CHL Ltd Directors Report

Dear Members,

The Board of Directors is delighted to present the 46th Annual Report of the Company along with the Audited Financial Statements and Auditors Report for the Financial Year ended on 31st March 2025.

In compliance with the applicable provisions of the Companies Act, 2013, ("the Act"), and the Securities and Exchange Board of India ("SEBI") (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"),this Boards Report is prepared based on the Standalone and Consolidated Financial Statements of the Company for the Financial Year ended 31st March 2025 (year under review) and also present the key highlights of performance of the Company as well as of its subsidiary during the year under review.

1. FINANCIAL HIGHLIGHTS

( inLakhs)

	2024-25	2023-24	2024-25	2023-24
1. Total Revenue	11134.38	9336.16	15,229.92	15,401.05
2. Less: Expenses	7583.64	6495.16	14,342.64	13,716.10
3. Profit/(Loss) before Tax and Prior	3550.74	2841.01	887.28	1,684.95
period items
4. Prior Period Items-Income /	(114.16)	-	(114.16)	-
(Expenses)
5. Profit/(Loss) before Tax	3436.57	2841.01	773.12	1,684.95
6. Less : Net Tax Expenses	944.02	733.38	944.02	733.38
7. Profit/(Loss) after Tax	2492.56	2107.63	(170.90)	951.57
8. Other Comprehensive Income	(17.55)	(0.05)	(17.55)	(0.05)
9. Total Comprehensive Income/(Loss)	2475.01	2107.57	(678.23)	622.21
10. Reserves and Surplus	16839.82	14304.34	(13,198.84)	(12,581.08)

The gross revenue of the Company for the year under review at Rs.11134. 38 Lacs was higher by 19.26% as compare than that of the previous years gross revenue which was at Rs.9336.16Lacs.

The Profit/(Loss) before tax after depreciation and finance cost at Rs.3436.57 Lacs was higher by 21.00 % for the year under review as compared to Rs. 2841.01 Lacs for the previous year.

Net Profit/(Loss) after providing tax for the year under review was Rs.2492.56 Lacs was higher by 18.26% as compared to Rs. 2107.63

Lacs for the previous year.

The total comprehensive income for the year under review was Rs. 2475.01 lacs was higher by 17.43 %as compared to the Rs. 2107.57lacs for the previous year.

2. FINANCIAL STATEMENTS

A. Standalone Financial Statements

The annexed financial statements is in accordance with the Indian Accounting Standards( Ind AS ) notified under section 133 of the

Companies Act, 2013 (the Act), Companies (Indian Accounting Standards) Rules, 2015, as amended from time to time and other relevant provisions of the Act.

B. Consolidated Financial Statements

The directors also present the audited consolidated financial statements incorporating the duly audited financialstatements of the subsidiary, and as prepared in compliance with the Companies Act, 2013,applicable Accounting Standards and SEBI Listing Regulations, 2015 as prescribed by SEBI.

3. DIVIDEND

The Company has neither declared nor recommended any dividend during the year under review.

4. HOSPITALITY BUSINESS PERFORMANCE

Indias travel and tourism sector is expected to contribute a staggering Rs 22 lakh core to the Indian economy in 2025, with employment in the sector likely to exceed 48 million as a surge in both foreign and domestic tourists drive growth, according to the latest report released by the World Travel and Tourism Council (WTTC).

Indias tourism sector, rich in heritage, culture, and diversity, is emerging as a global favorite and a key driver of economic growth. Recognizing its potential for employment-led development, the Union Budget 2025-26 has allocated 2541.06 crore to enhance infrastructure, skill development, and travel facilitation. A major initiative includes developing 50 top tourist destinations in partnership with states through a challenge mode, ensuring world-class facilities and connectivity. With committed efforts, tourism is set to drive India s progress toward becoming a developed nation by 2047.

According to the National Council for Tourism Data & Research (NCTDR), India is expected to welcome 19.2 million international tourists in 2025, marking an 8.6% increase year-on-year.

Indias tourism industry is projected to continue its upward trajectory in 2025, despite emerging challenges. International tourist arrivals are expected to grow from 17.7 million in 2024 to 19.2 million, reflecting an 8.6% increase. Correspondingly, tourism revenue is forecasted to rise by 9.5%, reaching $43.7 billion, up from $39.9 billion last year. The average hotel price in India s top cities is projected to increase by 11%, from 7,300/night to 8,100/night.

5. DIRECTORS AND KEY MANAGERIAL PERSONNEL ( KMP )

During the period under review, the change in Directors and KMP as below:

(a) Re-appointment of retiring Director

Ms. Kajal Malhotra (DIN: 01319170) Director who retires by rotation as a Director of the Company at the forthcoming Annual General

Meeting and being eligible, has offered herself for re-appointment. The Board recommends the re-appointment of Ms. Kajal Malhotra as a

Director on the Board.

(b) Appointment of Independent Directors

(i) Mr. Rakesh Mathur (DIN: 02285801): Mr. Rakesh Mathur was appointed as an Independent Director at 45th Annual General Meeting of the Company held on the 27th September, 2024 for a period of 5 (Five) Consecutive years, not liable to retire by rotation, constituting first term of five consecutive years from September 29, 2024 to September 28, 2029.

(ii) Mr. Ashish Kapur (DIN: 00002320):Mr. Ashish Kapur was appointed as an Independent Director at 45thAnnual General Meeting of the company held on the 27th September, 2024 for a period of 5 (Five) Consecutive years, not liable to retire by rotation, constituting first term of five consecutive years from September 29, 2024 to September 28, 2029.

(c) Retiring Independent Directors

Pursuant to section 149(11), " no Independent director shall hold office for more than two consecutive terms [five consecutive years one term (section 149 (10)], but such Independent director shall be eligible for appointment after the expiration of three years of ceasing to become an Independent director.

The brief details of retiring Independent Directors are as hereunder:

(i) Mr. Lalit Bhasin (DIN: 00002114): He was reappointed as an Independent Director at 35th Annual General Meeting of the company held on the 29th September, 2014 for a period of 5 (Five) Consecutive years, not liable to retire by rotation, constituting first term of five consecutive years after the commencement of Companies Act, 2013. Subsequently, again he was reappointed at the 40th An -nual General Meeting of the company held on the 12th August, 2019, as an Independent Director of the Company w.e.f. 29th Day of

September 2019 for a further period of 5(Five) consecutive years not liable to retire by rotation, accordingly the second term of five consecutive years shall ends on 28th September, 2024.

(ii) Mr. Subhash Ghai (DIN: 00019803): He was reappointed as an Independent Director at 35th Annual General Meeting of the company held on the 29th September, 2014 for a period of 5 (Five) Consecutive years, not liable to retire by rotation, constituting first term of five consecutive years after the commencement of Companies Act, 2013. Subsequently, again he was reappointed at the 40th Annual General Meeting of the company held on the 12th August, 2019, as an Independent Director of the Company w.e.f 29th Day of

September 2019 for a further period of 5(Five) consecutive years not liable to retire by rotation, accordingly the second term of five consecutive years shall ends on 28th September, 2024.

(iii) Mr. Yash Kumar Sehgal (DIN: 03641168): He was reappointed as an Independent Director at 35th Annual General Meeting of the company held on the 29th September, 2014 for a period of 5 (Five) Consecutive years, not liable to retire by rotation, constituting first term of five consecutive years after the commencement of Companies Act, 2013. Subsequently, again he was reappointed at the 40th

Annual General Meeting of the company held on the 12th August, 2019, as an Independent Director of the Company w.e.f 29th Day of September 2019 for a further period of 5(Five) consecutive years not liable to retire by rotation, accordingly the second term of five consecutive years shall ends on 28th September, 2024.

(d) Other Independent Director

(i) Mr. Alkesh Tacker (DIN: 00513286): Mr. Alkesh Tacker was appointed as an Independent Director at 37th Annual General Meeting of the company held on the 12th August, 2016 for a period of 5 (Five) Consecutive years, not liable to retire by rotation, constituting first term of five consecutive years after the commencement of Companies Act, 2013.Subsequently, he was reappointed at the 42nd

Annual General Meeting of the company held on the 31st August, 2021, as an Independent Director of the Company from August 12,2021 to August 11, 2026, for a further period of 5(Five) consecutive years not liable to retire by rotation.

All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Board agreed that the Independent Directors satisfactorily meet the required criteria of independence.

In pursuant to the provisions of Section 203 of the Companies Act, 2013, Mr. Luv Malhotra as Managing Director, Mr. Gopal Prasad as

Chief Financial Officer and Mr. Dinesh Kumar Maurya as Company Secretary are comprises as the Key Managerial Personnel of the

Company.

As on 31st March 2025, the composition of the Board of Directors of CHL Limited as below:

Name of Directors	Position
Mr. Luv Malhotra	Managing Director
Mr. Gagan Malhotra	Executive Director
Ms. Kajal Malhotra	Non-Executive Non-Independent Woman Director
Mr. Alkesh Tacker	Non-Executive Independent Director
Mr. Rakesh Mathur	Non-Executive Independent Director
Mr. Ashish Kapur	Non-Executive Independent Director

There is no appointment or resignation of Key Managerial Personnel (KMP)during the Financial Year 2024-25. While, change in Directorship and KMP post closure of Financial Year 2024-25, as below:

M r. Gagan Malhotra (DIN: 00422762) was resigned from the position of Executive Whole-time Director with effect from 16.06.2025. The

Board of Directors were intimated and approved through resolution passing by circulation dated 16.06.2025.

Mr. Ayush Rai, (M.No.A61075) has appointed as the Company Secretary and ComplianceOfficer of the company w.e.f. 13th August, 2025 with the commencement of Business hours, in place of Mr. Dinesh Kumar Maurya who has resigned from the post of Company Secretary and Compliance Officer of CHL Limited w.e.f 12th August, 2025, with the closing of business hours.

6. MANAGEMENT DISCUSSION AND ANALYSIS

In pursuant to Regulation 34(2)(e) the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 Management Discussion and Analysis Report enclosed as an integral part of the Integrated Annual Report.

7. SUBSIDIARY AND ASSOCIATE COMPANY

CJSC CHL International is a subsidiary company incorporated in Tajikistan has developed a Five-Star Hotel at Dushanbe, the capital of

Tajikistan. The Hotel project was financed by the Export Import Bank of India. The Hotel is operating under the Brand name " Hilton " .

There is no Associate Company within the meaning of Section 2(6) of the Companies Act, 2013 ("Act"). Further there has been no material change in the nature of business of the subsidiary.

In terms of provision to subsection(3) of Section129 of the Act, the salient features of the Financial Statement of the subsidiary is set out in the prescribed form AOC-1, which forms part of the Annual Report 2024 -25.

8. DISCLOSURE AS PER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,PROHIBITION AND REDRESSAL) ACT,2013

The Company has zero tolerance for sexual harassment at work place and has adopted a policy on prevention, prohibition and redressal of sexual harassment at work place in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and rules made thereunder, the Company has also constituted an Internal Complaint Committee (ICC). The particulars of the complaints and their redressal for the year ended 31st December 2024 as below:

	FY 2024
(a) number of complaints of sexual harassment received in the year;	0
(b) number of complaints disposed -off during the year;	0
(c) number of cases pending for more than ninety (90) days.	2

9. WHISTLE BLOWER /VIGILMECHANISM

In pursuant to the provisions of Section 177(9) and (10) of the Companies Act, 2013, a Vigil Mechanism for Directors and employees to report genuine concerns has been established. The Company has a Whistle-Blower Policy in place to report concerns about unethical behavior, actual or suspected fraud or violation of the Companys Code of Conduct. The Vigil Mechanism Policy is available on the website of the Company at www.chl.co.in under investors section, the link of policy as below: https://chl.co.in/assets/pdf/Whistle%20Blower%20and%20Vigil%20Mechanism%20Policy.pdf

10. ANNUAL RETURN

The Annual Return of the Company as on March 31, 2025, is available on the website of the Company, the link as below: https://chl.co.in/welcome/investor/form_MGT-7

11. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Details of Loans, Guarantees and Investments if any, covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

12. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

Your Directors would like to inform that no material changes and commitments have occurred between the end of the financial year under review and the date of this report that may adversely affect the financial position of the Company.

13. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement of Section134(5) of the Act, and based on the representations received from the management, the Directors hereby confirm that: i. In the preparation of the Annual Accounts for the Financial Year 2024-25, the applicable accounting standards have been followed and there is no material departure; ii. They have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the Financial year and of the profit of the Company for the Financial Year; iii. They have taken proper and sufficient care to the best of their knowledge records in accordance with the provisions of the Act. They confirm that there are adequate systems and controls for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; iv. They have prepared the Annual Accounts on a going concern basis; v. They have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and operating properly;and vi. They have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

14. CORPORATE GOVERNANCE

Your Company has taken adequate steps to ad here all the stipulations laid down in the Listing Regulation. A report on the Corporate

Governance along with certificate from Practicing Company Secretary, A. CHADHA & ASSOCIATES confirmingthe Compliance is included as part of the report.

15. LISTING WITH STOCK EXCHANGE

The Listing fee is being paid for the year ?€“ 2025-26 to the BSE Limited, where the Companys Shares are listed.

16. (a) PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

The information pursuant to Section 197 (12) of the Act, read with Rule 5(1), 5(2) and 5(3) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014, in respect of Directors, Key Managerial Personnel and employees of the Company is given in

Annexure and form part of the report. There are no employees drawing remuneration above the limits specified under section 197 (12) of the Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014.

(b) REMUNERATION RATIO OF THE KEY MANAGERIAL PERSONNEL

The information required pursuant to section 197 read with rule 5 of the Companies (Appointment and Remuneration of the managerial Personnel) Rules, 2014 and Companies (Particulars of Employees) Rules, 1975. Details as per mentioned in the Corporate Governance Report.

17. DEMATERIALISATION OF SHARES

As on 31st March, 2025, the total paid up Equity Share Capital of the Company is Rs.109,636,580 comprising of 5,48,18,290 Equity

Shares of Face Value of Rs. 2/-each. Out of the total Equity Shares, of 5,41,00,249(98.690%) Equity Shares of the Company stand in dematerialized and balance 7,18,041(1.310%) Equity Shares are still in physical form.

18. AUDITORS Statutory Auditors

Initially, Statutory Auditors of the company, M/s DGA & Co., Chartered Accountants, New Delhi (Firm Registration No. 003486N) was appointed as Statutory Auditors of the company for a period of Two years to hold office from the conclusion of 38th Annual General Meeting

(AGM) till the conclusion of the 40th AGM. Thereafter, in the 40th AGM of the company, M/s DGA & Co., Chartered Accountant was reappointed for a period of Three years to hold office from the conclusion of 40th AGM of the company till the conclusion of 43th AGM of the

Company. Further, M/s DGA & Co., was reappointed for a period of one year from the conclusion of 43rd AGM of company till the conclusion 44th AGM of company. Subsequently, the Statutory Auditors of the company again re-appointed reappointed for a period of one year from the conclusion of 44th AGM of company till the conclusion 45th AGM of company. The same Statutory Auditors again re-appointed for the period of two years from the conclusion of 46th AGM of company till the conclusion 48th AGM of company. Their tenure is coming to end from the conclusion of the 46th Annual General Meeting of the company. Subject to the approval of the shareholders of the company and pursuant to the provisions of Section 139 of the Act and the rules framed there under, the Board of Directors in its meeting held on 26th May, 2025 re-appointed as a Statutory Auditor of the company for the period of two years from the conclusion of 46th Annual General Meeting of the company till the conclusion of 48th Annual General Meeting of the company. In the ensuing Annual General Meeting, the firm is being appointed as per the Notice of the 46th

The Audit Committee in its meeting held on 26.05.2025 has recommended the aforesaid reappointment.

Internal Auditors

M/s Gulvardhan Malik & Co., Chartered Accountants have been conducting periodic Internal Audit of all the operations of the Company. Internal Audit Reports are regularly placed before the Audit Committee for their review and for recommendation to the Board.

Secretarial Auditors

In compliance with SEBI circular no. SEBI/HO/CFD/CFD-PoD-2/CIR/P/2024/185 dated December 31, 2024 and pursuant to the amended provisions of Regulation 24A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI LODR Regulations) and provisions of Section 204 of the Companies Act, 2013 (Act) & Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Audit Committee, and the Board of Directors at their meetings held on August 12, 2025 have considered, approved and recommended the appointment of M/s. A. Chadha & Associates, Gurugram, (Peer Review

Certificate No. 4752/2023), Company Secretaries in Practice (CP N0. 3732) as Secretarial Auditors of the Company for a term of 5(Five) consecutive years from the conclusion of 46th Annual General Meeting (AGM) till the conclusion of 51st AGM of the Company.

19. AUDITOR S REPORT

Statutory Auditors Report

The Report of the Statutory Auditors of the Company along with the Notes to Schedules forms part of the Annual Report 2024-25 and contains an Unmodified Opinion . without any qualification, reservation,disclaimeror adverse remark The Statutory Auditors of the Company have not reported any fraud as specified in Section 143(12) of the Companies Act, 2013.

Secretarial Auditors Report

The Secretarial Auditors Report has been attached in the form of MR-3, as a part of Annual Report.

20. COST AUDIT

The Company is not required to maintain cost records as specified by the Central Government under Section 148(1) of the Companies Act,

2013.

21. INTERNALCONTROL

The Board has adopted policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the

Companys policies, safeguarding of its assets, prevention and detection of fraud, error reporting mechanisms, accuracy and completeness of the accounting records, and timely preparation of reliable financial disclosures. The information about internal controls is set out in the

Management Discussion & Analysis report which is attached and forms part of this Report.

22. RISK MANAGEMENT

The Risk Management is over seen by the Audit Committee of the Company on a continuous basis. The Committee oversees Companys process and policies for determining risk tolerance and review managements measurement and comparison of overall risk tolerance to established levels. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuous basis.

23. CHANGE IN THE NATURE OF BUSINESS

During the year under review, there has been no change in the nature of business of the Company.

24. MICRO, SMALL AND MEDIUM ENTERPRISES ( " MSME " )

Your Company is a Medium Enterprise under the Micro, Small and Medium Enterprises Development Act, 2006 vide registration number dated 03.07.2020: UDYAM-DL-09-0000001.

25. DEPOSITS

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

26. CORPORATE SOCIAL RESPONSIBILITY (CSR)

As per section 135 and Schedule VII of the Companies Act, 2013, your Company has already constituted the Corporate Social Responsibility Committee of Board of Directors. The present members are Mr. Alkesh Tacker, Chairman, Mr. Ashish Kapur, Member and Ms. Kajal Malhotra, Member. The CSR policy as approved by Board of Directors in pursuance of section 134 (3) (o) of the Act is annexed and form part of this report. Further, the Annual Report on CSR activity in pursuance of Rule8 of the Companies (Corporate Social Responsibility Policy) Rules2014, describing inter-alia the initiatives taken by the Company in implementation of its CSR Policy is annexed and forms part of this Report. The link of CSR Policy as below under investor section:www.chl.co.in

27. RELATED PARTY TRANSACTIONS

During the year under review, there were no contracts or arrangements or transactions entered into, which were not arms length basis.

There were no materially significant related party transactions with the Company s Promoters, Directors, Management or their relatives, which could have had a potential conflict with the interest of the Company.

The Board of Directors of the Company has on the recommendation of the Audit Committee, adopted a policy to regulate transactions if any, between the Company and its Related Parties, in compliance with the applicable provisions of the Companies Act, 2013, the Rules thereunder and the Listing Regulation. This Policy was approved by the Board and is available on the website of the Company at www.chl. co.in.The link of the policy as below: https://chl.co.in/assets/pdf/Policy%20on%20dealing%20with%20Related%20Party%20Transactions.pdf

In terms of provision to clause (h) sub section (3) of Section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014, the salient features of the Related Party Transactions of the Company is set out in the prescribed form AOC-2, which forms part of the Annual Report 2024-25.

28. DISCLOSURES Meetings of the Board

Five Meetings of the Board of Directors were held during the year. The particulars of the meetings held and attended by each Director are detailed in the Corporate Governance Report.

The Board of Directors in their meeting held on 27th September, 2024, has been reconstituted various committees, as the Chairperson / members for being retiring from their respective committees. As on 31st March, 2025, the details of various committees are hereunder: (a) AUDIT COMMITTEE

Name of Members	Position (Membership and Chairmanship)
Mr. Ashish Kapur	Chairman
Independent Director
Mr. Rakesh Mathur	Member
Independent Director
Mr. Luv Malhotra	Member
Managing Director

(b) NOMINATION AND REMUNERATION COMMITTEE

Name of Members	Position (Membership and Chairmanship)
Mr. Rakesh Mathur	Chairman
Independent Director
Mr. Ashish Kapur	Member
Independent Director
Ms. Kajal Malhotra	Member
Non-Executive Non-Independent Director

(c ) STAKEHOLDERS RELATIONSHIP COMMITTEE

Name of Members	Position (Membership and Chairmanship)
Mr. Rakesh Mathur	Chairman
Independent Director
Mr. Alkesh Tacker	Member
Independent Director
Mr. Luv Malhotra	Member
Managing Director

(d) CORPORATE SOCIAL RESPONSIBILITY (CSR) COMMITTEE

Name of Members	Position (Membership and Chairmanship)
Mr. Alkesh Tacker	Chairman
Independent Director
Mr. Ashish Kapur	Member
Independent Director
Ms. Kajal Malhotra	Member
Non-Executive Non-Independent Director

The performance evaluation of the Board, its Committees and Individual Directors was conducted and the same was based on questionnaire and feed back from all the Directors on the Board as a whole, Committees and self-evaluation. Directors, who were designated, held separate discussions with each of the Directors of the Company and obtained their feedback on overall Board effectiveness as well as each of the other Directors. Based on the questionnaire and feedback, the performance of every Director was evaluated in the meeting of the Nomination and Remuneration Committee(NRC).The Meeting of NRC also reviewed performance of the Managing Director (qualitative). A separate meeting of the Independent Directors ("Annual ID meeting") was convened on 10/02/2025, which reviewed the performance of the Board (as a whole), the Non-Independent Directors and the Managing Director. Post the Annual ID Meeting, the collective feedback of each of the Independent Director was discussed by the Chairman of the NRC with the Boards Chairman covering performance of the Board as a whole as well as performance of the Non-Independent Directors and performance of the Board Chairman.

Some of the key criteria for performance evaluation are as follows ?€“

Performance evaluation of Directors

Attendance at Board or Committee meetings.

Contribution at Board or Committee meetings.

Guidance/support to management outside Board/Committee meetings.

Performance evaluation of Board and Committees

Degree of fulfillment of Key responsibilities

Board structure and composition

Establishment and delineation of responsibilities to committees.

Effectiveness of Board processes, information and functioning.

Board culture and dynamics.

Quality of relationship between Board and Management.

Efficacy of communication with external stakeholders.

30. PARTICULARS AS PER SECTION 134(3)(m) OF THE COMPANIES ACT, 2013 READ WITH RULE 8 OF THE COMPANIES (ACCOUNTS)

RULES2014.

(a) Conservation of Energy

Energy conservation continues to receive priority attention at alll evels. All efforts are made to conserve and optimize use of energy with continuous monitoring, improvement in maintenance and distribution systems and through improved operational techniques. To give thrust on energy conservation, "optimum utilization of natural light", is focused on and energy saving lighting solution such as light emitting diodes and solar panel and devices suchasautomatedcontrolsandsensorsarefittedin wherever necessary and feasible and it is being continuously adopted.

(b) Technology Absorption: Nil (c) Foreign Exchange Earnings and Outgo

During the year under review, your company has earned Rs. 1233.29 Lacs Foreign Exchange (Previous Year Rs. 1424.45Lacs) and used foreign exchange to the extent of Rs. 0.76 Lacs (Previous year Rs. 6.09 Lacs).

31. The details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year along with their status as at the end of the financial year.

CJSC CHL International, our subsidiary Company has taken a term loan of USD 32.50 mn from the Export Import Bank of India (EXIM

Bank) for the construction of a five-star hotel in Dushanbe, Tajikistan, for which the Corporate and Personal Guarantee of equivalent amount was executed by CHL Limited and Late Dr. L K Malhotra respectively.

EXIM Bank filed an application being CP No. IB-392 (PB)/2017 under section 7 of the Insolvency and Bankruptcy Code, 2016 (IBC) before

National Company Law Tribunal, Delhi (NCLT), against CHL Limited, which was dismissed vide order dated 11.01.2018 on the ground that there was no default on the part of the borrower. This judgement was upheld by the National Company Law Tribunal (NCLT) through its judgement and order dated 16.01.2019. This judgement and order dated 16.01.2019 was challenged by EXIM Bank through Civil Appeal No. 1671 of 2019, titled as Export Import Bank of India Vs CHL Limited before the Honble Supreme Court which is pending adjudication.

EXIM Bank also filed original application through OA No. 508/2020, titled as EXIM Bank Vs CHL Limited converted to TA No. 224/2022,

Exim Bank Vs CHL Limited claiming an amount of USD 44,611,207 along with pendent lite and future interest, before Debt Recovery Tribunal ?€“ III, New Delhi (DRT-III), which is pending adjudication.

Our subsidiary Company CJSC CHL International, filed a case bearing Case No. 52/2023 against EXIM Bank before the Economic Court of Dushanbe in respect of loan availed by it. During the pendency of case, One Time Settlement (OTS) was executed by EXIM Bank, the

Principle Borrower and Guarantors on 23.11.2023, which was modified on 08.12.2023. This OTS was placed before the Economic Court of

Dushanbe, which crystallized the liability of CJSC CHL International to USD 34 million. The OTS is under implementation as on 31st March, 2025.

EXIM Bank filed an application bearing I.A No. 189/2024 in Transfer Application No. 224 of 2022 titled as EXIM Bank vs CHL Limited before Debt Recovery Tribunal-III, thereby bringing on record, the above OTS. Moreover, CHL Limited also filed an application for bringing on record inter-alia the judgements passed by the Economic Court of Dushanbe bearing no 332/2024 in IA No. 224/2022.

In addition to the above, EXIM Bank filed Civil Appeal bearing No. 1671 of 2019, titled as Export Import Bank of India v CHL Limited challenging the judgment dated 16.01.2019 passed by National Company Law Appellate Tribunal (NCLAT), New Delhi, which is pending adjudication.

32. The details of differencebetween amount of the valuation done at the time of one time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof.

No such difference in valuation done for OTS during period under review.

33. A statement by the company with respect to the compliance to the provisions relating to the Maternity Benefits Act, 1961. The company has been filed various forms under the Maternity BenefitAct, 1961 regularly and complied with the applicable statute.

34. The Company has already constituted the Nomination and Remuneration Committee covered under sub-section (1) of section 178, companys policy on directors appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a director and other matters provided under sub-section (3) of section 178; The details of Nomination and Remuneration Committee are as hereunder: - NOMINATION AND REMUNERATION COMMITTEE

Name of Members	Position (Membership and Chairmanship)
Mr. Rakesh Mathur	Chairman
Independent Director
Mr. Ashish Kapur	Member
Independent Director
Ms. Kajal Malhotra	Member
Non-Executive Non-Independent Director

The state of the Company s affairs is more described in the Management Discussion and Analysis attached with the Board s Report.

36. The amounts, if any, which it proposes to carry to any reserves:

The amounts, if any, which it proposes to carry to any reserves is more prescribed under the Note No. 12 of the Financial Statements (Standalone & Consolidated) for the year ended on 31st March, 2025, respectively.

37. The names of companies which have become or ceased to be its Subsidiaries, joint ventures or associate companies during the year; NIL

38. ACKNOWLEDGEMENTS

Your Directors wish to convey their appreciation to the business associates for their support and contribution during the year. Your Directors would also like to thank Central Government and State Government Especially Department of Tourism, employees,shareholders,customers,suppliers, alliance partners and bankers for the continued support given by them to the Company and their confidence reposed in the management and the Company.

For and on behalf of the Board
Luv Malhotra	Kajal Malhotra
Managing Director	Director
DIN: 00030477	DIN: 01319170
Place: New Delhi
Date: 12th August, 2025