vendors, which in turn enables us to offer the best value proposition to the Indiantraveller.

Our franchisee model has helped us grow at rates far ahead of the industry. Treating our partners with fairness andrewarding them for performance is the cornerstone of our competitive strategy. We believe the franchisee model is theideal 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% overthe last five years. We expect this trend to intensify as a progressive attitude and global outlook gets entrenched withinthe Indian consumer’s mind-set.

India’s outbound travel market is growing at a rapid rate. Indian consumers have more disposable income and a highlyprogressive outlook. Combined with our under-travelled past, India is a highly underpenetrated market for outboundtourism. Only 16.6 million people travelled overseas in 2013 as per the Government of India’s Bureau of Immigration. Alarge proportion of these travellers include contract labourers going overseas, business travellers, students and Indiansvisiting friends and family abroad etc. The true holiday-travel market remains in a fledgling state, and we expect it togrow 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 areincreasingly confident about travelling outside India. Group overseas travel packages are popular for a variety ofreasons; viz. time-and-cost efficiency, a sense of security, language barriers, food preferences, and of course the pleasureof 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 strongconsumer recall. We try to ensure the best possible value for our customers by using our buying power with vendors tosecure the best deals. We also provide the security of the Cox & Kings global network of personnel on the ground as wellas our numerous vendors across the world who are ready to come to the aid of our guests overseas in case of need. Weprovide complete end-to-end solutions and hassle-free travel to our customers, which enable them to enjoy theirholiday to the full extent. We also provide tailor-made solutions to suit the needs of particular communities, for e.g. AmhiTravelkar targeted at the Marathi community and Gaurav Yatra targeted at the Jain community. With customers increasinglypreferring to shift from the unorganized space to the organized space over the medium term, we are in pole position tobenefit 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 premiumend of the market here. Near-term challenges remain in the industry, as competitor countries in Asia are investing farmore in attracting tourists to their shores. India will need to invest considerably in its soft and hard infrastructure overthe 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$7.6trillion (9.8% of global GDP) in 2014 and generated 277 million jobs (1 in 11), of which 105 million were direct, accordingto the World Travel + Tourism Council (WTTC). Each tourism job almost triples upon itself by way of knock - on effects.



Yet, currently, India’s total direct, indirect and induced impact from tourism is only 6.7% of GDP, while the total number ofpeople employed directly and indirectly in the sector stood at 37 million, according to WTTC. Clearly India can do muchbetter. Even a small country like Cambodia derives a comparable 29.9% of its GDP and 26.4% of its employment fromtourism. Our inbound tourist numbers are relatively low at ~7.0 million in 2014 (Singapore, for example, receives 10.6million), according to WTTC. Overall receipts from tourism are also at a relatively low US$20 billion per annum; thiscompared 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 firststep, it has operationalized electronic visa on arrival for visitors from a large number of countries. This may provide asmall fillip to our inbound tourism market in the near term. However, in the medium to long term, more concrete stepstowards boosting India’s soft and hard infrastructure will be needed in order to deliver the kind of tourist volumes thatare befitting of a country of our size and potential. In terms of soft infrastructure, security, sanitation, hygiene andcleanliness 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 settlementsas 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 canboast of such richness. Regardless of the near-term outlook, we believe our India inbound business can potentially be akey growth driver over the coming decades.

MICE

Meetings, incentives, conferences and events (MICE) as a business has tremendous growth and profit potential andCox & Kings is uniquely positioned to capitalize on the opportunities in this space. MICE tourists accounted for 18% oftotal Outbound tourists out of India, as per a 2010 study conducted by the National Council of Applied EconomicResearch on MICE tourism. Today, corporate customers are increasingly seeing MICE as part and parcel of businessoperations, versus earlier when it was seen as discretionary spending. The change in attitude will see this segmentcontinuing 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, asindividuals 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 segmentsover the last few years, and in particular, has been an area where we believe we have significantly outperformedcompetition. We see high potential for growth in Domestic Tourism over the medium term as Indians are increasinglycurious to explore their own vast and glorious country. Indians are also much hardier travellers within India and are noteasily perturbed by the potential vagaries that may crop up from time to time. Short-haul and weekend trips in particularare becoming more popular, and such trips are increasingly being taken off-season thanks to deft packaging andattractive offers. Our Bharat Deko brand is a market leader and holds significant brand equity among the mid to massmarket.

Business Travel

Our business travel division provides travel and travel-related services to corporates. This encompasses domestic andinternational flight tickets, rail tickets, bus tickets, private car-hire or taxi services, as well as travel insurance and alliedtravel-related services. This business is growing steadily along with the natural growth in corporate travel in India. Wehave a well-entrenched position with our corporate customers. Corporates like us for our efficient service; implants onlocation make it easier to interface and execute complex business itineraries in a customized and flexible manner. Wehave 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 aswell as the issue of travel cards for purposes of safety and ease-of-use abroad. Our all-India presence, captive customerbase and highly competitive rates give us an edge that will allow us to grow at a healthy pace in the future.


Awards (Leisure - India)

• Mr. Peter Kerkar, Director, Cox & Kings Ltd was honoured by The British Travel and Hospitality Hall of Fame as one ofthe 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 InternationalAwards 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 between1 July 2014 and 31 December 2014 by Meetings & Exhibitions Hong Kong (MEHK) – the MICE division of the HKTB, aspart 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 Entrepreneursin Sport), which is the global education and training partnership between Liverpool Football Club and LondonSchool of Business & Finance (LSBF). With this, Cox and Kings will be eligible to promote and sell combined educationaland football programmes across India and Dubai. Children and young people aged 11-17 years can attend thecampus in England for anything from one week to eight weeks. Each full programme is for two weeks and costsapproximately £1170 (approx. `1.20 lakh) per week. The fees will include English Language Tuition, ProfessionalCoaching from Liverpool Football Club Coaches, On-site accommodation, all meals each day, LFC certification andgraduation, evening activities and weekend excursions, including an exclusive behind the scenes tour to LFC’s homeground 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 sharetheir adventures and experiences on blogs etc.

• MTDC appointed Cox & Kings Ltd as its outsourced partner to operate the luxury train, Deccan Odyssey, from October2014 onwards. The partnership covers full management of on-board and off board services, sales, marketing andoperational 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’ thathelps customers save almost `50,000/- on up to three domestic holidays if they plan and book in advance. When atraveller books his holidays within the offer period, he/she gets the benefit of increased discounts, not just on thecurrent 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 forsummer, 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 EBITDAgrew 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 fromApril 2015, a stronger pound, and stability in U.K. politics. Over the long term, we expect this business to continue to growin line with the world travel market.

Our Leisure – International business comprises of a plethora of award-winning brands and products. Although thisbusiness has historically grown at a slower rate than our other businesses, it occupies a niche position in several marketsand 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 overallnet revenues. Our U.S., Australia and U.A.E. businesses account for about ~10% each, while Japan and others make up therest. The diversified nature of revenue streams by product lines and geographies makes this business an important cogin 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 andautomotives, according to WTTC. Globally, there is a discernible trend towards travel as a means of personal growth andenrichment. Global foreign visitor exports and foreign tourist arrivals are forecast to grow by ~4.3% p.a. over 2015e-2015f.



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. over2015-25, 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 adventureholidays, 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


• British Travel Awards to Cox & Kings Travel Ltd, for “Best Holiday Company to Middle East


• 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 mostdeveloped education systems in the world. We run a number of experimental learning businesses, and their attendantbrands, catering to both primary school students as well as secondary school students. Our brands such as PGL and NSTare five decades old and are household names in the UK. The Education business is now the company’s biggest EBITDAcontributor (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 campusesin 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 inthe UK for about 3-4 days (average revenue per bed night of ~GBP66) and partake in a range of activities. We are marketleaders in this business; state-funded school students account for the bulk of our net revenues, with private schoolstudents 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 toseasonal factors. More particularly, in the peak winter (Nov-Feb) there is insufficient sunlight to conduct many of ouractivities for children. Also, during the UK summer holiday months of mid-July-to-end-August we naturally see a


drop-off in the number of school guests. On weekends too we have lower capacity utilization throughout the year. Weare aiming to drive higher capacity utilization at our campuses through a host of measures, particularly during thesummer-holiday period and the weekends. We are also attempting to drive utilization during the shoulder periods ofwinter to maximise revenue. To this end, some of the programs we conduct include residential programs for Browniesand Scouts, English-as-a-foreign-language programs for foreign students, National Citizenship Service programs foryoungsters, soccer camps, dance camps, netball camps, and facilities for parents to drop off their kids for short periods. Itwill 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-growingmarkets. We are also always on the look-out for attractive new campuses to buy or lease. There is plenty of room for usto 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 negativeworking capital, i.e. the activities are paid for before the children arrive, and thereby enjoys a high rate of return on capitalemployed.

The outlook is robust over the medium term for a number of reasons, not least of all because of a mini baby boom in theUK. The Department for Education sees a 12% increase in the pupil population over the period 2014-2023f; pupilpopulations are forecast to reach levels last seen in the late 1970s. PGL is also gaining market share, mainly at the expenseof the campuses run by local educational authorities (about 193 in number), which have been facing budget cuts. PGL istargeting 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 runningtwo owned campuses in Australia which we believe is a very attractive market for the medium term. The performance ofthe 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 netrevenues 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 Easterholiday periods within the same financial year.

NST is a 49-year-old brand which conducts experiential learning tours mainly for secondary school children (averagegroup size of ~36 students) in the UK. We conduct more than 60 types of trips with detailed itineraries decided inconsultation 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 perstudent works out to >GBP400.

EST and StudyLink take UK higher-secondary school students and university students, respectively, on study visits andexcursions (both within-country as well as outside) with the aim of enhancing their understanding of their core subjectmatter. 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 Germanyouth, including gap-year placements.

We are pioneers in the education travel sector. We believe the future of education involves far greater emphasis onexperiential learning and applied thought, as against learning through textbooks in the past. We have a tremendousopportunity before us to apply our experience of delivering NST/EST/StudyLink/TravelWorks in the UK and Germany byintroducing 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 expectMeininger to play a pivotal role in the renaissance of travel experience in Europe. Meininger’s unique selling propositionis 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 anda hostel. We offer twin-bed rooms, 3-bed rooms, 4-bed rooms, 8-bed rooms or dorm-style accommodation at our 16hotels in Europe, mainly concentrated in Germany and Austria. It is a tremendous value proposition for our guests, which



helped us to drive bed occupancy of 75% in FY15. We believe profit growth in this business is limited only by the speedat which we can set up new hotels. We are following an asset-light strategy, wherein we focus purely on running thehotel; the land and building are owned by a landlord to whom we pay an annual lease rental. Landlords hold us in highregard, because we have been paying our rent even during lean years and during period of low occupancy. We typicallylease 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 by420bps 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 Meiningersoverall 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 ownWeb 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 orwarm up food brought from out. They even have access to laundry facilities on the premises. Since we target youngerguests, wifi comes free with the stay. Breakfast is outsourced and is charged to guests at a competitive rate. Families thatstay at our Meininger hotels enjoy the four-bed-with-bathroom-en-suite configuration. Businessmen like our centrallocations and our clean, no-fuss offering. Individual travellers also enjoy our convivial atmosphere and easy access totourist hotspots.

Meininger’s low capital intensity and high occupancy make it a business that is uniquely high on parameters such asreturn on capital invested. Many of our hotels are old hotels which have been renovated, refurbished, re-fitted andconverted into a Meininger hotel. Our main capital investment is only in the soft furnishings at the hotel, including thebeds.

We believe Meininger will be a significant growth driver for the company over the medium to long term. There is a largevacuum in the branded hotel rooms market in Europe. A large proportion of the hotel room inventory in Europe belongsto ‘mom & pop’ establishments where service levels are low and declining. The hybrid hotel sector is attracting growthcapital as investors increasingly see the size of the extant opportunity; the business has proved to be resilient even in theface 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 investmenttrust (REIT) Fonciere des Murs (FDM), a sub-fund of Fonciere des Regions. FDM has committed to buy properties worthEUR400m throughout Europe over the next four years as identified by Meininger. Each property may take between 6-30months to come into operation once the landlord has completed the purchase and the lease is signed. We currently runabout 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 generatedrevenues of `86 crores in FY15 versus `32 crores in FY14. The business reported an EBITDA loss of `46 crores in FY15 versusan EBITDA loss of `22 crores in FY14. For the full year FY15 we incurred some sizeable start-up costs associated with amarquee 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 inKuwait and planning to visit India.

• CKGS announced the opening of Vietnam Visa Application Centre (VAC) in Kolkata, wherein The Embassy of theSocialist 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 handswith CKGS, to open visa camps to facilitate visa processing for those residing in the Tristate area.


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, mainlydue to the sale of the Camping business. The net block of the company primarily relates to our land and buildingownership 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 saleof Camping business (`552 crores) and partly due to a reduction in the value of goodwill held at UK subsidiary level dueto the ` strengthening against the GBP (`229 crores).

Debt profile

` in lakhs


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 takenby the company during the year resulted in prepayment of a substantial portion of the company’s acquisition-relatedborrowings. Net debt too fell by `1,830 crores y-o-y, or 44%, to `2,375 crores as of March 31, 2015. The reduction wasprimarily on account of (1) Qualified institutional placement of equity shares worth gross `1,000 crores in November2014, (2) Sale proceeds from the sale of Camping business (gross consideration GBP 89.2m), (3) Warrant application moneyfrom promoters to the extent of `56 crores, (4) Reduction in value of foreign currency debt in ` terms (`161 crores) dueto appreciation of rupee, all of which were negated by (1) increase in working capital to the extent of `387 crores. Our netdebt to Shareholder’s funds ratio has reduced from 1.6x in FY14 to 0.7x in FY15.



Shareholders’ funds

` in lakhs


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 `782crores, in FY15 to `3,357 crores as of March 31, 2015, mainly due to the `1,000 crores (gross) QIP placement. Minorityinterests fell by `66 crores y-o-y to `754 crores due to losses at the Prometheon Holdings (UK) subsidiary level, owing tothe 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


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 accountof a reduction in short-term loans & advances.

Current liabilities (excluding short-term borrowings)

` in lakhs


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 dueto a reduction in Income received in advance (i.e. unearned revenue). FY14 had a larger income received in advance dueto the timing of Easter.

It is important to bear in mind while analysing our current assets and current liabilities that these numbers represent thegross value of the transactions at hand on that date. By contrast, our Profit & Loss account including revenue line itemsare reported on the basis of net revenues, or our commission on these transactions. To elaborate further, net revenues arecalculated as gross sales less direct expenses like air tickets, hotels, ground services and distribution commissions.


Results of operations

` in lakhs


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, totalincome rose 15% y-o-y to `2,271 crores from `1,973 crores in the prior year. More details on growth in income have beengiven hereinbefore.

Expenditure

` in lakhs


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 orlosses 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 inFY15, 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 `1,064crores.

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-yfrom `439 crores in FY14.

Finance costs were stable y-o-y at `324 crores. Depreciation and amortization expenses came in at `198 crores from `171crores in the prior year. Depreciation and amortization expenses may fall in FY16 owing to the sale of Camping businesswhich accounted for depreciation of `83 crores in FY15.



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 by76% 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 prepaidout 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 interestsmade a profit of `64 crores in FY14. The minority interest is attributable to the share of the Rohatyn Group in PrometheonHoldings (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


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 workingcapital 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. unearnedrevenue), 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 fixedasset 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 ofloans `(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


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 across23 countries, every day we undertake thousands of unique transactions in multiple global currencies. To ensure ourseamless working, we have developed a robust risk management framework containing requisite de-risking policies andstrategies. A few of these include:


Brand Risk:

• Our growth will depend on our ability to sustain our brand and failure to do so will have a negative impact on ourability to compete in this industry and grow.

• Risk Mitigation Strategy: Every year, we take several marketing measures to build and promote our brand. Weunderstand that sustaining of our brand positioning would be strongly linked to our ability to provide high qualityservice 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 understandthat interest rates can change and hence maintain comfortable interest coverage ratio. We took numerous stepsduring the year to reduce our debt and therefore interest costs. We brought our net debt to Shareholders’ funds ratiodown 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 Campingand excluding forex gains or losses). Our interest coverage ratio (EBIT excluding forex gains or losses/Interestexpense) 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, whileIndia inbound revenues are denominated in U.S. Dollars, Euro and Pound Sterling, among other. Fluctuations inexchange 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 partnersor incur expenses in. Most of our interest outgo is also in the currency we earn and hence to a large extent isnaturally hedged. On our USD debt, which is proportionally larger than our revenues in USD, we have taken hedgecover.

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 segmentsand are amongst the leading players in most geography that we operate in. Through our consistent investment inbrand, 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 slowdownin 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 addedconsiderable resilience to our business model. Additionally, our core education business is considerably moreresilient 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 ourprofitability. We have developed employee friendly policies and make consistent investments to attract, nurture andretain industry best talent.

Internal control system

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



Human capital

We strongly believe that our sustenance and profitability is strongly linked to our ability to attract, nurture and retainindustry best talent. For the very same reason, we have been consistently investing in our employees across all levels, invarious ways.

Through our extensive induction program, we help our new employees to blend into existing system with a strongpositive mindset. The new joinees, through a mix of well-developed training and interactive programs, are familiarizedwith 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 confidenceand become a more effective team player. Keeping in mind the highly dynamic nature of the industry, during the year weconducted training on self-development, personality enhancement, smart selling, team building and team managementacross most major branches. We also conduct regular IT training programs to familiarize our employees with newsystems 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 ifany, to bring about a wave of positive learning and to groom them become leaders in their own right. In addition tomultitude of internal workshops that we conduct every year, we also actively invest in external management programsespecially for our middle and senior management. A few of the external training program conducted during theyear 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 anobjective to help employees gain smart selling skills, improve the quality of their interactions especially withcustomer.

- Basic Leadership Program – A two day program focused on developing leadership skills for the new leaders as wellas pre-existing leaders of the organization. The program included 65% leaders of Cox and Kings and demonstratedways to enhance basic managerial skills, coaching skills, team building skills, time management skills, quality, andmotivation.

- The 7 Habits of Highly Effective People Signature Program: Conducted with an objective of making individuals andleaders more effective and thereby helping organization achieve sustained superior results. Twenty two of oursenior management employees gained valuable insights on topics like, how to achieve greater productivity, improvecommunication, strengthen relationships, increase their sphere of influence, and develop laser-like focus on criticalpriorities 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 developmentstrategy. 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 individualbusiness 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 outstandingwork 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 theirsuccessful completion of 5 years, 10 year, 15 years+ with the Company.


Fast growth and expansion may at times lead to unintentional overlooking of possible discontentment. We believe thatit is important to identify concerns early and take appropriate corrective actions. For the same reason our employeesexperience strong connect with not just their immediate superior but also our senior leaders. We also conduct skip levelmeetings where our HR Head connects with the staff across all grades at individual business unit level. In this interactivesession our leaders put themselves mostly in listen mode to get staff views, suggestions and thoughts on how toimprove 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 travelindustry. We will expand our franchise network judiciously within India, while boosting our global agent network. We willcontinue to consolidate our global buying power; higher volumes lead to greater bargaining power with suppliers. Wewill expand our powerful Education brands into newer geographies. We will also further entrench the Meininger brandin Europe while introducing it into newer markets. On the whole, your company is less likely to be severely affected byadverse 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 exercisesof the last one year will lead to lower interest costs in FY16.



Directors’ Report

Dear Shareholders,

Your Directors are pleased to present the 75th Annual Report and the audited financial statement for the financial yearended 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 fromthe profits of the financial year ended March 31st, 2015, subject to the approval of the shareholders at the ensuing AnnualGeneral 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 totaloutflow of ` 2047 Lacs.

The dividend will be paid to members whose names appear in the Register of Members as on 18th September, 2015. Inrespect of shares held in dematerialised form, it will be paid to members whose names are furnished by NationalSecurities 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 paysustainable dividend linked to long-term performance, keeping in view the Company’s need for capital for its growthplans 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 especiallystrong 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 Companystrengthened the Balance Sheet through strategic divestitures and a qualified institutional placement (QIP) of equityshares; 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 exceptionalitems 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 ofincome 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 oncancellation 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 grew14% 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 usfor our wide bouquet of travel destination choices delivered across multiple price points. Today C&K operates throughour powerful network of 12 own stores, 142 franchisees and 90 preferred sales agents. Your Company’s market share hasbeen growing steadily over the last few years as we grow at rates faster than the industry. Your Company sheer size


enables us to secure the best possible deals from airlines, hotels and other vendors, which in turn enables the Companyto 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 relationshipwith key customers. Meetings, incentives, conferences and events (MICE) are now a routine part of corporate culture andwe see a bright future for this business as the economy grows. We are also very strong in Business Travel, offering thebest-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 significantgrowth 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 EBITDAgrew 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 fromApril 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 inseveral markets and produces a steady stream of cash flow. Leisure – International also enjoys a substantial amount ofrepeat 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. Inrecent years, the global travel market has outpaced so called ‘hot’ sectors such as financial services, healthcare andautomotives, according to WTTC. More tourists than ever are crossing international borders every year, 1.14 billion in 2014alone. 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 overallnet revenues. Your Company U.S., Australia and U.A.E. businesses account for about ~10% each, while Japan and othersmake up the rest. The diversified nature of revenue streams by product lines and geographies makes this business animportant cog in the wheel.

Education

Education business grew strongly in FY15. Net revenues were up 19% at `640 crores, while EBITDA grew 16% to `262crores, 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 authoritiessuffer 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 increasingour capacity utilization during the weekends. The performance of the Australia division, now in its second year ofoperation, 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 withinone financial year.

The long-term outlook for Education business is robust for a number of reasons, not least of all because of a mini babyboom 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 experientiallearning. The classroom method of learning is increasingly redundant in the 21st century and we intend to capitalize onthe tremendous organic growth opportunities in this business by introducing our skills and brands in multiple geographiesover the medium term.

Meininger

The Meininger hybrid hotels business grew reasonably well in FY15. Net revenues were up 8% at `356 crores, whileEBITDA 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 tremendousvalue 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 tospearhead our expansion we have tied up with Europe’s largest real estate investment trust (REIT), Fonciere des Murs



(FDM). FDM has committed to buy properties worth EUR400m throughout Europe over the next four years, which will beconverted into Meininger hotels. We currently run ~7,000 beds and we intend to add aggressively over the next fouryears 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 missionsaround the world. This business generated revenues of `86 crores in FY15 versus `32 crores in FY14. The businessreported an EBITDA loss of `46 crores in FY15 versus an EBITDA loss of `22 crores in FY14. For the full year FY15 weincurred 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 FinancialStatement read with AS-23 on Accounting for Investments in Associates and AS-27 on Financial Reporting of Interest inJoint 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) ofthe Companies Act 2013, your Company has prepared the consolidated financial statements of the Company and all itssubsidiaries, which form part of the Annual Report. A report on the performance and financial position of each of thesubsidiaries, associates and joint venture companies as per the Companies Act, 2013 is provided to the consolidatedfinancial statement and hence not repeated here for the sake of brevity. Details of major subsidiaries of the Companyand their business operations during the year under review are covered in the Management’s Discussion and AnalysisReport.

The Policy for determining material subsidiaries as approved may be accessed on the Company’s website at the linkhttp://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 Limited2. Meininger Finance Co Limited3. Meininger Paris SCI4. 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


Other updates

a. Qualified Institutional Placement

During the year, under review your company successfully placed 3,27,87,000 equity shares through the process ofQualified 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. TheWarrants 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 footprintwith market leadership positions in its core business, the Company sold the Camping Division of its subsidiaryHolidaybreak Limited to Homair Vacances for a total consideration £89.2 mn in September 2014. The CampingDivision 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 addedits 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 centralbusiness 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 AustraliaCampaspe Downs is located on the outskirts of the Macedon Ranges, close to Kyneton an hour’s drive north fromMelbourne. PGL Campaspe Downs offers 350 beds. Local attractions include Hanging Rock, Organ Pipes National Parkand 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 operates25 centres in the UK, Europe & Australia.

e. Meininger

During the year, MEININGER Holding GmbH, subsidiary of the Company and Foncière des Régions, through itssubsidiary Foncière des Murs, formed a commercial partnership in respect of the sourcing by MEININGER andacquisition by Foncière des Régions of hotel property investment opportunities primarily in European gatewaycities, to be leased to and managed by MEININGER under the “MEININGER” brand. Primary cities targeted includeAmsterdam, 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 likelyto be popular are also planned for expansion.

MEININGER will operate these hotels under its brand in a lease structure. MEININGER will also provide other servicesappropriate to its brand.

f. Rating

CARE, the rating agency, has upgraded the rating of Long Term Bank Facilities and issue of Non-Convertible Debenturesof the Company to ‘CARE AA’ (Double A) from the exiting ‘CARE AA-’ (Double A Minus). Instruments with this ratingindicate 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 financialobligations and carry lowest credit risk.



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 toCitibank, N.A by the Company for its Global Depositary Receipt (GDR) program. The GDR of the Company are listed onLuxembourg Stock Exchange.

h. Completion of comprehensive refinancing

During the year under review, Holidaybreak Limited completed a comprehensive refinancing of Holidaybreak Limitedand Prometheon Holding (UK) Limited banking facilities. The new £245 millon facility is provided jointly by Holidaybreak’sexisting lenders and new lenders.

The refinancing removes legacy acquisition finance debt, reduces finance costs, simplifies considerably the borrowingarrangements, enhances covenant flexibility, extends the maturity to September 2019 and September 2020, anddiversifies the sources of lending. Prometheon Holding (UK) Limited debt facilities have been repaid in full and as aconsequence 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 in2011 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, refinancedUS$ 200 millon facility for a tenor upto 2021. The debt replacement plan achieves following key benefits for thecompany:–

1. The loans being repaid had an average maturity of 2.50 years whereas the new loan has an average maturityof 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 haddirected both the parties to go for arbitration. The arbitration proceeding has been initiated by your Company andat 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. ABMGood, Director of the Company, retire by rotation at the ensuing Annual General Meeting and being eligible have offeredhimself for re-appointment.

Declaration by Independent Directors: The Company has received declarations from all the Independent Directors of theCompany confirming that they meet the criteria of independence as prescribed both under the Act and Clause 49 of theListing 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-executivedirectors and executive directors. The evaluation of all the Directors and the Board was conducted based on the criteriaand framework adopted by the Board. The Board approved the evaluation results as collated by the nomination andremuneration committee.

Board Evaluation Process

The performance evaluation of the Board, its Committees and individual Directors was conducted and the same wasbased on questionnaire and feedback from all the Directors on the Board as a whole, its Committees and individualDirectors.

The Chairperson of the “Nomination and Remuneration Committee” (NRC) held discussions with each of the Directors ofthe Company and obtained their feedback on overall Board effectiveness as well as on each of the other Directors. Basedon the questionnaire and feedback, the performance of every Director was evaluated in the meeting of the NRC.


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 serviceoffering, 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, responsibilitiesin the Company, nature of the industry in which the Company operates, business model of the Company and relatedmatters 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 thata 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. TheBoard 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 reporton 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’ ResponsibilityStatement, it is hereby confirmed that:

(a) In the preparation of the annual accounts, the applicable accounting standards had been followed along withproper explanation relating to material departures;

(b) the directors had selected such accounting policies and applied them consistently and made judgments andestimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company atthe 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 accordancewith the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraudand 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 thecompany 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 thatsuch systems were adequate and operating effectively.



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 Agreementand Section 177 of the Companies Act 2013. The Audit Committee oversees of the Company’s financial reportingprocess and the disclosure of its financial information to ensure that the financial statements are correct, sufficientand 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’stransfer of securities and redressal of shareholders’/investors’/security holders’ complaints. The Committee alsomonitors the implementation and compliance with the Company’s Code of Conduct for Prohibition of InsiderTrading.

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



c. Nomination and Remuneration Committee

The Nomination and Remuneration Committee shall identify persons who are qualified to become directors andwho may be appointed in senior management in accordance with the criteria laid down, recommend to the Boardtheir appointment and removal and shall carry out evaluation of every director’s performance. The Committee shallformulate the criteria for determining qualifications, positive attributes and independence of a director and recommendto 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


1 Mr. Pesi Patel (Chairman) Independent, Non Executive

2 Mr. M. Narayanan Independent, 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 atwww.coxandkings.com


D. Corporate Social Responsibility and Governance Committee

The Committee’s prime responsibility is to assist the Board in discharging its social responsibilities by way offormulating and monitoring implementation of the framework of ‘corporate social responsibility policy’, observepractices of Corporate Governance at all levels, and to suggest remedial measures wherever necessary.

Composition of the Committee


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 tothe requirements of the Companies Act, 2013 and Clause 49 of the Listing Agreement. The Committee’s primeresponsibility is to implement and monitor the risk management plan and policy of the Company. The Committee’sconstitution meets with the requirements of Clause 49 of the Listing Agreement.





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 ofthe 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 bewithin the prescribed limits under Section 141(3)(g) of the Companies Act, 2013 and they are not disqualified forre-appointment.

The notes on Financial Statement referred to in the Auditors’ Report are self explanatory and does not call for any furthercomment.

Secretarial Audit Report

The Board has appointed Mr. Virendra Bhatt, Practicing Company Secretary, to conduct Secretarial Audit of the Companyfor financial year 2014-15. The Secretarial Audit Report for the financial year ended March 31st, 2015 is annexed herewithas 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 duringthe year.

Management’s Discussion and Analysis Report

The Management’s Discussion and Analysis on Company’s performance – industry trends and other material changeswith respect to the Company and its subsidiaries pursuant to Clause 49 of the Listing Agreement is presented in aseparate 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 theirhealth and society at large. In particular, the Company focuses its efforts on promotion of education, promotion ofgender equality and empowering women, improving health especially amongst children, Ensuring environmental sustainabilityand Animal Welfare.



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

Extract of Annual Return

Pursuant to Section 92 of Companies Act 2013, every Company is required to prepare Annual Return for the previousfinancial year. Under subsection (3) of the said Section, it is also mandatory to enclose the extract of the Annual Returnwith 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 inthe ordinary course of business and on an arm’s length basis. During the year, the Company had not entered into anycontract/arrangement/transaction with related parties which could be considered material in accordance with the policyof 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 theBoard 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 relatedparty 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 whichthe loan or guarantee or security is proposed to be utilized by the recipient are provided in the standalone financialstatement (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 frameworkimproves decision making, defines opportunities and mitigates material events that may impact shareholder value. TheGroup’s risk management framework outlines risk management processes by way of a guideline for adoption across thevarious businesses, helping in identifying, assessing and mitigating risks that could materially impact the individualentity’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 employeesto report genuine concerns and shall provide for adequate safeguard against victimisation of persons who use suchmechanism. It further states that the company shall make provisions for direct access to the chairperson of the AuditCommittee in appropriate or exceptional cases. Accordingly, your Company has framed a Whistleblower Policy to ensurethat complaints are resolved quickly in an informal and conciliatory manner, confidentiality is maintained and both thecomplainant and the person against whom the complaint is made are protected. The whistle blower policy may beaccessed 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”) withinthe 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 businessoperations; wherein controls are in place and operating effectively and no material weaknesses exist. Your Company hasa process in place to continuously monitor the existing controls and identify gaps, if any, and implement new and/orimproved controls wherever the effect of such gaps would have a material effect on the Company’s operation.


Corporate Governance

The Company is committed to maintain the highest standards of Corporate Governance and adhere to the CorporateGovernance requirements set out by SEBI. The Report on Corporate Governance as stipulated under Clause 49 of theListing Agreement forms part of the Report.

The requisite Certificate from the Auditors of the Company confirming compliance with the conditions of CorporateGovernance 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 Remunerationof 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, companysecretary 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% to12%, 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 linkedto Business Unit’s performance, organization’s performance and an individual’s performance.



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 ofJune 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 approximately8%, 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 ofthe Company.

The remuneration to non Executive Directors involves sitting fees for attending meeting of the Board and Committeesand 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


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 separateannexure forming part of this report. Further, the report and the accounts are being sent to the members excludingthe aforesaid annexure. In terms of section 136 of the Act, the said annexure is open for inspection at the RegisteredOffice of the Company. Any shareholder interested in obtaining a copy of the same may write to the CompanySecretary.

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 tobe 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 InternationalAwards 2014

• Mr. Peter Kerkar, Director, Cox & Kings Ltd was honoured by The British Travel and Hospitality Hall of Fame as one ofthe 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 Kongbetween 1 July 2014 and 31 December 2014 by Meetings & Exhibitions Hong Kong (MEHK) – the MICE division of theHKTB, 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



• 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 MeiningerWien 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, regulatoryand government authorities and Stock Exchanges for their consistent support and encouragement to the Company. TheDirectors also place on record their sincere appreciation to all employees of the Company for their hard work, dedicationand commitment. The enthusiasm and unstinting efforts of the employees have enabled the Company to remain at theforefront of the Industry.

For and on behalf of the Board of Directors

ABM Good

Chairman

Place : Mumbai

Date : 15th May 2015


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 andRemuneration 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 goodcorporate practices by Cox & Kings Limited. (Hereinafter called “the Company”). Secretarial Audit was conducted in amanner that provides me a reasonable basis for evaluating the corporate conducts/statutory compliances and expressingmy opinion thereon.

Based on our verification of the Cox & Kings Limited books, papers, minute books, forms and returns filed and otherrecords maintained by the Company and also the information provided by the Company, its officers, agents and authorizedrepresentatives during the conduct of secretarial audit, I hereby report that in my opinion, the Company has, during theaudit period covering the financial year ended on March 31, 2015 generally complied with the statutory provisions listedhereunder:

I have examined the books, papers, minutes books, forms and returns filed and other records maintained by Cox & KingsLimited (“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 ofForeign Direct Investment, Overseas Direct Investment and External Commercial Borrowings - Not Applicableduring 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 StockPurchase 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 Applicableduring the audit period; and

(h) The Securities and Exchange Board of India (Buyback of Securities) Regulations,1998 - Not Applicableduring the audit period;



(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 financialfigures for, Sales Tax, Wealth Tax, Value Added Tax, Related Party Transactions, Provident Fund, ESIC, etc. as disclosed underfinancial 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 toschedule the Board Meetings, agenda and detailed notes on agenda were sent at least seven days in advance, and asystem exists for seeking and obtaining further information and clarifications on agenda items before the meeting andfor meaningful participation at the meeting.

I further report that as per the information provided majority decision is carried through while the dissenting membersviews 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 andoperations 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 includesmaintenance of statutory registers/files required by the concerned authorities and internal control of the concerneddepartment.

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 – 1157Date : 15th May, 2015 COP No – 124


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 Implementingfulfilment of travel health care Maharashtra agency -wishes of sick children, and sanitation Cox & Kingsbuys gifts of their Foundationchoices etc. Donationto trusts that workswith families infected/affected by or at riskof HIV/AIDS, Contributiontowards mother & childcare projects at villages,organising BloodDonation, PlateletDonation,adoptingcancer patients undervarious scheme, theatreworkshops for visuallyimpaired children,works with leadinghospitals on variousprojects.

2 Education Promoting Maharashtra 14 13.70 13.70 Implementingworkings towards education agency-providing primary Cox & Kingseducation to under- Foundationprivileged girl children,donation towardsSchool AcademicSupport, Contributiontowards upkeep of theschool as well ascatering to thenutritional requirements

Annexure II



of the children, schoolfor children whodiagnosed with AutisticSpectrum Disorder,Developmental delays,Cognitive Disabilities &donation to variousinstitutions forpromoting education

3 Animal Welfare Measures for Faridabad 5 3.49 3.49 ImplementingPurchase of Animal the benefit of Maharashtra agency-Ambulance, Donation Animal Welfare Cox & Kingsto Animal’s Trusts. Foundation

4 Sports Welfare Promoting 10 10.4 10.4 ImplementingContribution towards Sports Welfare agency-promotion of certain Cox & Kingsnationally recognised Foundationsports, includingSponsorship, fundsraised for the NGO topromote sports.

5 Society Welfare Measures for Darjeeling 0.45 0.43 0.43 ImplementingWork towards rights of the benefit of Maharashtra agency-marginalized communities Society West Bengal Cox & Kings& Vulnerable people to Foundationmake them self reliant& support for projecton climbing sherpas &their families inDarjeeling

6 Contribution to Cox & Measures for Maharashtra 240.98 240.98 240.98 ImplementingKings Foundation and the benefit of agency-other Trusts engaged Society Cox & Kingsin socio-economic Foundationdevelopment & reliefwork, contributiontowards providinglivelihood in a locallyappropriate andenvironmentallysustainable mannerthrough formation ofSelf Help, Groups forwomen empowerment,Vocational training.

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 throughor other project or programs reporting implementation

2. Specify the or program Sub-heads: period agencystate and wise 1. Direct

district where expenditureprojects or on projects

programs were or programsundertaken 2. Overheads


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 SeleniumRegistrar 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 4EEManagementServices 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 4EELimited

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 4EEHolidays Ltd.

11 Cox & Kings 6th Floor, 30 Millbank, - Subsidiary 100% 2(87)Tours Ltd. London, SW IP 4EE

Annexure III to Directors Report



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, KARAMADUBAI – 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 038988Services 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 GHAFLILLC Dubai BUILDINGKARAMA,

DUBAI – UAE

25. Cox & Kings 235, West 23rd Street - Subsidiary 100% 2(87)Global Services 7th AvenueLLC, 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






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, 215069India. PhoneNo: 022- 22709100

31 CKGS Hellas, Abagworld Consultant - Subsidiary 100% 2(87)Sale - Owned 122, Vas.Sofia, Athens,LLP Co. (Formerly Greece 11525known 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, 182280India.

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





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 Isleof Man

63 Holidaybreak Schöneberger Straße 15, - Subsidiary 65.58% 2(87)Hotel Holdings 10963 Berlin, GermanyGmbH

64 Meininger Hotels Hartford Manor, - Subsidiary 65.58% 2(87)Limited formerly Greenbank Lane,Holidaybreak Hotel Northwich, CheshireHoldings Limited CW8 1HW

65 Holidaybreak Ltd Hartford Manor, Greenbank - Subsidiary 65.58% 2(87)Lane, Northwich, ChesireCW8 1HW




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, CheshireCW8 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, GermanyGmbH

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, GermanyReisevermittlungGmbH

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, NetherlandsAmstelstation 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 MeiningerLeipzig GmbH)

79 Meininger Berlin Schöneberger Straße 15, - Subsidiary 65.58% 2(87)Hauptbahnhof 10963 Berlin, GermanyGmbH

80 Meininger Brussels Schöneberger Straße 15, - Subsidiary 65.58% 2(87)GmbH (formerly 10963 Berlin, GermanyMeininger BerlinEuropaplatz GmbH)

81 Meininger City Columbusgasse 16 1100 - Subsidiary 65.58% 2(87)Hostels & Hotels Wien, AustriaGmbH

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, AustriaGmbH





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, GermanyGallery GmbH(Formerly MeiningerNürnberg Gmbh)

87 Meininger Schöneberger Straße 15, - Subsidiary 65.58% 2(87)Oranienburger 10963 Berlin, GermanyStraße GmbH

88 MEININGER Hotel Schöneberger Straße 15, - Subsidiary 65.58% 2(87)Berlin Tiergarten 10963 Berlin, GermanyGmbH formerlyMeiningerPostdamer PlatzGmbH

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, AustriaGmbH

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. BlackpoolFY4 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


99 NST Travel Group Discovery House - Subsidiary 65.58% 2(87)Limited Brooklands Way, Whitehills


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


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, CheshireCW8 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 GrandeRomaine. 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 7RELtd

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







120 Radius Global 7700 Wisconsin Avenue - Associate 29.60% 2(87)Travel Ltd Suite 400 Bethesda,

MD 20814 United States121 Adventure Travel 1853 Embarcadero, Suite - Associate 48% 2(87)

Experience Inc. 2C Oakland CA 94606 USA122 Tutors Direct Ltd - Associate 40% 2(87)123 Tute Education Ltd Unit 3, Chesney Court - Associate 40% 2(87)

Wrexham Technology ParkWrexham 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 0.84HUF

(b) Central 0 0 0 0.00 0 0 0 0.00 0.00Government/StateGovernment(s)

(c) Bodies 48,199,217 0 48,199,217 35.30 48,199,217 0 48,199,217 28.47 6.84Corporate

(d) Financial 0 0 0 0.00 0 0 0 0.00 0.00Institutions/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/ForeignIndividuals)

(b) Bodies 18,346,560 0 18,346,560 13.44 18,346,560 0 18,346,560 10.84 2.60Corporate

(c) Institutions 0 0 0 0.00 0 0 0 0.00 0.00




THE YEAR


SHARES SHARES


(d) Qualified 0 0 0 0.00 0 0 0 0.00 0.00ForeignInvestor

(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 0.36Funds/UTI

(b) Financial 4,473,192 0 4,473,192 3.28 4,615,357 0 4,615,357 2.73 0.55Institutions/Banks

(c) Central 0 0 0 0.00 0 0 0 0.00 0.00Government/StateGovernment(s)

(d) Venture 0 0 0 0.00 0 0 0 0.00 0.00Capital Funds

(e) Insurance 0 0 0 0.00 0 0 0 0.00 0.00Companies

(f) Foreign 26,279,999 0 26,279,999 19.25 61,718,347 0 61,718,347 36.45 -17.20InstitutionalInvestors

(g) Foreign 0 0 0 0.00 0 0 0 0.00 0.00VentureCapitalInvestors

(h) Qualified 0 0 0 0.00 0 0 0 0.00 0.00ForeignInvestor

(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 3.24Corporate



(b) Individuals 5,694,901 246 5,695,147 4.17 5,061,660 206 5,061,866 2.99 1.18(i) Individualsholdingnominal sharecapital upto` 1 lakh

(ii) Individuals 1,490,771 0 1,490,771 1.09 4,134,580 0 4,134,580 2.44 -1.35holdingnominal sharecapital inexcess of` 1 lakh

(c) Others

Clearing 216,870 0 2,16,870 0.16 36,253 0 36,253 0.02 0.14Member

Foreign 857,296 0 857,296 0.63 336,310 0 336,310 0.20 0.43Bodies

Non Resident 420,893 0 420,893 0.31 524,220 0 524,220 0.31 0.00Indians

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 0.00ForeignInvestor

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

DepositoryReceipts havebeen issued

(1) Promoterand PromoterGroup

(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) :



THE YEAR


SHARES SHARES



% Change

during the

year

(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

Shares held shares of Pledged/ Shares shares of Pledged/

the encumbered held the encumbered

Company to total Company to total

Shares Shares

1 Sneh Sadan Graphic 33,038,368 24.20 0 33,038,368 19.51 0 -4.69Services 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 -2.15Private Limited

4 Anthony Bruton 6,039,832 4.42 0 6,039,832 3.57 0 -0.86Meyrick 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 0.00Limited

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 0.00Private 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 inPromoters Shareholding during theyear specifying the reasons forincrease / 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








No. Holding


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 1.16Small Cap Equity Fund

Manulife Global Fund Asian 25,000 0 1,561,147 11-04-2014 1.14Small Cap Equity Fund

Manulife Global Fund Asian 0 2,00,000 1,761,147 02-05-2014 1.29Small Cap Equity Fund











Manulife Global Fund Asian 0 0 1,576,491 31-03-2015 0.93Small Cap Equity Fund

3 ICICI Prudential Life 0 0 6,571,310 31-03-2014 4.81Insurance Company Ltd

ICICI Prudential Life 200,000 0 6,371,310 02-05-2014 4.67Insurance Company Ltd


ICICI Prudential Life 0 1,00,000 6,261,310 16-05-2014 4.59Insurance Company Ltd









No. Holding















ICICI Prudential Life 0 20,280 4,833,891 13-03-2015 2.85Insurance Company Ltd



4 Reliance Capital Trustee 0 0 2,500,000 31-03-2014 1.83Co Ltd A/c-Reliance Regul

Reliance Capital Trustee 200,000 0 2,300,000 04-04-2014 1.68Co Ltd A/c-Reliance Regul














Reliance Capital Trustee 0 0 1,100,000 31-03-2015 0.65Co 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 0 1,425,346 11,017,346 05-12-2014 6.51




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 185,000 0 975,000 22-08-2014 0.71(Mauritius) Limited






No. Holding



No. Holding




Doric Asia Pacific Small Cap 50,000 0 975,000 09-01-2015 0.58(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 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 1,000,000 0 3,008,000 23-01-2015 1.78



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 1.90of India

Life Insurance Corporation 20,000 0 2,580,000 17-10-2014 1.89of India





Life Insurance Corporation 0 0 1,704,821 31-03-2015 1.01of India




No. Holding

9 Copthall Mauritius 0 0 2,014,000 31-03-2014 1.48Investment Limited

Copthall Mauritius 0 60,000 2,074,000 30-09-2014 1.52Investment Limited





Copthall Mauritius 0 0 3,126,000 31-03-2015 1.85Investment 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 895 0 525,718 16-05-2014 0.39



Edelweiss Securities Ltd 1,390 0 3,90,095 06-06-2014 0.29








Edelweiss Securities Ltd 28,042 0 0 01-08-2014 0.00

Edelweiss Securities Ltd 0 118 118 08-08-2014 0.00




































(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


No. Holding



(in `)

V. INDEBTEDNESS ` in Lakhs

Secured Loans Unsecured Total

excluding deposits Loans Deposits Indebtedness

Indebtedness at the beginning of theFinancial 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 theFinancial 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 theFinancial 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

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 2,904,387section 17(1) of the Income-tax Act, 1961

(b) Value of perquisites u/s 17(2) 39,600 0 0Income-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 thenet profit of the

Companycalculated as per

Section 198 of theCompanies Act, 2013


NIL

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/ - - 180,000 210,000 200,000 590,000committee 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 ManagerialRemuneration

Overall Ceiling as per ` 224.06 Lakhs (being 1% of the net profit of the Company calculated as perthe 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 inDefault

Penalty

punishment

compounding



In accordance with Clause 49 of the Listing Agreement with BSE Limited (BSE) and the National Stock Exchange of IndiaLimited (NSE), the report containing the details of Corporate Governance systems and processes at Cox & Kings Limited isas 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 allstakeholders. 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 tovalue creation emanates from our belief that sound governance system, based on relationship and trust, is integral tocreating 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 beingmanaged 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 thedynamic culture and positive mindset of the organisation. We are committed to meet the aspirations of all ourstakeholders. This is demonstrated in shareholder returns, high credit ratings, governance processes and an entrepreneurialperformance focused work environment.

The essence of Corporate Governance lies in promoting and maintaining integrity, transparency and accountability inthe management’s higher echelons. The demands of Corporate Governance require professionals to raise theircompetence and capability levels to meet the expectations in managing the enterprise and its resources effectivelywith the highest standards of ethics. It has thus become crucial to foster and sustain a culture that integrates allcomponents 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 valuecreation. It is an upward-moving target that we collectively strive towards achieving and we believe that yourCompany shall go beyond adherence to regulatory framework. Accordingly C&K corporate structure, business anddisclosure practices have been aligned to its Corporate Governance Philosophy. Transparency, accountability, fairnessand intensive communication with stakeholders are integral to C&K functioning. Your Company believe in systemdriven performance and performance oriented systems. We accord highest priority to these systems and protect theinterests 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 areNon-Executive Directors and three are Independent Directors. The composition of the Board is in conformity withClause 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 orChairman of more than five Committee across all the public companies in which they are Directors. Necessarydisclosures regarding Committee positions in other public companies as on March 31, 2015 have been made by theDirectors.

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 inforeign 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 RelationshipCommittee in all public limited companies has been considered.

Report on Corporate Governance


No Director is inter se related to any other Director on the Board, except Mr. Peter Kerkar and Ms. Urrshila Kerkar whoare 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 namein which they hold Directorship, Memberships/Chairmanship of Board Committees and shareholding in the Companyare 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 everyconstituent of the system. The Company’s shareholders appoint the Board of Directors, which in turn governs theCompany.

The Board of Directors looks after the affairs of the Company, and are in a position of trust. The Board of Directors’ keypurpose is to ensure the Company’s prosperity by collectively directing the Company’s affairs, whilst meeting the longterm interests of its shareholders and stakeholders.

The Board has established 5 Committees to discharge its responsibilities in an effective manner. C&K Companysecretary 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 tocorporate governance, corporate social responsibility and corporate ethics. The Board also provides and evaluates thestrategic direction of the Company, management policies and their effectiveness and ensures that the long-terminterests of the shareholders are being served. The Board of Directors is assisted by the Senior Management Personnelin overseeing the functional matters of the Company. The Internal Guidelines for Board/Board Committee meetingsfacilitate 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, distinctiveand responsible. We adhere to ethical standards to ensure integrity, transparency, independence and accountability indealing with all stakeholders. Therefore, we have adopted various codes and policies to carry out our duties in anethical 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 RegisteredOffice in Mumbai. The notice confirming the meeting and the detailed agenda is sent 7 days in advance to all theDirectors. Senior Management of the Company is invited to attend the Board Meetings, to make presentations andprovide clarifications as and when required. The Board meets at least once a quarter to review the quarterly performanceand approves the financial results.

All material information is incorporated in the Agenda for facilitating meaningful and focused discussions at themeeting. Where it is not practicable to attach any document to the agenda, the same is tabled before the meeting withspecific reference to this effect in the Agenda. In special and exceptional circumstances, additional or supplementaryitem(s) on the Agenda are permitted.

The Company Secretary records the minutes of the proceedings of each Board and Committee meeting. Draft minutesare circulated to all the members of the Board/Committee for their comments. The minutes are entered in the MinutesBook within 30 days from conclusion of each meeting.

The important decisions taken at the Board/Committee meetings are communicated to the departments/divisions



concerned promptly. Action taken report on the decision/minutes of the previous meeting(s) is placed at the immediatelysucceeding 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 responsiblefor and is required to ensure adherence to all the applicable laws and regulations and the Secretarial Standardsrecommended 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 theSenior 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 compliancewith the Code of Conduct for the year ended March 31, 2015. A declaration signed by the Executive Director and ChiefFinancial 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 GeneralMeeting 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 toparticipate in the meetings.

Every Independent Director, at the first meeting of the Board in which he participates as a Director and thereafter atthe first meeting of the Board in every financial year, gives a declaration that he meets the criteria of independence asprovided under law.

Familiarisation programmes for Board Members

The Board members are provided with necessary documents/brochures, reports and internal policies to enable themto familiarise with the Company’s procedures and practices.

Periodic presentations are made at the Board and Board Committee Meetings, on business and performance updatesof the Company, business strategy and risks involved. Quarterly updates on relevant statutory changes and landmarkjudicial 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 Companyand 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 ExecutiveDirectors or management personnel. Such meetings are conducted informally to enable Independent Directors todiscuss matters pertaining to the Company’s affairs and put forth their views to the Chairman and whole timeDirector.

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 includingIndependent Directors to such extent as may be applicable to them depending on their roles and responsibilities. TheCode gives guidance and support needed for ethical conduct of business and compliance of law. The Code reflectsthe 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 toDirectors and Management Personnel, and its compliance is affirmed by them annually.


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 theapplicable 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 ListingAgreement and Section 292A of the Companies Act 1956. The Audit Committee has been granted powers asprescribed under clause 49 II (C) of the Listing Agreement. Generally, all the items listed in Clause 49 II (D) arecovered in the terms of reference and inter-alia includes:

• Overseeing of the Company’s financial reporting process and the disclosure of its financial information toensure that the financial statements are correct, sufficient and credible.

• Recommending to the Board, the appointment, reappointment and if required, the replacement or removal ofStatutory 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 concerningfinancial 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 noron 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 thefinance 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 Committeeduring 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 thedissolution of the ‘Shareholders’/Investors’ Grievance Committee’. The Stakeholders Relationship Committee’ isprimarily 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 andcompliance 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 requirementsof 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 ListingAgreements 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 theyear 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 membersare 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


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 thedissolution of the ‘Remuneration Committee. The Nomination and Remuneration Committee’s composition and theterms of reference meet with the requirements of Companies Act, 2013.


• The Nomination and Remuneration Committee shall identify persons who are qualified to become directors andwho may be appointed in senior management in accordance with the criteria laid down, recommend to the Boardtheir 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, positiveattributes and independence of a director and recommend to the Board a policy, relating to the remuneration forthe directors, key managerial personnel and other employees.


• 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 directorsof 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 fixedand incentive pay reflecting short and long-term performance objectives appropriate to the working of theCompany and its goals.

Remuneration Policy

The Company pays remuneration by way of salary, benefits, perquisites and allowances (fixed component). Annualincrements are decided by the Remuneration Committee within the salary scale approved by the members and areeffective 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 bringin an external perspective to decision-making, and provide leadership and strategic guidance while maintainingobjective 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 thetotal 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 ThirdAnnual General Meeting held on 17th September, 2013 approved revision in the remuneration paid to Ms. UrrshilaKerkar, 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 anyperformance-linked incentive.

Further, there are no pecuniary relations or transactions between the Independent Directors and Company, except forthe sitting fees and commission drawn by Non-Executive and Independent Directors for attending meeting of theBoard and its Committee(s) thereof.



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 onbehalf other person on beneficial basis) in the Company.

The composition of the Nomination and Remuneration Committee and the details of the meetings attended by itsmembers 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


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 ResponsibilityCommittee. The Committee’s prime responsibility is to assist the Board in discharging its social responsibilities by wayof formulating and monitoring implementation of the framework of ‘corporate social responsibility policy’, observepractices 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.


• To formulate and recommend to the Board, a Corporate Social Responsibility (CSR) Policy indicating activities tobe undertaken by the Company in compliance with provisions of the Companies Act, 2013 and rules made thereunder

• 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 corporategovernance, and to make recommendations to the Board for appropriate revisions to the Company’s CorporateGovernance 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 theCommittee 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, andmonitor that principles described therein are being incorporated into the Company’s culture and businesspractices

• 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


• 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 ofconsultants/advisors, if necessary

• To ensure institution of standardised channels of internal communications across the Company to facilitate ahigh 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 statutorynotification, amendment or modification as may be applicable or as may be necessary or appropriate for performanceof its duties.



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 tothe requirements of the Companies Act, 2013 and Clause 49 of the Listing Agreement. The Committee’s prime responsibilityis to implement and monitor the risk management plan and policy of the Company. The Committee’s constitutionmeets 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 theprocedure for Risk Minimisation

• Periodically reviewing and evaluating the Risk Management Policy and practices with respect to risk assessmentand risk management processes

• Continually obtaining reasonable assurance from management that all known and emerging risks have beenidentified and mitigated or managed

• Performing such other functions as may be necessary or appropriate for the performance of its oversightfunction

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 theCompany. The oversight is through review/approval of business plans, projects and approvals for businessstrategy/policy.

• Operational Risks: These are being mitigated by internal policies and procedures which are updated from time totime to address reviewed risks.

• Financial Risks: These risks are addressed on an on-going basis by Treasury, Insurance and Foreign exchangeteam. 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 forthe Company as a whole. The top tier of risks for the Company is captured by the operating management afterserious deliberations on the nature of the risk being a gross or a net risk and thereafter in a prioritized mannerpresented to the Board for their inputs on risk mitigation/management efforts. The Board engages in the RiskManagement process and has set out a review process so as to report to the Board the progress on the initiativesfor 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 businessand the same is periodically reviewed by the Audit Committee & Board of Directors of the Company. Pursuant toRBI Master Circular No.10/2012-13 dated July 2, 2012 the Company had obtained a certificate from the StatutoryAuditors certifying that the Company has compliant with KYC/AML/CFT guidelines issued by the RBI from time totime.



Meeting Details

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





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


D. Subsidiary Monitoring Framework

All subsidiary companies of the Company are managed with their Boards having the rights and obligations tomanage such Companies in the best interest of their stakeholders. The Company monitors performance of subsidiaryCompanies, inter alia, by the following means:

(a) Financial statements, in particular the investments made by the unlisted subsidiary companies, are reviewedquarterly by the Audit Committee of the Company.

(b) All minutes of Board meetings of the unlisted subsidiary companies are placed before the Company’s Boardregularly.

(c) A statement containing all significant transactions and arrangements entered into by the unlisted subsidiarycompanies is placed before the Company’s Board. The Company does not have any material unlisted Indiansubsidiary and hence, is not required to nominate an Independent Director of the Company on the Board of suchsubsidiary Company.

E. Related Party Disclosure

Details of related party transactions entered into by the Company are included in the Notes to Accounts. There are nomaterially significant related party transactions of the Company, which have potential conflict with the interests ofthe Company at large.

The Company’s major related party transactions are generally with its subsidiaries and associates. The related partytransactions 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 armslength 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 theCompany (Audit Committee in case where the concern involves the Senior Management) and make protectivedisclosures to the Management about unethical behaviour, actual or suspected fraud or violation of the Company’sCode of Conduct. The Whistle Blower Policy requires every employee to promptly report to the Management anyactual or possible violation of the Code or an event he becomes aware of that could affect the business or reputationof the Company. The disclosures reported are addressed in the manner and within the time frames prescribed in thepolicy. A mechanism is in place whereby any employee of the Company has access to the Chairman of the AuditCommittee 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.


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 ofSeptember 26, 2014 K. C. College Building, Vidyasagar Independent Directors, Adoption of New

Principal K. M. Kundnani Chowk, 124, Article of Association, To invite toDinshaw Wachha Road, Churchgate, subscribe to NCD on Private Placement,Mumbai – 400020 Approval of Borrowing Power of the

Company, Approval of Creation of chargeon property of the Company.

2012-13 AGM held on Walchand Hirachand Hall, 4th Floor, Special Business: Revision inSeptember 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 ofSeptember 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 tothe Board Under Section 293(1)(d) of theCompanies Act, 1956 to borrow in excessof the present limit, Authority to theBoard Under Section 293(1)(a) of theCompanies Act, 1956 for creation ofcharge/mortgages, Utilisation of IPOProceeds

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 othersecurities on private placement basis not exceeding Rs 1200 Crs by passing a Special Resolution through postal ballot onNovember 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

Promoterand promotergroup 81,244,281 81,244,281 100.00% 81,244,281 0 100.00% 0.00%

Publicinstitutionalholders 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 apreferential allotment basis, to Standford Trading Private Limited, a promoter group Company at a price determined inaccordance with the provisions of Regulation 76 ICDR Regulations on 24th December 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

Promoterand promotergroup 81,244,281 81,244,281 100.00% 81,244,281 0 100.00% 0.00%

Publicinstitutionalholders 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 Statementpursuant to section 110 of companies Act, 2013 seeking their approval/dissent to the proposed resolutions. TheCompany 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 conductingthe Postal Ballot exercise.

3. Particulars of all the Postal Ballot papers as well as E-voting communications received from the members have beenentered 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 hisreport 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 tothe 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 to25th September 2015 (both days inclusive) to determine the entitlement of shareholders to receive the final Dividendas 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.


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 theCompany’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] person: Mr. S.V. Raju

Depository-GDR

BNY Mellon Shareowner Services211 Quality Circle, Suite 210College 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 leadingdailies. 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 analystsare 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 displayedon the Company’s website www.coxandkings.com

Website: The Company’s website www.coxandkings.com contains a separate dedicated section “Investors Relations” whereshareholders information is available. The Annual Report of the Company, earnings press releases and quarterly reports ofthe Company etc. are also available on the website in a user-friendly and downloadable form.



Annual Report: Annual Report containing, inter alia, Audited Annual Accounts, Consolidated Financial Statements togetherwith Directors’ Report, Auditors’ Report and other important information are circulated to members and others entitledthereto. 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 ondebentures 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 arefiled electronically on NEAPS.

BSE Corporate Compliance & Listing Centre (the ’Listing Centre‘): BSE’s Listing Centre is a web-based application designedfor 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 complaintsredress system. The salient features of this system are: Centralised database of all complaints, online upload of ActionTaken Reports (ATRs) by concerned companies and online viewing by investors of actions taken on the complaint and itscurrent 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 periodof 7 years from the unpaid dividend account to the Investor Education and Protection Fund (IEPF). Accordingly, thedividend 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)



Equity Shares Suspense Account

As per Clause 5A of the Listing Agreement, the Company reports the following details in respect of equity shares lying inthe suspense account as on March 31, 2015:

Particulars No. of Share Holders No. of Equity Shares

Aggregate Number of shareholders and the outstanding 14 1080shares 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 1080shares 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 claimthe shares


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 theCompany 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 thedate of receipt, subject to documents being valid and complete in all respects. The Board has delegated the authority forapproving transfer, transmission, etc. of the Company’s securities to the Whole Time Director and/or Company Secretary. Asummary of transfer/transmission of securities of the Company so approved by the whole time Director/CompanySecretary is placed at every Board meeting/Stakeholders’ Relationship Committee. The Company obtains from a CompanySecretary 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 ShareCapital of the Company. Each GDR represents 1 underlying equity shares in the Company. GDR is not a specific time-boundinstrument and can be surrendered any time and converted into the underlying equity shares in the Company. The sharesso released in favor of the investors upon surrender of GDRs can either be held by the investors concerned in their nameor sold off in the Indian secondary markets for cash. To the extent of the shares so sold in Indian markets, GDRs can bereissued 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



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%


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 CorporateGovernance as stipulated under Clause 49 of the Listing Agreement, is attached to this Report. This report will be sent tothe 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 thecapital 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 hasadopted 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



CEO AND CFO CERTIFICATION

The Whole Time Director/CEO and the Chief Financial Officer of the Company give annual certification on financialreporting and internal controls to the Board in terms of Clause 49 of the Listing Agreement. The Whole Time Director andthe Chief Financial Officer also give quarterly certification on financial results while placing the financial results before theBoard in terms of Clause 41 of the Listing Agreement. The annual certificate given by the Whole Time Director and theChief 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 ourknowledge and belief:

i. These statements do not contain any materially untrue statement or omit any material fact or contain statementsthat might be misleading;

ii. These statements together present a true and fair view of the Company’s affairs and are in compliance withexisting 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 yearwhich 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 effectivenessof the internal control systems of the Company pertaining to financial reporting. We have not come across anyreportable 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


To,

The Members of

COX & KINGS LIMITED

We have examined the compliance of conditions of Corporate Governance by COX & KINGS LIMITED (“the Company”), forthe year ended on 31st March 2015, as stipulated in Clause 49 of the Listing Agreement of the Company with the StockExchanges.

The compliance of conditions of Corporate Governance is the responsibility of the Management. Our examination waslimited to procedures and implementation thereof, adopted by the Company for ensuring the compliance of the conditionsof the Corporate Governance as stipulated in the said Clause. It is neither an audit nor an expression of opinion on thefinancial statements of the Company.

In our opinion and to the best of our information and explanations given to us and the representations made by theDirectors and the Management, we certify that the Company has complied with the conditions of Corporate Governanceas 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 efficiencyor effectiveness with which the Management has conducted the affairs of the Company.

For Chaturvedi & Shah

Chartered AccountantsF.R.N.No. 101720W

Amit Chaturvedi

PartnerMembership No. 103141

Place : MumbaiDate : May 15, 2015

Auditors’ Certificate



Cox & Kings remains committed to make a positive impact on the society by investing human and financial capital. As theCompany’s operations have expanded to new geographies, C&K has retained a collective focus on various areas of CSRthat 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’sfocused areas i.e. Education, Health care, Sustainable livelihood, empowering women, environmental sustainability andespousing 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 throughMother and Child care projects, supporting charitable trusts who run rehabilitation centre for poor and needy cancerpatients, 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 toFormal schools, supporting Girl child education, Adult education programmes

• In Sustainable Livelihood our programmes aim at providing livelihood in a locally appropriate and environmentallysustainable manner through formation of Self Help, Groups for women empowerment, Vocational training.

• Ensuring environmental sustainability through preservation of heritage like dilapidated ancient buildings with duecare to restore their original character and style, to revive the use of traditional building resources /to revive intangibleheritage. C&K also proactively informs its customers about the environment and cultural particularities in theirdestinations through the travel brochures of the Company.

• Animal Welfare - to ensure that animals are treated humanely, to work towards prevention of cruelty to animals; andto 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 lifethreatening medical conditions. C&K supports MAWF to fulfill ‘To Have’ wishes of the children. With this money, MAWF buysthe 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 officialtravel 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 ofthe child to any destination of his choice, within India. With this initiative, we have created happy memories at thechildren’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 onbehalf 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 temporaryCrisis Intervention Centres (CIC) set up by CCDT to ensure the protection of children, especially those who are orphans andvulnerable.

Think Foundation is an NGO dedicated to helping Thalassemia children. Think Foundation works in the areas of BloodDonation, Platelet Donation, and Thalassemia Minor for prevention of Thalassemia Major by creating awareness andproviding a facility for testing of Thalassemia Minor and Thalassemia Major by providing holistic care for childrensuffering 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 setup at a time when there is a deficit in supply of blood, for example during college vacations or during the rainy seasonwhen fewer donors voluntarily step out for blood donation.

C&K also sponsors emergency treatment of Thalassaemic children. Apart from this, we also conduct awareness campaignsto draw people’s attention towards this life threatening disorder.

Corporate Social Responsibility Report


Aid towards Cancer patients: C&K sponsors the treatment of cancer patients from Cancer Patients Aid Association on anannual basis through the ‘Adopt a cancer patient scheme’. It also donates towards CanSupport’s Walk for Life – Strideagainst 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 primaryeducation to underprivileged girl children in India. In 2013, C&K adopted the Amrutdham NMC School No 45 in Nasikwhere we support the education of 200 girls per year from Std. II – VI. We are in the third year and this commitment extendsto 2017.

The donated amount is used for the school’s academic support. The Nanhi Kali Kit includes uniforms, notebooks, stationeryand 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 thenutritional 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 leadersand guides. Tour leader awards are held annually to recognise and reward the achievement of contracted leaders and theircommitment to customer service and responsible tourism. In 2014/2015 these awards were divided into categories and awinner was awarded for running family tours, walking and trekking, cycling and discovery. All tour leaders have submitteda biography of themselves and a photograph and this has been added to the ‘My Explore’ site. A risk managementworkshop 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 LEDversion, reducing consumption from 50 to 5 watts per light. NST have also introduced a ‘no file’ handover of bookingdocuments between the Sales and Operations teams, whereby documents are saved electronically instead of beingprinted.

PGL maintained their strong emphasis on the environment and have nominated ‘Environmental Champions’ at eachcentre. Their role is to ensure that the environment is on the centre team’s agenda and to drive cultural change in utilitymanagement. They aim to introduce a quarterly ‘Environment Cascade’ and a Continuous Professional Developmentdocument in order to create team awareness and debate. PGL continues to hold the Carbon Saver Gold Standard and willbe 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 activitiesand other green activities.

The Meininger Division has improved the ‘paperless office’ initiative to reduce printing costs and paper, by installingstandard multi-function printer copiers at the Meininger offices to reduce toner costs. They are continuing to install newshowerheads designed to reduce water consumption by 50% and consequently reducing energy consumption. Energyconsumption is being reduced further through the ongoing installation of LED lighting in the hotels, saving up to 80% ofenergy consumption.

Our UK subsidiary Explore, regards responsible tourism as a core part of its business practice and is a driving force in thisfield. Explore continues to implement its de-littering programme in Toubkal, Morocco. This involves employing an extramuleteer for each of its 23 tours to Mount Toubkal. On each tour, muleteers collect the rubbish around the camp, inaddition to the group’s litter, which includes tins, plastic bottles and glass. Explore also signed up to the Travel Foundation’sbig beach clean up, which involved customers and staff clearing rubbish on 9 beaches in Europe, Africa and the Americasin 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 differentinitiatives to reduce energy consumption and waste. Over the past two years, Explore, in connection with their ResponsibleTourism Policy 2015, has invested in LED lighting and only uses water efficient filter machines (instead of kettles), leadingto an annual reduction of over 10% in energy consumption, or a saving of over 41,000 kwh year on year. Explore’s targetfor 2015/2016 is to continue this annual reduction in energy consumption by replacing their hand dryers with energyefficient machines and investing in solar panels (Farnborough building).



Our UK subsidiary, SuperBreak, recycles 90% of its used white paper (either internally or externally) and all headed paperis printed in line with the FSXC Mix from responsible sources. Superbreak has introduced a Bike2Work scheme for its staffto reduce energy consumption and carbon emissions. In line with this, Bookit cooperates with a number of businesses tomake consumers more aware of how they can contribute to environmental protection when travelling. A special logo isdisplayed on the website when hotels or bungalow parks participate in this initiative and it is supported by the Ministryof Economic Affairs. To reduce energy consumption in 2015/2016, office utility services will be reviewed and additional LEDlighting 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 howthey 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 thatpreserves and enriches the travel experience for future generations. They channel the philanthropic passion and commitmentof the travel industry to protect and restore valuable destinations we all care about and support those destinations asengines 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 talentedworkforce. They also supported and donated to the Nepal Relief fund created by Tourism Cares. Globally, their effortsinclude corporate social responsibility partnerships, strategic investments, and advocacy and education across the travelindustry.

ANIMAL WELFARE:

People for Animals (PFA), Faridabad was established in the year 2007 for sick and injured stray animals. PFA Faridabadcampaigns for animal rights and respect. We work to rescue and rehabilitate sick and needy animals. C&K supports theNGO 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 agesof 4 to 18 Yrs. from different sections of society.

• Donation in support of Ehsaan Humanity Foundation, an NGO that conducts theatre workshops for the visuallyimpaired, 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 tomake 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 underprivilegedchildren by collecting old magazines and news papers.

• Sponsorship for the full marathon in the ‘Standard Chartered Mumbai Marathon” that raised funds for theNGO - United Way of Mumbai.

• PGL’s bursary, which was established to help subsidise the cost of participation by pupils whose parents cannot affordthe 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.


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 theBalance Sheet as at March 31, 2015, and the Statement of Profit and Loss and Cash Flow Statement for the year thenended, 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 (“theAct”) with respect to the preparation of these standalone financial statements that give a true and fair view of thefinancial position, financial performance and cash flows of the company in accordance with the accounting principlesgenerally accepted in India, including the Accounting Standards specified under section 133 of the Act, read with rule 7of the Companies (Accounts) Rules, 2014. This responsibility also includes maintenance of adequate accounting recordsin accordance with the provision of the Act for safeguarding the assets of the Company and for preventing anddetecting frauds and other irregularities; selection and application of the appropriate accounting policies; makingjudgements and estimates that are reasonable and prudent; and design, implementation and maintenance of adequateinternal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accountingrecords, relevant to the preparation and fair presentation of the financial statements that give a true and fair view andare 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 arerequired 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. Thosestandards require that we comply with ethical requirements and plan and perform the audit to obtain reasonableassurance 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 financialstatements. The procedures selected depend on the auditor’s judgement, including the assessment of the risks ofmaterial misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, theauditor considers internal financial control relevant to the Company’s preparation of the financial statements that givea true and fair view in order to design audit procedures that are appropriate in the circumstances, but not for the purposeof expressing an opinion on whether the Company has in place an adequate internal financial controls system overfinancial reporting and the operating effectiveness of such controls. An audit also includes evaluating the appropriatenessof accounting policies used and the reasonableness of the accounting estimates made by the Company’s Directors, aswell 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 auditopinion 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 financialstatements give the information required by the Act in the manner so required and give a true and fair view inconformity 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 Indiain terms of sub-section (11) of section 143 of the Act , we give in the Annexure a statement on the matters specifiedin 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 andbelief 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 appearsfrom our examination of those books.



c. The Balance Sheet, Statement of Profit and Loss and Cash Flow Statement dealt with by this report are inagreement with the books of account.

d. In our opinion, the aforesaid financial statements comply with the accounting standards specified under section133 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 theBoard of Directors, none of the directors is disqualified as on March 31, 2015, from being appointed as a directorin 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 theCompanies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according tothe explanations given to us:

i. The Company has disclosed the impact of pending litigations on its financial position in its financialstatements – Refer Note 35(II) to the financial statements.

ii. The Company did not have any long term contracts including derivative contracts that requireprovision 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 Fundby the Company during the year.


Chartered AccountantsFirm Registration No. 101720W

Amit Chaturvedi

Place : Mumbai Partner

Dated : May 15, 2015 Membership No. 103141


Annexure referred to the Auditors’ Report

Annexure referred to in paragraph 1 under the heading Report on other legal and regulatory requirements of our reportof even date

i) In respect of its Fixed Assets :

a. The Company has maintained proper records showing full particulars including quantitative details and situationof 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 inour opinion is reasonable, having regard to the size of the Company and nature of its assets. No materialdiscrepancies 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 frequencyof verification is reasonable.

b. In our opinion and according to the information and explanations given to us, the procedures of physicalverification of inventories followed by the management are reasonable and adequate in relation to the size ofthe Company and the nature of its business.

c. The Company has maintained proper records of inventories. As explained to us, there were no material discrepanciesnoticed 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 theAct. 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 controlsystem commensurate with the size of the Company and nature of its business for the purchases of Inventory, fixedassets and for the sale of services. During the course of our audit, we have not observed any continuing failure tocorrect 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 themeaning of provisions of sections 73 to 76 or any other relevant provisions of the Act and the rules framedthereunder. 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 Governmenthas 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, WealthTax, Duty of Customs, Duty of Excise, Value Added Tax, Cess and any other statutory dues, as applicable, havebeen generally regularly deposited with appropriate authorities. According to the information and explanationsgiven 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 tous disputed dues on account of Income Tax, Sales Tax, Service Tax, Excise Duty, Custom Duty, Value added Tax orCess (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


Finance Act, 1994 Service Tax 2005 to 2010 9541 Central Excise & Service Tax Appellate Tribunal

2010-11 3366

TOTAL 13,312



c. There were no amounts which are required to be transferred to the Investor Education and Protection Fund bythe Company, in accordance with the provisions of the Companies Act, 1956 and rules made there under, duringthe year.

viii) The Company does not have any accumulated losses at the end of the financial year and has not incurred any cashlosses 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 opinionthat 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 guaranteesfor loans taken by its wholly owned subsidiaries from bank and/or financial institutions. In our opinion andaccording to information and explanations given to us, the terms and conditions thereof, are not prejudicial to theinterest of the company.

xi) In our opinion and according to the information and explanations given to us, term loan taken during the year havebeen 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 financialstatements and as per the information and explanations provided by the management, we report that no fraud onor by the Company has been noticed or reported during the course of our audit.



Amit Chaturvedi




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 6,826Reserves and Surplus 2 223,580 116,162Money Received against Share Warrant 1.4 5,615 -

237,661 122,988

Non-Current Liabilities

Long-term borrowings 3 31,535 35,188Deferred tax liability (Net) 4 1,519 1,295

33,054 36,483

Current Liabilities

Short-term borrowings 5 15,000 26,576Trade payables 6 5,251 5,947Other current liabilities 7 10,074 27,816Short-term provisions 8 7,252 6,423

37,578 66,762

Total 308,292 226,233

ASSETS

Non-current assets

Fixed assetsTangible assets 9 4,835 6,666Intangible assets 10 7,965 4,227Capital work-in-progress 18 83Intangible assets under development 4,391 6,832

17,209 17,808

Non-current investments 11 14,810 14,693Long term loans and advances 12 36,484 1,507

51,294 16,200

Current assets

Current investments 13 2,800 2,806Inventories 14 768 422Trade receivables 15 73,042 65,448Cash and Bank Balance 16 39,704 24,913Short-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 BoardChartered AccountantsFirm Registration No. 101720W

Amit Chaturvedi Urrshila Kerkar Peter Kerkar

Partner Director DirectorMembership No. 103141

Date : May 15, 2015 Rashmi Jain Anil Khandelwal

Place: Mumbai Company Secretary C.F.O.



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 41,860Other Income 19 7,333 5,399 Total Revenue 55,392 47,259

EXPENDITURE

Employee benefit expenses 20 11,098 9,907Finance costs 22 5,483 4,610Depreciation and amortization expense 9 & 10 3,774 2,158Other 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 7,150Deferred tax 141 254Current 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): 29Basic (In `) 9.56 8.25Diluted (In `) 9.11 8.25

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


(` 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)

Cash Flow Statement for the year ended March 31, 2015



(` in lakhs)


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 periodmore 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


Significant Accounting Policies

a. Method of Accounting

The financial statements are prepared as per historical cost convention on accrual basis and comply with theprovisions of the Companies Act, 2013, the generally accepted accounting principles in India and the applicableaccounting standards.

b. Use of Estimates

The preparation of financial statements requires estimates and assumptions to be made that affect the reportedamount of the assets and liabilities on the date of the financial statements and the reported amount of revenuesand expenses during the reporting period. Difference between the actual results and estimates are recognized in theperiod 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 travelmanagement, 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 andFranchisees signup fees. The income arising from the buying and selling of foreign currencies has been included onthe basis of margins achieved.

d. Revenue Recognition

In accordance with the Company’s accounting policy followed consistently, commissions/income arising from toursand related services is accounted after netting off all direct expenditures relating thereto. Income from buying andselling of foreign currencies is accounted on net basis as stated in (c) above. All revenues are accounted when thereis 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 expensesincluding 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 andinstallation of fixed assets. Intangible assets represent software, video shoots and trademarks stated at cost lessaccumulated 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 asprescribed 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 improvementsare depreciated over the lease period or at the rates prescribed for Furniture in Companies act 2013 whichever ishigher.

h. Impairment of assets

An asset is treated as impaired when the carrying cost of asset exceeds its recoverable value. An impairment loss ischarged to the Statement of Profit and Loss in the year in which an asset is identified as impaired. The impairmentloss recognised in prior accounting period is reversed if there has been change in the estimate of recoverableamount.

i. Leases

Lease arrangement, where the risks and rewards incidental to ownership of an asset substantially vests with thelessor, are recognized as operating leases. Lease payments under operating lease are recognized as an expense in theStatement of Profit and Loss.

j. Investments

Long-term investments are valued at cost. Provision for diminution in value of investments is made, if the diminutionis 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 atthe year-end.



l. Employee Retirement Benefits

a. Short term employee benefits are recognised as an expense at the undiscounted amount in the Statement ofProfit 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 lossaccount for the year in which the employee has rendered services. The expense is recognised at the presentvalue of the amounts payable determined using actuarial valuation techniques. The liability in respect of Postemployment and other long term employee benefits is calculated using the Projected Unit Credit Method andspread over the period during which the benefit is expected to be derived from employees’ services. Actuarialgains and losses in respect of post employment and other long term benefits are charged to the Statement ofprofit 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 arerecognized in Statement of Profit and Loss.

e. In respect integral foreign operations, all transactions are translated at rates prevailing on the date of transactionor that approximates the actual rate on the date of transaction. Monetary assets and liabilities are restated at theyear end rates.

f. Any income or expense on account of exchange difference either on settlement or on translation is recognisedin the Statement of Profit and Loss.

n. Borrowing Cost

Borrowing costs that are specifically attributable to the acquisition or construction of qualifying asset are capitalisedas part of the cost of such asset till such time as the asset is ready for its intended use. A qualifying asset is an assetthat necessarily requires/takes a substantial period of time to get ready for its intended use. All other borrowingcosts, i.e. not specifically attributable to the qualifying asset are charged to revenue in the period in which those areincurred.

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 taxrates and the tax laws enacted or substantially enacted as on the balance sheet date. Deferred tax assets arerecognized 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 presentobligation as a result of past events and it is probable that there will be an outflow of resources. ContingentLiabilities are not recognized but are disclosed in the notes. Contingent Assets are neither recognized nor disclosedin the financial statements.


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

(` 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 sharesis entitled to one vote per share. The company declares and pays dividends in Indian rupees. The dividend proposedby 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 assetsof the company, after distribution of all preferential amounts. The distribution will be in proportion to the numberof equity shares held by the shareholders.

1. Share Capital



1.4 Money Received against Share Warrant:


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 equivalentnumber 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 asper 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


2015 2014

Capital Reserves:

As per last Balance Sheet 18 18

Securities Premium Account:

As per last Balance Sheet 73,824 74,389Add : 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 3,155Add : Transfer from Profit & Loss 1,130 1,983

6,268 5,138General Reserve:

As per last Balance Sheet 3,437 2,592Add : Transfer from Statement of Profit and Loss - 845Less : 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 3,437Surplus i.e. Balance in Statement of Profit and Loss

As per last Balance Sheet 33,745 26,902Add : Profit for the year 14,117 11,268Less : Appropriations

Debenture Redemption Reserve 1,130 1,983Tranfer to General Reserve - 845Proposed Dividend* 1,693 1,365Tax 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).

(` in lakhs)

(` in lakhs)


3. Long Term Borrowings


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 FirstPari 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 PariPassu 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 PariPassu charge on receivables of the Company.

(d) Secured Non Convertible debentures to the extent ` Nil (Previous Year `7,500 Lacs) are secured by Subservientcharge 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 bysubservient Charge on the fixed assets of the company , Second charge on the current assets of the companyand 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


Total 22,000 - 7,500

(` in lakhs)



5. Short Term Borrowings


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.

4. Deferred Tax Liability (Net)


2015 2014

Deferred Tax Liability

Related to Fixed Assets 1,519 1,295

Deferred Tax Assets - -

Total 1,519 1,295

3.3 Maturity Profile of other loans is set out below:

2016-17 2017-18

Secured Loans:

Vehicle Loan 5 5

Term Loan from Others 1,350 675

Total 1,355 680

(` in lakhs)

(` in lakhs)

(` in lakhs)


7. Other Current Liabilities


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* 2 2

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.

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 MediumEnterprises Act, 2006 (MSMED Act) in respect of principal amount remaining unpaid to any supplier as at the end ofthe year, amount due to the suppliers beyond the appointed day during the year, amount of interest if any, accruedand remaining unpaid as at the end of the year etc. could not be disclosed for want of information whether sundrycreditors include dues payable to any such undertakings.

6. Trade Payables


2015 2014

8. Short-Term Provisions


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

(` in lakhs)

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(` in lakhs)


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)]

11. Non Current Investments



(` in lakhs)


2015 2014

11. Non Current Investments (contd.)

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.

(` in lakhs)


2015 2014

12. Long Term Loans And Advances

(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


(` in lakhs)


2015 2014

13. Current Investments

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 Debenturesof `100/- each fully paid-up


1,00,000 (Previous year 1,00,000) 12% Fully Convertible Debenturesof `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


14. Inventories

(at cost or net realisable value whichever is lower)


2015 2014

Foreign Currency 768 422

Total 768 422

15. Trade Receivables


2015 2014


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


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

(` in lakhs)

(` in lakhs)

(` in lakhs)





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

(` in lakhs)


2015 2014

17. Short Term Loans and Advances

(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

(` in lakhs)

Particulars For the year ended March 31

2015 2014

18. Revenue From Operations

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

(` in lakhs)


2015 2014

19. Other Income

Interest

From Current Investment 552 552

From Banks 147 99

From Others 5,697 3,527

Dividend


Net Gain on Sale of Investments


Other Non operating Income

Profit on Sale of Fixed Assets 12 4

Others 870 1,203

Total 7,332 5,399

(` in lakhs)


(` in lakhs)


2015 2014

20. Employee Benefit Expenses

(` in lakhs)

(` in lakhs)

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

Particulars Gratuity Leave Encashment

2014-15 2013-14 2014-15 2013-14

Present Value of obligation as at thebeginning 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 obligationas at the end of year 444 414 363 331

Table showing changes in the fair value of plan assets as on 31st March, 2015.


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



The amounts to be recognised in the balance sheet and statements of profit and loss.


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


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 statementof profit and loss 33 26 19 20

Amounts recognised in current year and previous four years

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


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, senioritypromotion and other relevant factors including supply and demand in the employment market. The above informationis certified by the actuary.

The expected rate of return on plan assets is determined considering several applicable factors, mainly the compositionof plan assets held, assessed risks, historical results of return on plan assets and the Company’s policy for plan assetsmanagement.

(` in lakhs)

(` in lakhs)

(` in lakhs)

(` in lakhs)


(` in lakhs)


2015 2014

22. Finance Cost

Interest expense 5,357 4,429

Other borrowing costs 126 181

Total 5,483 4,610

(` in lakhs)


2015 2014

23. Expenditure In Foreign Currency

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

(` in lakhs)


2015 2014

24. Other Expenses

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



25. Segment Reporting:

The Company is mainly engaged in Tours and Travel activity. All activity of the company revolve around this mainbusiness. 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 andrelationship.

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


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)


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)


No.



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


No.



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.


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 TravelLtd., `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 andKings Australia Pvt. Ltd. `1,399 Lacs (Previous year `Nil ) by Prometheon Holdings (UK) Ltd. and by Ezeego OneTravels & 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 (Previousyear `Nil), Cox and Kings Singapre Pvt. Ltd. `Nil (Previous Year `61,460 Lacs) and `170,967 (Previous Year `Nil) forPrometheon 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) andCox 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.Goodand `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 KingsAsia 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%



b) The Company’s share of assets, liabilities, income, expenditure, contingent liabilities and capital commitmentscompiled 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 forfinancial year 2011-12, 2012-13, 2013-14 & 2014-15. Hence, the figures of the company’s share in the assets andliabilities of the joint venture as at 31st March, 2015 and the income and expenses for the year ended on thatdate as required by Accounting Standard AS 27 – Financial Reporting of Interests in Joint Venture have notbeen 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 7Furniture &Fixtures ** 435 319 12 741 39 144 3 180 561 396ElectricalEquipments ** 44 10 25 29 4 10 7 7 22 40OfficeEquipments ** 14 13 27 1 9 - 10 17 13TotalAmount (`) 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 Statementof 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 theStatement of Profit and Loss for the year and included under Other Operating Income.


B. The company has operating lease in respect of office premises. Future lease rentals payable in respect of noncancellable lease period is as follows :

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 theseagreements, 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)


2015 2014

Net Profit after Tax as per Statement of Profit & Loss attributable toEquity 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

Sr. Name of the Company Type As at As at MaximumNo. 31st March, 31st March, Balance

2015 2014 duringthe year

1 Cox & Kings (Australia) Pty. Ltd Subsidiary 2,780 1,013 2,7802 Quprro Global Services Pvt. Ltd. Subsidiary 6,271 4,705 6,4713 Cox & Kings (UK) Ltd. Subsidiary 3,458 1,120 3,4584 Cox and Kings Singapore Pvt. Ltd. Subsidiary 7,785 3,331 16,2515 Cox and Kings Asia Pacific Travel Limited Subsidiary 11,498 10,403 15,0996 Cox & Kings Global Services

(Singapore) Pte. Ltd. Subsidiary 23,300 2,719 23,3007 Quoprro Global Limited Subsidiary 992 959 9928 Clearmine Limited Subsidiary 881 851 8819 Cox & Kings (Japan) Limited Subsidiary 3,430 2,839 3,43010 Cox & Kings Tours LLC. Subsidiary 2,164 642 2,16411 Prometheon Enterprises Ltd. Subsidiary 35,061 6,894 35,06112 Cox & Kings Global Services Pvt. Ltd Subsidiary 7,426 5,023 7,42613 Cox & Kings Destination Management Pte. Ltd. Subsidiary 73 159 18714 Prometheon Holdings Pvt. Ltd. Subsidiary 1,648 2 1,65715 Cox & Kings PGL Camps PTY Ltd Subsidiary 156 - 15616 Tulip Star Hotels Limited Associate 2,627 2,232 2,62717 Royale Indian Rail Tours Limited Joint venture 3,958 3,958 3,958

113,508 46,850

(` in lakhs)

(` in lakhs)


2015 2014

(` in lakhs)



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 repaymentschedule 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 ofthe 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:


No.

1 Cox & Kings Destination Management Services Limited 2

d. Investment by Cox & Kings (Australia) Pty. Ltd. in equity shares of subsidiaries


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


No.

1 Prometheon Holdings (UK) Ltd. 635,776


g. Investment by Quoprro Global Ltd. in equity shares of subsidiaries


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-aliaincludes portfolio investment and direct investment, where the amount is also credited to Non-Resident ExternalAccount (NRE A/c). The exact amount of dividend remitted in foreign currency cannot be ascertained. The totalamount 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 on31st March, 2015.

Nominal amount of forward contract entered into by the company and outstanidng as on 31st March 2015amounting 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)



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

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:

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)

Particulars Paid in cash Yet to be paid Total

(a) Gross amount required to be spent by the companyduring 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

(` in lakhs)

(` in lakhs)

(` in lakhs)


(` in lakhs)

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% to18% p.a.) and guarantees/securities given by the Company as at March 31, 2015 are as under :

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 10,122short term Inter-Corporate Depositsand 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 currentyear’s classification/disclosure.

(b) The Royale India Rail Tours Ltd. (RIRTL) is a 50:50 joint venture between Indian Railway Catering and TourismCorporation (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 partiesto 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 werecontinuing as at the year end. Company has invested `250 lacs in equity capital, `3958.10 lacs as loans and hastrade receivable of `519.03 lacs as at March 31, 2015. Based on the legal opinion, the company is confident offavourable 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 courseof the company’s business, which is at least equal to the amount at which they are stated in the balance sheet.









Additional Information, as required under Schedule III to the companies

Act, 2013, of enterprises consolidated as Subsidiary/Associates/Joint Ventures.

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)

Sr. Name of Subsidary Company Net Assets i.e total Assets Share in ProfitNo. 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







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) - - - -










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) - -



Salient Features of Financial Statements of Subsidiary / Associates/ Joint Ventures

As Per Companies Act, 2103PART “A” : SUBSIDIARIES

Sr. Name of Subsidiary Company Reporting Share Reserve Total Total Invest- Turnover/ Profit Provision Profit Proposed % ofNo. 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


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







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




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) 14.67Europaplatz 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



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.

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 - - - - - -




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)



Part “B”: Associates & Joint Ventures

Sr. Name of Associate Shares of Associate held by the Profit/Loss for the yearN o . company on the year end

Last No. Amount Extend Networth Considered Not Description Reasonaudited of of attributable in Consoli- Considered of how why theBalance 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) datedBalance

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.


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 ConsolidatedBalance Sheet as at 31st March, 2015, the Consolidated Statement of Profit and Loss and the Consolidated Cash FlowStatement 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 viewof the consolidated financial position, consolidated financial performance and consolidated cash flows of the group inaccordance with the accounting principles generally accepted in India, including the Accounting Standards specifiedunder section 133 of the Act, read with rule 7 of the Companies (Accounts) Rules, 2014. The respective Board of Directorsof the companies included in the Group are responsible for maintenance of adequate accounting records in accordancewith the provision of the Act for safeguarding the assets of the group and for preventing and detecting frauds and otherirregularities; the selection and application of the appropriate accounting policies; making judgements and estimatesthat are reasonable and prudent; and the design, implementation and maintenance of adequate internal financialcontrols, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevantto the preparation and presentation of the consolidated financial statements that give a true and fair view and are freefrom material misstatement, whether due to fraud or error, which has been used for the purpose of preparation of theconsolidated 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 standardsand matters which are required to be included in the audit report under the provisions of the Act and the Rules madethere under.

We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Thosestandards require that we comply with ethical requirements and plan and perform the audit to obtain reasonableassurance 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 consolidatedfinancial statements. The procedures selected depend on the auditor’s judgement, including the assessment of the risksof material misstatement of the consolidated financial statements, whether due to fraud or error. In making those riskassessments, the auditor considers internal financial control relevant to the Holding Company’s preparation and presentationof the consolidated financial statements that give a true and fair view in order to design audit procedures that areappropriate in the circumstances, but not for the purpose of expressing an opinion on whether the Holding Companyhas in place an adequate internal financial controls system over financial reporting and the operating effectiveness ofsuch controls. An audit also includes evaluating the appropriateness of accounting policies used and the reasonablenessof the accounting estimates made by the Holding Company’s Board of Directors, as well as evaluating the overallpresentation 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 oftheir reports referred to in sub-paragraph (1) of the Other Matters paragraph below, is sufficient and appropriate toprovide 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 theconsideration of the reports of other auditors, on the financial statements/ consolidated financial statements of thesubsidiaries and joint ventures noted below, the aforesaid consolidated financial statements give the informationrequired by the Act in the manner so required and give a true and fair view in conformity with the accounting principlesgenerally accepted in India, of the consolidated state of affairs of the Group as at 31st March, 2015, and its consolidatedprofit 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 financialstatements reflects total assets of ` 847,906 lakhs as at March 31, 2015, total revenue of ` 220,463 lakhs and net cashoutflows 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



31, 2015, as considered in the consolidated financial statements, in respect of all associates, whose financial statementshave not been audited by us. These financial statements have been audited by other auditors whose report has beenfurnished to us by the Management and our opinion on the consolidated financial statements, in so far as it relatesto the amounts and disclosures included in respect of these subsidiaries and associates, and our report in terms ofsub-sections (3) and (11) of Section 143 of the Act, insofar as it relates to the aforesaid subsidiaries and associates , isbased 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 thelast available unaudited financials of the joint venture for the year ended 31st March, 2011 which reflects Company’sshare 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 Requirementsbelow, is not modified in respect of the above matters with respect to our reliance on the work done, the reports ofthe 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 Indiain terms of sub-section (11) of Section 143 of the Act, based on the comments in the auditors’ reports of the HoldingCompany, subsidiary companies and associate Company incorporated in India, we give in the Annexure a statementon 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 andbelief 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 consolidatedfinancial statements have been kept so far as it appears from our examination of those books and the reportsof the other auditors.

(c) The Consolidated Balance Sheet, the Consolidated Statement of Profit and Loss, and the Consolidated CashFlow Statement dealt with by this Report are in agreement with the relevant books of account maintained forthe purpose of preparation of the consolidated financial statements.

(d) In our opinion, the aforesaid consolidated financial statements comply with the Accounting Standards specifiedunder 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 31stMarch, 2015 taken on record by the Board of Directors of the Holding Company and the report of the statutoryauditor of subsidiary companies and associate Company incorporated in India, none of the directors of itssubsidiary companies and associate Company incorporated in India is disqualified as on 31st March, 2015 frombeing 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 theCompanies (Audit and Auditor’s) Rules, 2014, in our opinion and to the best of our information and according tothe explanations given to us:

i. The consolidated financial statements disclose the impact of pending litigations on the consolidatedfinancial 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 transferredto the Investor Education and Protection Fund by the Company during the year by the holding Company orsubsidiary companies incorporated in India. In case of one associate incorporated in India, there was delay of50 days in transferring amounts, required to be transferred, to the Investor Education and Protection Fund.



Amit Chaturvedi




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 incorporatedin India:

a. The respective entities have maintained proper records showing full particulars, including quantitative detailsand situation of fixed assets.

b. The fixed assets were physically verified during the year by the Management of the respective entities inaccordance with a phased periodical programme of verification which, in our opinion and the opinion of theother 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 holdingCompany at reasonable intervals.

b. In our opinion and according to the information and explanations given to us, the procedures of physicalverification of inventories followed by the Management of the holding Company were reasonable and adequatein 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 hasmaintained 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 Section189 of the Act. The receipt of principal amount and interest thereon is regular. In respect of associate Companyincorporated in India, the associate Company has granted loans to one Company covered in the Register maintainedunder Section 189 of the Companies Act, 2013, the said loan is interest free and loanee has not raised any demand forrepayment 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 tous and the other auditors, there is an adequate internal control system in the Holding Company, subsidiary companiesand associate Company incorporated in India, commensurate with the size of the respective entities and the natureof their business for the purchase of inventory and fixed assets and for the sale of services and during the course ofour and the other auditors audit no continuing failure to correct major weaknesses in such internal control systemhas been observed.

v) In our opinion and the opinion of the other auditors and according to the information and explanations given tous and the other auditors, the Holding Company, subsidiary companies and associate Company incorporated inIndia has not accepted any deposit within the meaning of provisions of sections 73 to 76 or any other relevantprovisions of the Act and the rules framed there under. Therefore, the provisions of clause (v) of paragraph 3 of theOrder are not applicable to the Holding Company, subsidiary companies and associate Company incorporated inIndia.

vi) According to the information and explanations given to us and the other auditors, in our opinion and the opinionof the other auditors, Central Government has not prescribed maintenance of cost records under sub-section (1) ofSection 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 statutorydues 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 ProvidentFund, 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 appropriateauthorities 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 arrearsas at March 31, 2015 for a period of more than six months from the date they became payable, except in case ofa associate Company incorporated in india where the undisputed amounts payable in respect of Fringe Benefittax of ` 2.75 Lakhs, Service Tax of ` 9.15 Lakhs and Tax deducted at source of ` 53.57 Lakhs as at 31st March 2015due 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 Taxand Cess which have not been deposited as on March 31, 2015 on account of disputes by the holding Company,

Annexure to Independent Auditors’ Report



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



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 tothe Investor Education and Protection Fund in accordance with the provisions of the Companies Act, 1956 andrules 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 betransferred, to the Investor Education and Protection Fund.

viii) The Holding Company, subsidiary companies and associate Company incorporated in India do not have consolidatedaccumulated 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 tous and the other auditors, the Holding Company, subsidiary companies and associate Company incorporated inIndia 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 theguarantees given by the Holding Company for loan taken by its wholly owned subsidiary from bank are notprejudicial to the interests of the Holding Company. In the opinion of the other auditors, the terms and conditionsof the guarantees given by the associate Company incorporated in India to consortium of banks for loans taken byV-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 bythe 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 nomaterial fraud on the Holding Company, its subsidiary companies, and associate Company incorporated in India hasbeen noticed or reported during the year.



Amit Chaturvedi




Consolidated Balance Sheetas at March 31, 2015



Amit Chaturvedi Urrshila Kerkar Peter KerkarPartner Director DirectorMembership No. 103141

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

(` in Lakhs)

Particulars Note As at March 31

No. 2015 2014

EQUITY AND LIABILITIES

Shareholder’s FundsShare Capital 1 8,466 6,826Reserves and Surplus 2 246,224 168,665Money Received against Share Warrant 1.4 5,615 -Minority Interest 75,412 82,054

335,717 257,545Non-Current LiabilitiesLong-term borrowings 3 330,647 473,945Deferred tax liabilities (Net) 4 2,871 6,999Other non-current liabilities 4(a) 291 -Long term provisions 5 1,431 2,448

335,241 483,392Current LiabilitiesShort-term borrowings 6 15,000 34,634Trade payables 7 39,661 54,277Other current liabilities 8 165,282 211,794Short-term provisions 9 8,408 6,433

228,351 307,139Total 899,309 1,048,075

ASSETSNon-current assetsFixed assets

Tangible assets 10 169,306 228,822Intangible assets 11 15,611 10,518Capital work-in-progress 10 1,562 4,707Intangible assets under development 11 15,678 17,173Goodwill on Consolidation 327,258 405,320

529,415 666,540Non-current investments 12 3,241 3,210Deferred tax Assets (Net) 4 325 11Long term loans and advances 13 1,423 1,507

4,989 4,728Current assetsCurrent investments 14 2,801 2,808Inventories 15 2,363 1,991Trade receivables 16 118,046 113,558Cash and Cash Equivalents 17 140,568 137,863Short-term loans and advances 18 100,961 120,422Other current assets 19 165 165

364,905 376,807Total 899,309 1,048,075

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



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



Amit Chaturvedi Urrshila Kerkar Peter KerkarPartner Director DirectorMembership No. 103141

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

(` in Lakhs)

Particulars Note For the year ended March 31

No. 2015 2014

INCOME

Revenue from operations 20 256,909 230,759Other Income 21 5,345 4,307Total Revenue 262,255 235,066

EXPENDITURE

Employee benefit expenses 22 91,400 87,479Finance costs 23 32,435 32,358Depreciation and amortization expense 10 & 11 19,831 17,113Other expenses 24 64,358 32,221Total Expenses 208,024 169,170

Profit before exceptional items and tax 54,231 65,896Less:- Exceptional Expenses 35 4,562a) 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 16,857Deferred tax (2,036) (1,027)Current tax expenses relating to prior years (1,275) 598

Profit after tax for the year 9,039 44,906Add : Share of Income/(Loss) from Investment in Associates (175) (154)Profit for the year 8,864 44,751

Share of Minority Interest (314) 6,434Profit after Minority Interest 9,178 38,317

Earnings each per equity share (Face Value per share ` 5 each): 29Basic (In `) 6.22 28.07Diluted (In `) 5.92 28.07



(` in lakhs)


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)

Cash Flow Statement for the year ended March 31, 2015



(` in lakhs)


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 financialstatements (adjusted for the Book Overdraft as per Note 8)









Significant Accounting Policies

A. Basis of Preparation of Consolidated Financial Statements

These consolidated financial statements have been prepared to comply with the generally accepted AccountingPrinciples in India (Indian GAAP), including the accounting Standards notified under the relevant provisions of thecompanies Act, 2013.

B. Principles of consolidation

• The financial statements of the Company and its subsidiary companies (which are not in the nature of jointventures) 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 resultingin 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 theaverage rate prevailing during the period. All assets and liabilities are converted at rates prevailing at the end ofthe period. Any exchange difference arising on consolidation is recognised in the foreign exchange translationreserve.

• The difference between the costs of investment in the subsidiaries, over the net assets at the time of acquisitionof shares in the subsidiaries is recognised in the financial statements as Goodwill or Capital Reserve as the casemay be.

• Minority Interest’s share of net profit of consolidated subsidiaries for the year is identified and adjusted againstthe 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 consolidatedbalance 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% ofequity, 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, aftereliminating unrealized profits and losses resulting from transactions between the Company and its associatesto the extent of its share, through its profit and loss account to the extent such change is attributable to theassociates’ 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 ofacquisition of shares in the associates is identified in the financial statements as Goodwill or Capital Reserve asthe case may be.

• In case of joint venture companies (JVC’s), the consolidated financial statements include the interest of theCompany in JVC’s, which has been accounted for using the proportionate consolidation method of accountingand reporting whereby the Company’s share of each of the assets, liabilities, income and expenses of a jointlycontrolled 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 liketransactions and other events in similar circumstances and are presented in the same manner as the Company’sseparate 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 basisexcept certain fixed assets which are stated at fair value and comply with the generally accepted accountingprinciples in India and the applicable accounting standards. The financial statements of the foreign subsidiaries areprepared as per the Financial Reporting Standards prevalent in respective countries. Accordingly, United Kingdombased subsidiaries are prepared in accordance with the UK financial reporting standards, UAE based subsidiaryCompany are prepared in accordance with International Financial Reporting Standards, Singapore based subsidiariesare prepared in accordance with the Singapore Financial Reporting Standards and Australia based subsidiaries areprepared in accordance with the Australia Financial Reporting Standards.



b. Use of estimates:

The preparation of financial statements requires estimates and assumptions to be made that affect the reportedamount of the assets and liabilities on the date of the financial statements and the reported amount of revenuesand expenses during the reporting period. Difference between the actual results and estimates are recognized in theperiod in which the results are known/ materialized.

c. Turnover:

In line with generally accepted accounting practices, turnover comprises of net commissions earned on travelmanagement, 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. Theincome arising from the buying and selling of foreign currencies has been included on the basis of marginsachieved.

d. Revenue Recognition:

In accordance with the Group’s accounting policy followed consistently, commissions/income arising from tours andrelated services is accounted after netting off all direct expenditures relating thereto net of discounts. Income frombuying and selling of foreign currencies is accounted on net basis as stated in (c) above. All revenues are accountedwhen 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 expensesincluding 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 andinstallation of fixed assets. Intangible assets represent Software, Video Shoots and Trademarks stated at cost lessaccumulated 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 lifeof assets as prescribed in Schedule II to the companies act , 2013. Intangible assets are amortised over a period of fiveto ten years, being the expected period of use. The leasehold land is depreciated over the lease period. Leaseholdimprovements 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 theGAAPs 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 towrite 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 wherethere 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%


• 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 ischarged to the Statement of Profit and Loss in the year in which an asset is identified as impaired. The impairmentloss recognized in prior accounting period is reversed if there has been change in the estimate of recoverableamount.

i. Investments:

Long-term investments are valued at cost. Provision for diminution in value of investments is made, if the diminutionis 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 priceand 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 ofprofit 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 lossaccount for the year in which the employee has rendered services. The expense is recognised at the presentvalue of the amounts payable determined using actuarial valuation techniques. The liability in respect of Postemployment and other long term employee benefits is calculated using the Projected Unit Credit Method andspread over the period during which the benefit is expected to be derived from employees’ services. Actuarialgains and losses in respect of post employment and other long term benefits are charged to the Statement ofprofit 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 arerecognized in Statement of Profit and Loss.

(v) In respect of integral foreign operations, all transactions are translated at rates prevailing on the date oftransaction or that approximates the actual rate on the date of transaction. Monetary assets and liabilities arerestated at the year end rates.

(vi) Any income or expense on account of exchange difference either on settlement or on translation is recognisedin the profit and loss account except in case of UK based subsidiaries where in accordance with UK GAAP theforeign exchange gain/loss on restatement of foreign currency loans is adjusted against Foreign CurrencyTranslation 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 taxrates and the tax laws enacted or substantially enacted as on the balance sheet date. Deferred tax assets arerecognized 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 presentobligation as a result of past events and it is probable that there will be an outflow of resources. ContingentLiabilities are not recognized but are disclosed in the notes. Contingent Assets are neither recognized nor disclosedin the financial statements.



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

(` in lakhs)


Authorised: 2015 2014

1. Share Capital

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:


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 sharesis entitled to one vote per share. The Company declares and pays dividends in Indian rupees. The dividend proposedby 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 assetsof the Company, after distribution of all preferential amounts. The distribution will be in proportion to the numberof equity shares held by the shareholders.


1.4 Money Received against Share Warrant:


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 equivalentnumber 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 asper 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


2015 2014

Capital Reserves

As per last Balance Sheet 30 32

Securities Premium Account:

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

169,494 73,824Debenture Redemption Reserve

As per last Balance Sheet 5,138 3,154Add: Transfer from Profit & Loss 1,130 1,983

6,268 5,138Revaluation Reserve:

As per last Balance Sheet 888 333Add/( Less) : during the year (59) 555

829 888Foreign Exchange Translation Reserve:

As per last Balance Sheet 5,912 (273)Additions during the year (24,179) 6,185

(18,267) 5,912General Reserve

As per last Balance Sheet 3,437 2,592Add: Transfer from Statement of Profit and Loss - 845Less: Adjustment to depreciation as per transitional provision ofPart C paragraph 7 (b) of schedule II of the Companies Act, 2013(Refer note no.10.3) 322 -

3,115 3,437Surplus i.e. Balance in Profit and Loss statement

As per last Balance Sheet 79,434 45,542Add: Profit for the year 9,178 38,317Less: Appropriations

Debenture Redemption Reserve 1,130 1,983Proposed Dividend* 1,693 1,365Tax on Proposed Dividend 354 232Actuarial gain on Pension Scheme 680 -Transfer to General Reserves - 845

84,755 79,434Total 246,224 168,665

* Dividend amount per equity share proposed to be distributed to Shareholders ` 1/- (P.Y. `1/- per share).

(` in Lakhs)

(` in Lakhs)



3. Long Term Borrowings


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 byFirst 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 FirstPari 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 PariPassu charge on receivables of the Company.

(d) Secured Non Convertible debentures to the extent `Nil Lakhs (Previous Year 7,500 Lakhs) are secured bySubservient 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 securedby Subservient Charge on the fixed assets of the Company, Second charge on the current assets of the Companyand 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 allassets of Cox & Kings Travel Ltd. and Cox & Kings (UK) Ltd. and Fixed charge on Fixed assets and current assetsof East India Travel Company Inc.,

(g) Secured Term Loan from Bank `Nil Lakhs (Previous year `5,677 Lakhs) are secured by bank guarantee given byparent 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 DebtService 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 ofCox & Kings Ltd , Cox & Kings (Australia) Pty Ltd and Cox & Kings Tours LLC, Dubai . Pari-Pasu share security ofCox & Kings Singapore and Cox & Kings Ltd. and First and exclusive security over all the shares and assets ofCox & 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 HolidaybreakLtd., 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 byfreehold 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 Serversof Cox and Kings Travel Ltd.

(m) Secured Finance Lease Obligations to the extent `37 Lakhs (Previous year `Nil Lakhs) are secured by first chargeon the equipments/Computer hardware purchased of Cox and Kings Australia Pty Ltd.

(` in Lakhs)


4. Deferred Tax Liability (Net)


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 -

(` in Lakhs)

(n) Secured Term Loan from Bank `3,793 Lakhs (Previous year `Nil) Secured by the Standby letter of credit issuedby Indian Banks, charge on the fixed and movable asset of Camp Rumbug and assignment of licence agreementfor 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:

Rate on 2016-17 2017-18 2018-19

Interest

Secured Debentures


1,300 Non Convertible Debentures 11.30% 13,000 - -

750 Non Convertible Debentures 10.50% - - 7,500

Unsecured Debentures


Total 22,000 - 7,500

3.3 Maturity Profile of other loans is set out below:

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

(` in Lakhs)

(` in Lakhs)



7. Trade Payables


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 MediumEnterprises Act, 2006 (MSMED Act) in respect of principal amount remaining unpaid to any supplier as at the end ofthe year, amount due to the suppliers beyond the appointed day during the year, amount of interest if any, accruedand remaining unpaid as at the end of the year etc. could not be disclosed for want of information whether sundrycreditors include dues payable to any such undertakings.

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.

6. Short Term Borrowings


2015 2014

(` in Lakhs)

(` in Lakhs)

5. Long-Term Provisions


2015 2014

Provision for Employee Benefits 1,431 2,448

Total 1,431 2,448

(` in Lakhs)


8. Other Current Liabilities


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.

(` in Lakhs)

9. Short-Term Provisions


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

(` in Lakhs)



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2015 2014

Non CURRENT INVESTMENTS (Unquoted, Non Trade)

Investments in Equity Instruments of Others:


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 byCompany/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


12. Non Current Investments

(` in Lakhs)


2015 2014

13. Long Term Loans And Advances


Deposits (Including Security & EMD Deposits) 1,423 1,507

Total 1,423 1,507



(` in Lakhs)


2015 2014

14. Current Investments

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


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)


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


2015 2014


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



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

(` in Lakhs)

(` in Lakhs)

(` in Lakhs)


17. Cash and Bank Balance (contd.)


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 monthsbut upto twelve months.

Sub Total 31,082 41,627

Total 140,569 137,863

(` in Lakhs)

(`in lakhs)


2015 2014

20. Revenue from Operations

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

(` in Lakhs)


2015 2014

18. Short Term Loans and Advances


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

(` in Lakhs)


2015 2014

19. Other Current Assets

Others 165 165

Total 165 165



(` in Lakhs)


2015 2014

21. Other Income

Interest


From Banks 147 140

From Others 3,936 1,852

Dividend


Net Gain on Sale of Investments


Other Non operating Income

Profit on Sale of Fixed Assets 83 951

Others 573 590

Total 5,345 4,307

22. Employee Benefit Expenses


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


2015 2014

Interest expense 29,428 27,767

Other borrowing costs 3,007 4,591

Total 32,435 32,358

24. Other Expenses


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

(` in Lakhs)

(` in Lakhs)

(` in Lakhs)


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 mainbusiness. As such, there are no seperate reportable segments as per the Accounting Standard 17 (Segment Reporting)notified by Companies (Accounting Standard) Rules, 2006.


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

24. Other Expenses (contd.)


2015 2014

(` in Lakhs)

(` in Lakhs)



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 andrelationship.

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 :

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

(` in Lakhs)


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 PrivateLimited.

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 OneTravels & 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) fromEzeego 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 (Previousyear ` 86 Lakhs) Meininger Holding GmbH .`Nil (Previous year `Nil) Royal Indian Rail Tours Ltd and `538Lakhs (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 (Previousyear `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 toMr. 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.

b) Transaction durring the year with related parties : (contd.)

Sr. Nature of Transaction Associates Key Managerial Others Total

No. Personnel

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%

(` in Lakhs)



b) The Company’s share of assets, liabilities, income, expenditure, contingent liabilities and capital commitmentscompiled 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 forfinancial year 2011-12, 2012-13, 2013-14 & 2014-15. Hence, the figures of the company’s share in the assets andliabilities of the joint venture as at 31st March, 2015 and the income and expenses for the year ended on thatdate as required by Accounting Standard AS 27 – Financial Reporting of Interests in Joint Venture have not beenstated.

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

ElectricalEquipments** 44 10 25 29 4 10 7 7 22 40

OfficeEquipments** 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 theStatement 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 theStatement of Profit and Loss for the year and included under Other Operating Income.


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 theseagreements, 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 ofassets acquired under leases are as follows:

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 notlater than five years 40 1,789 2 53 38 1,736

Later than five year - - -

(` in Lakhs)


2015 2014

(` in Lakhs)

(B) The Company has operating lease in respect of office premises. Further lease rentals payable in respect of noncancellable Lease period is as follows :


2015 2014

29. Earnings Per Share (EPS)

(a) Earnings Per Share (EPS) Basic and Diluted

Net Profit after Tax as per Statement of Profit & Loss attributable toEquity 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/-



30. Financial Derivative Instruments:

A. Derivative contract entered into by the Company for hedgeing currency risk and outstanding as on31st March, 2015.

Nominal amount of forward contract entered into by the Company and outstanidng as on 31st March 2015amounting to `46,597 Lakhs (Previous year `85,946 Lakhs)

(` in Lakhs)


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 on31st March, 2015.

Nominal amount of interest rate swap contract entered into by the Company and outstanding as on 31st March2015 amounting to `129,859 Lakhs (Previous year ` 206,822 Lakhs).

(` in Lakhs)



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


C. Derivative contract entered into by the Company for hedgeing Composite (FX & Interest rate) risk and outstandingas on 31st March, 2015

Nominal amount of interest rate swap contract entered into by the Company and outstanding as on31st March 2015 amounting to `Nil (Previous year `71,710 Lakhs).

(` in Lakhs)



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)



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

(` in Lakhs)


2015 2014

31. Contingent Liabilities:

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



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 Limitedand its subsidiaries and the interest of the Company in joint ventures, in the form of jointly controlled entities for theyear 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%


- 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 DestinationsManagement 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 HollandHolding 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%




- 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%




- 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 ofacquisition 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 AcceptedAccounting 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%



(` in Lakhs)


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 andexceptional 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

34 Discontinued Operations:

On 2nd June 2014, the Board of Directors had approved the sale of the Camping Division of it’s subsidiary CompanyHolidaybreak Ltd for a consideration of GBP 89.20 million. The sale of camping is consistent with company’s strategyof becoming a Leisure and Education travel group and allows to focus on businesses that have a global footprintand market leadership position. The transaction was completed on 11th September 2014, upon receipt of theregulatory approvals. The consolidated results includes the company’s discontinued operations from the campingdivision as under:


35. Other Notes

(a) Previous year’s figures have been regrouped/reclassified wherever necessary to correspond with the currentyear’s classification/disclosure.

(b) The Royale India Rail Tours Ltd. (RIRTL) is a 50:50 joint venture between Indian Railway Catering and TourismCorporation (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 partiesto 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 werecontinuing as at the year end. Company has invested `250 Lakhs in equity capital, `3958.10 Lakhs as loans andhas trade receivable of `519.03 Lakhs as at March 31, 2015. Based on the legal opinion, the Company is confidentof 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 courseof 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 businessesof Holidaybreak Limited, UK subsequent to its acquisition and for the year ended 31st March 2013 it comprisesof `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 Loanand Inter Company Loans for acquistion purposes.



Amit Chaturvedi Peter Kerkar Urrshila Kerkar


Date : May 15, 2015 Anil Khandelwal Rashmi Jain

Place: Mumbai C.F.O. Company Secretary



Notes

Cox & Kings Sheet 2015_Part II.pmd - Moneycontrol

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