CHL Ltd Directors Report

for the Financial Year ended 31st March 2026

To, The Members,

CHL LIMITED

The Board of Directors is delighted to present the 47th Annual Report of the Company along with the Audited Financial Statements and Auditors Report for the Financial Year ended on 31st March 2026.

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 2026 (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

Particulars	Standalone	Standalone	Consolidated	Consolidated
	2025-26	2024-25	2025-26	2024-25
Total Revenue	10,941.81	11,134.38	16,515.12	15,229.92
Less: Expenses	8,740.80	7,583.64	15,799.33	14,342.64
Profit/(Loss) before Tax and Prior period items	2,201.00	3,550.74	715.79	887.28
Prior Period Items - Income/(Expenses)	0	(114.16)	0	(114.16)
Profit/(Loss) before Tax	2,201.00	3,436.57	715.79	773.12
Less: Net Tax Expenses	585.28	944.02	673.77	944.02
Profit/(Loss) after Tax	1,615.73	2,492.56	42.03	(170.90)
Add: Other Comprehensive Income/(Loss)	3.00	(17.55)	49,631.07	(507.33)
Total Comprehensive Income/(Loss)	1,618.72	2,475.01	49,673.10	(678.23)
Reserves and Surplus	18,408.35	16,839.82	36,643.64	(13,198.84)

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 financial statements 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.

The Dividend Distribution Policy of your Company may be accessed in the "Investors Relations" section at the website at https://chl.co.in/ investor.

4. HOSPITALITY BUSINESS PERFORMANCE

The Indian hospitality and tourism sector continued to demonstrate resilience during the financial year 2025-26, supported by sustained growth in domestic tourism, gradual recovery in international tourist arrivals, government-led infrastructure development, and various policy initiatives aimed at strengthening tourism as a key driver of economic growth. The Ministry of Tourism continued to implement several initiatives for destination development, sustainable tourism, digitalisation, skill development, and investment promotion, thereby supporting the long-term growth of the hospitality industry.

Domestic tourism together with Inbound tourism has emerged as a key driver of economic growth. In financial year 2025-26, India recorded Foreign Tourist Arrivals (FTAs) of 9.02 million (Provisional) which account for Foreign Exchange Earnings (FEEs) of 2,73,638 crores (Provisional estimate of 2025-26). Besides as per the data furnished by State/UT Governments and other information available with the Ministry of Tourism, there were 4132.8 million (provisional estimates) Domestic Tourist Visits (DTVs) all over the country during the financial year 2025-26.

India continued to strengthen its position as one of the worlds most compelling travel and hospitality growth markets. Indias ranking as the worlds 8th largest travel and tourism economy, as per WTTC, only hints at the sheer scale of its domestic demand engine.

Domestic tourism remains the cornerstone of Indias travel economy. Domestic Tourist Visits are estimated at approximately 4,548 million in 2025 and could exceed 9,500 million by 2030 if historical trends are sustained. Rising incomes, improving mobility, and expanding travel aspirations are widening the market beyond traditional seasonality and destination types.

Indias hotel sector closed CY2025 from a position of strength, with nationwide occupancy in the range of 63% to 65%, while Average Room Rate rose to approximately INR 8,500 to INR 8,700. RevPAR consequently reached INR 5,400 to INR 5,600, reflecting healthy growth over both the previous year and pre-pandemic benchmarks.

Indias hotel sector enters 2026 from a position of structural strength, even as the operating environment grows more complex. Domestic travel remains the sectors most dependable demand anchor, while improving infrastructure and a widening tourism base continue to support long-term demand visibility.

5. DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP) 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.

Resignation of Executive Director of the Company

Mr. Gagan Malhotra (DIN: 00422762) 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.

Resignation and Appointment of Key Managerial Personnel ("KMP") i. Resignation of Company Secretary: Mr. Dinesh Kumar Maurya (M.No. A35880) 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. ii. Appointment of Company Secretary: Mr. Ayush Rai (M.No. A61075) was appointed as the Company Secretary and Compliance Officer of the Company w.e.f. 13th August 2025 with the commencement of business hours.

(a) Declaration from Independent Director

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.

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. Ayush Rai as Company Secretary comprise the Key Managerial Personnel of the Company.

Composition of the Board of Directors as on 31st March 2026

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

Change in Directorship and KMP post closure of Financial Year 2025-26

Mr. Alkesh Tacker (DIN: 00513286) was appointed as an Independent Director at the 37th Annual General Meeting of the Company held on 12th August 2016 for a period of 5 (Five) consecutive years, not liable to retire by rotation, constituting his first term of five consecutive years after the commencement of the Companies Act, 2013. Subsequently, he was reappointed at the 42nd Annual General Meeting of the Company held on 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. He will be retiring from the position of Independent Director w.e.f. August 11, 2026.

6. MANAGEMENT DISCUSSION AND ANALYSIS

Pursuant to the requirement of disclosure under Regulation 34(2)(e) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company disclosed the Management Discussion and Analysis Report which is an integral part of the Annual Report of the Financial Year 2025-26.

7. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATES

The Company has one subsidiary Company named CJSC CHL International, which is a Closed Joint Stock Company ("CJSC") incorporated in Dushanbe, Tajikistan. CJSC CHL International has developed and is running a Five-Star Hotel at Dushanbe, Tajikistan. The Hotel is operating under the brand name "Hilton". During the year under review, there has been no change in the nature of business of the Subsidiary Company.

In terms of the provisions of sub-section (3) of Section 129 of the Act, the salient features of the Financial Statement of the subsidiary are set out in the prescribed Form AOC-1, which forms part of the Annual Report 2025-26.

The Company does not have any associate company or joint venture as on the date of this Report.

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

The Company has zero tolerance for sexual harassment at workplace and has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the 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 2025 are as below:

S. No.	Particulars	Remarks
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	0
d	Number of workshops or awareness programme against sexual harassment carried out	12
e	Nature of action taken by the employer or District Offi cer	Not Applicable

9. WHISTLE BLOWER / VIGIL MECHANISM

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. During the year, your Company has not received any complaints in terms of the Whistleblower Policy.

The Vigil Mechanism Policy is available on the website of the Company at www.chl.co.in under the investors section: https://chl.co.in/ assets/pdf/Whistle%20Blower%20and%20Vigil%20Mechanism%20Policy.pdf

10. ANNUAL RETURN

The Annual Return (Form MGT-7) of the Company as on March 31, 2026, is available on the website of the Company at: 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 Note No. 5 of the Audited Financial Statements (Standalone) for FY 2025-26, which forms part of the Annual Report 2025-26.

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 Section 134(5) of the Act, and based on the representations received from the management, the Directors hereby confirm that:

? In the preparation of the Annual Accounts for the Financial Year 2025-26, the applicable accounting standards have been followed and there is no material departure;

? 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;

? They have taken proper and sufficient care to the best of their knowledge and ability for the maintenance of adequate accounting 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;

? They have prepared the Annual Accounts on a going concern basis;

? 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

? 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 adhere to all the stipulations laid down in the Listing Regulations. A report on Corporate Governance, along with a certificate from Practicing Company Secretary A. Chadha & Associates confirming compliance, is included as part of the report.

15. LISTING WITH STOCK EXCHANGE

The Listing fee is being paid for the financial year 2026-27 to the BSE Limited, where the Companys Shares are listed.

16. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

(a) The total number of employees as on 31st March 2026 stood at 428.

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 the Annexure and forms 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.

(c) Employee Stock Option

During the year under review, the Company has not approved any Employee Stock Option Scheme to the Employees of the Company.

17. DEMATERIALISATION OF SHARES

As on 31st March 2026, the total paid-up Equity Share Capital of the Company is Rs. 109,636,580 comprising 5,48,18,290 Equity Shares of Face Value of Rs. 2/- each. Out of the total Equity Shares, 5,41,01,499 (98.692%) Equity Shares of the Company stand dematerialized and the balance 7,16,791 (1.308%) Equity Shares are still in physical form. There was no change in the Share Capital of the Company during the year under review.

18. AUDITORS

I. Statutory Auditors

Initially, the Statutory Auditors of the Company, M/s DGA & Co., Chartered Accountants, New Delhi (Firm Registration No. 003486N), were appointed as Statutory Auditors of the Company for a period of two years to hold office from the conclusion of the 38th Annual General Meeting (AGM) till the conclusion of the 40th AGM. Thereafter, at the 40th AGM of the Company, M/s DGA & Co. was reappointed for a period of three years to hold office from the conclusion of the 40th AGM till the conclusion of the 43rd AGM of the Company. Further, M/s DGA & Co. was reappointed for a period of one year from the conclusion of the 43rd AGM till the conclusion of the 44th AGM. Subsequently, the Statutory Auditors were again re-appointed for a period of one year from the conclusion of the 44th AGM till the conclusion of the 45th AGM, and thereafter, at the 45th AGM, the shareholders re-appointed M/s DGA & Co. for one year, i.e., from the conclusion of the 45th AGM till the conclusion of the 46th AGM.

Furthermore, upon the recommendation of the Board and Audit Committee in its meeting held on 26th May 2025, the shareholders approved the re-appointment of M/s DGA & Co., Chartered Accountants, in the 46th AGM for two years, i.e., from the conclusion of the 46th AGM till the conclusion of the 48th AGM of the Company.

II. 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.

III. 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 SEBI (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 considered, approved and recommended the appointment of M/s. A. Chadha & Associates, Gurugram (Peer Review Certificate No. 4752/2023), Company Secretaries in Practice (CP No. 3732), as Secretarial Auditors of the Company for a term of 5 (Five) consecutive years from the conclusion of the 46th Annual General Meeting (AGM) till the conclusion of the 51st AGM of the Company.

19. AUDITORS REPORT

I. Statutory Auditors Report

The Report of the Statutory Auditors of the Company along with the Notes to Schedules forms part of the Annual Report 2025-26 and contains an Unmodified Opinion without any qualification, reservation, disclaimer or adverse remark.

The Statutory Auditors of the Company have not reported any fraud as specified in Section 143(12) of the Companies Act, 2013.

II. Secretarial Auditors Report

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

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 overseen by the Audit Committee of the Company on a continuous basis. The Committee oversees the Companys process and policies for determining risk tolerance and reviews 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. The Company has filed the Half-yearly return during the year under review.

25. DEPOSITS

The Company has not accepted any deposit from the public and as such, no amount on account of principal or interest on deposits from the 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. The present members are Mr. Alkesh Tacker (Chairman), Mr. Ashish Kapur (Member) and Ms. Kajal Malhotra (Member). The CSR policy as approved by the Board of Directors in pursuance of Section 134(3)(o) of the Act is annexed and forms part of this report. Further, the Annual Report on CSR activity in pursuance of Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014, describing inter-alia the initiatives taken by the Company in implementation of its CSR Policy, is annexed and forms part of this Report. The CSR Policy is available at: https://chl.co.in/assets/pdf/Corporate%20Social%20Responsibility%20Policy.pdf

27. RELATED PARTY TRANSACTIONS

All contracts or arrangements entered into by your Company with its related parties during the financial year were in accordance with the provisions of the Companies Act, 2013 and the Listing Regulations. All such contracts or arrangements were on an arms length basis in the ordinary course of business and were approved by the Audit Committee and Board. No material contracts or arrangements with related parties within the purview of Section 188(1) of the Act were entered into during the year under review.

Accordingly, the disclosure of Related Party Transactions as required in terms of Section 134 of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014 in Form AOC-2 is not applicable for the year.

The Related Party Policy was approved by the Board and is available on the website of the Company at www.chl.co.in: https://chl.co.in/ assets/pdf/Materiality%20of%20Related%20Party%20Transactions%20and%20dealing%20with%20Related%20Party%20Transactions. pdf

28. DISCLOSURES

I. Meetings of the Board

During the year under review, four meetings of the Board of Directors were held. The particulars of the meetings held and attended by each Director are detailed in the Corporate Governance Report.

II. Composition of Committee Members as on 31st March 2026 Audit Committee

Name of Members	Position (Membership and Chairmanship)
Mr. Ashish Kapur — Independent Director	Chairman

 

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

Nomination and Remuneration Committee

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

(c) Stakeholders Relationship Committee

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

(d) Corporate Social Responsibility (CSR) Committee

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

 

III. Re-constitution post closure of Financial Year 2025-26

Mr. Alkesh Tacker (DIN: 000513286), Independent Director of the Company, whose second tenure expires on 11th August 2026, leads to

re-constitution of Committees which has been approved in the Board Meeting held on 30th July 2026, as hereinbelow:

(a) Stakeholders Relationship Committee

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

(b) Corporate Social Responsibility (CSR) Committee

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

29. BOARD EVALUATION

The performance evaluation of the Board, its Committees and Individual Directors was conducted and the same was based on questionnaires and feedback 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 the performance of the Managing Director.

A separate meeting of the Independent Directors ("Annual ID Meeting") was convened on 22nd January 2026, 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 Independent Director was discussed by the Chairman of the NRC with the Boards Chairman, covering performance of the Board as a whole, 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) RULES, 2014 (a) Conservation of Energy

Energy conservation continues to receive priority attention at all levels. All efforts are made to conserve and optimize the use of energy with continuous monitoring, improvement in maintenance and distribution systems and through improved operational techniques. To give thrust to energy conservation, "optimum utilization of natural light" is focused on, and energy-saving lighting solutions such as light-emitting diodes and solar panels and devices such as automated controls and sensors are fitted wherever necessary and feasible, and this is being continuously adopted.

(b) Technology Absorption

Nil.

(c) Foreign Exchange Earnings and Outgo

During the year under review, your Company earned Rs. 1277.59 Lacs Foreign Exchange (Previous Year Rs. 1233.29 Lacs) and used foreign exchange to the extent of Rs. 1.56 Lacs (Previous Year Rs. 0.76 Lacs).

31. DETAILS OF APPLICATIONS MADE OR PROCEEDINGS PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016

CHL International, our subsidiary Company, had 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 an equivalent amount was executed by CHL Limited and Late Dr. L K Malhotra respectively.

EXIM Bank filed an application, CP No. IB-392 (PB)/2017, under Section 7 of the Insolvency and Bankruptcy Code, 2016 (IBC) before the 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 was challenged by EXIM Bank through Civil Appeal No. 1671 of 2019, titled Export Import Bank of India Vs CHL Limited, before the Honble Supreme Court, which is pending adjudication.

EXIM Bank also filed an original application through OA No. 508/2020, titled 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 pendente lite and future interest, before the 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 the loan availed by it. During the pendency of the case, a One Time Settlement (OTS) was executed by EXIM Bank, the Principal 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 2026.

EXIM Bank filed an application bearing I.A No. 189/2024 in Transfer Application No. 224 of 2022, titled EXIM Bank vs CHL Limited, before the 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.

32. DETAILS OF DIFFERENCE BETWEEN VALUATION DONE AT THE TIME OF ONE-TIME SETTLEMENT AND VALUATION DONE WHILE TAKING LOAN

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

33. COMPLIANCE WITH THE MATERNITY BENEFIT ACT, 1961

The Company has filed various forms under the Maternity Benefit Act, 1961 regularly and complied with the applicable statute.

34. NOMINATION AND REMUNERATION COMMITTEE — POLICY DISCLOSURE

The Company has already constituted the Nomination and Remuneration Committee covered under sub-section (1) of Section 178, and the 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.

Nomination and Remuneration Committee as on 31st March 2026 & as on Date

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

 

Name of Members	Position (Membership and Chairmanship)
Ms. Kajal Malhotra — Non-Executive Non-Independent Director	Member

35. THE STATE OF THE COMPANYS AFFAIRS

The state of the Companys affairs is more described in the Management Discussion andAnalysis attached with the Boards Report.

36. AMOUNTS PROPOSED TO BE CARRIED TO RESERVES

The amounts, if any, which it proposes to carry to any reserves are more prescribed under Note No. 12(a) of the Financial Statements (Standalone & Consolidated) for the year ended on 31st March 2026, respectively.

37. CONCLUSION

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 the Central Government and State Government, especially the 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
CHL Limited
Sd/-	Sd/-
Luv Malhotra	Ashish Kapur
Managing Director	Director
DIN: 00030477	DIN: 00002320
Place: New Delhi
Date: 30th July 2026