The Board of Directors is delighted to present the 47th Annual Report of the Company along with the Audited Financial Statements and Auditor''s 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 Board''s 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 (f in Lakhs)

2. FINANCIAL STATEMENTSA. 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 world''s most compelling travel and hospitality growth markets. India''s ranking as the world''s 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 India''s 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.

India''s hotel sector enters 2026 from a position of structural strength, even as the operating environment grows more complex. Domestic travel remains the sector''s 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

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:

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 Company''s 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%20Policv.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 Company''s 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. AUDITOR''S REPORT

I. Statutory Auditor''s 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 Auditor''s Report

The Secretarial Auditor''s 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 Company''s 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 Company''s process and policies for determining risk tolerance and reviews management''s 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%20Responsibilitv%20Policv.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 arm''s 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/Materialitv%20of%20Related%20Partv%20Transactions%20and%20dealing%20with%20Related%20Partv%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

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 Board''s 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 Hon''ble 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 Company''s 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

35. THE STATE OF THE COMPANY''S AFFAIRS

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

The Board of Directors is delighted to present the 46th Annual Report of the Company along with the Audited Financial Statements and
Auditor''s 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 Board''s 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)

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 year''s 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 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.

4. HOSPITALITY BUSINESS PERFORMANCE

India''s 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).

India''s 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.

India''s 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 constitute
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 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.

(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.

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:

Mr. 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 Compliance Officer 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:

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 Company''s 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%20Policv.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 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;

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 ade¬
quate 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 confirming the 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 Company''s 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 Annual General Meeting.

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 Auditor’s 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, 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.
Secretarial Auditor’s Report

The Secretarial Auditor''s 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
Company''s 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 Company''s
process and policies for determining risk tolerance and review management''s 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 arm''s 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/Policv%20on%20dealing%20with%20Related%20Partv%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

(b) NOMINATION AND REMUNERATION COMMITTEE

(c ) STAKEHOLDERS RELATIONSHIP COMMITTEE

(d) CORPORATE SOCIAL RESPONSIBILITY (CSR) COMMITTEE

29. BOARD EVALUATION

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 Board''s 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 such as automated controls and sensors are fitted in 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 Hon''ble 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 difference between 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 Benefit Act, 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, company''s
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

35. The state of the company''s affairs;

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

The Board of Directors is delighted to present the 45th Annual Report of the Company along with the Audited Financial Statements for the Financial Year ended 31st March 2024.

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 Board''s Report is prepared on the basis of standalone financial statements of the Company for the year under review and also present the key highlights of performance of subsidiaries to the overall performance of the Company during the year under review.

The gross revenue of the Company for the year under review at Rs.9336.16 Lacs as compare than that of the previous year''s gross revenue which was at Rs. 8300.34 Lacs.

The Profit/(Loss) before tax after depreciation and finance cost at Rs.2841.01 Lacs for the year under reviewas compared to Rs. 2349.23 Lacs for the previous year.

Net Profit/(Loss) after providing tax for the year under review was Rs.2107.63 Lacs as compared to Rs. 1870.48 Lacs for the previous year. The total comprehensive income for the year under review was Rs. 2107.57 lacs as compared to the Rs. 1847.08 lacs for the previous year.

2. FINANCIAL STATEMENTS Standalone Financial Statements

The annexed financial statements comply in all material aspects with Indian Accounting Standards(Ind AS) notified under section 133 of the Companies Act, 2013 (the Act), Companies (IndianAccounting Standards) Rules, 2015, as amended from time to time and other relevant provisionsof the Act.

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 not recommended any dividend during the year under review.

4. Hospitality Sector performance

India holds enormous potential in expanding tourism, with India ranked at the 39th position in the World Economic Forum''s Travel and Tourism Development Index (TTDI) 2024.Showing positive signs of revival post-pandemic, the industry witnessed over 92 lakh foreign tourist arrivals in 2023, implying a YoY increase of 43.5 per cent. India has significantly earned foreign exchange receipts amounting to over ?2.3 lakh crore through tourism, indicating a 65.7 per cent YoY increase. India''s share of foreign exchange earnings in world tourism receipts increased from 1.38 per cent in 2021 to 1.58 per cent in 2022. Under the ‘Pilgrimage Rejuvenation and Spiritual Augmentation Drive'' (PRASHAD) scheme, 29 new sites have been identified for tourism infrastructure development, and 12 have been inaugurated. Swadesh Darshan 2.0, focusing on integrated tourism destination development, targets 55 destinations across 32 states and Union Territories. India chaired theShanghai Cooperation Organisation (SCO) Tourism Expert Working Group, in 2023. The Government has implemented various measures to support the tourism industry, including policy reforms and infrastructure development.

The hospitality industry has risen to meet the increasing number of tourists'' needs and to elevate the overall guest experience. Hoteliers are increasingly leveraging technology to personalise guest experiences and improve operational efficiencies. Hotels are also adopting innovative operational strategies, such as leasing or managing external restaurant, spa, and lounge brands, to capitalise on established concepts that attract hotel residents, thereby boosting revenue. In FY24, the average daily rate increased from ?6704 to ?7616, marking a YoY growth of 13.6 per cent.

The tourism sector has embraced the digital revolution. One such initiative is E-Marketplace, designed to facilitate interactions between tourists and certified tourist facilitators and guides through web and mobile applications. The Union Government, in collaboration with State Governments and Union Territory administrations, is actively working on registering accommodation units nationwide in the National Integrated Database of Hospitality Industry (NIDHI) portal. This database will aid in formulating effective policies and strategies for promoting tourism. Another noteworthy initiative is SAATHI (System for Assessment, Awareness and Training for Hospitality Industry), which aims for awareness and training in hospitality sector.

India''s travel and tourism (T&T) sector has been influenced by global inflationary pressures and delays in the recovery of T&T capacity, similar to other economies. However, the decline in price competitiveness since 2021 has been minimal compared to its peers, with only a 0.7 per cent drop. India''s decline is particularly slight at just 0.1 per cent from 2021 levels, which reflects the Government''s consistent efforts to maintain stability despite the slowdown. WEF''s TTDI 2024 report emphasizes the need for improvements in tourist services and infrastructure, and the development of a skilled workforce. In a challenging environment for employment generation in services due to the rise of AI and manufacturing due to rising protectionism, transportation costs and supply concerns, the tourism sector represents a relatively low-hanging fruit for job creation. India has to seize the opportunity. To formalize employment within this sector, the Ministry of Tourism has initiated the Incredible India Tourism Facilitator Certificate Programme. This program aims to create a skilled cadre of tourist facilitators nationwide through a digital platform that offers online learning opportunities and certification courses(Economic Survey 2023-24).

5. DIRECTORS

(a) Re-appointment of retiring Director

Ms. Kajal Malhotra (DIN: 01319170) Director who retires by rotation and being eligible, has offered herself for re-appointment. The Board recommends her appointment.

(b) Retiring Independent Directors

Pursuant to section 149(11), “no Independent director shall hold office for more than two consecutive terms [five consecutive years constitute 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 Director are as hereunder:

(i) Mr. Lalit Bhasin (DIN: 00002114) : He was reappointed as an Independent Director at 35thAnnual General Meeting of the company held on the 29thSeptember, 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.

(ii) Mr. Subhash Ghai (DIN: 00019803): He was reappointed as an Independent Director at 35thAnnual General Meeting of the company held on the 29thSeptember, 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 35thAnnual General Meeting of the company held on the 29thSeptember, 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.

(c) Other Independent Director

(i) Mr. Alkesh Tacker (DIN: 00513286): He 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 provisions of the Listing Regulations.

(d) Appointment(s) of Independent Directors

(i) Appointment of Mr. Rakesh Mathur (DIN: 02285801) as an Independent Director of the company

The Nomination and Remuneration Committee and the Board in its meeting held on 13.08.2024 recommend the appointment of Mr. Rakesh Mathur as an Independent Director, subject to the approval of shareholders of the company in the 45th Annual General Meeting.

Mr. Rakesh Mathur, aged about 72 years, has over 40 years of extensive and varied experience in the hospitality industry. He has handled various assignments in India and abroad.

Mr. Mathur holds B.A. (Honours) degree with specialization in economics from Delhi University and diploma in hotel management from Oberoi Hotel, Affiliated to Cornell University, USA.

He joined Oberoi Hotels as a management trainee (1973-82) and has held key positions upto General Manager (GM) of Oberoi Palace, of Oberoi Group, Shrinagar, (J&K) (1980-82) and GM- (Training & Development) Centaur Group, Srinagar (1983-85). Then, he held GM in Sofitel Suryaa, Delhi (1985-90). He was Director - Operations in Ambassador Group (1990-1995). He was Executive Director - South and West Asia of BASS (now IHG) group (1995- 2002). He held position of Principal Advisor of Lords Hotels Groups, India. He was also formulated as Principal Advisor to CG Group and Shangrila Group, Nepal. He was President of ITC Welcome Heritage Hotels from 2002-2011.

He is Founder and Current President of Responsible Tourism Society of India and Executive Committee Member of India Heritage Hotels Association and INTACH Tourism Committee. He is an Independent Director in Speciality Restaurants Limited.

(ii) Appointment of Mr. Ashish Kapur(DIN: 00002320) as an Independent Director of the company

The Nomination and Remuneration Committee and the Board recommend the appointment of Mr. Ashish Kapur(DIN: 00002320) as Additional Director with the objective to formulize as an Independent Director, subject to the approval of shareholders of the company in the 45th Annual General Meeting.

Mr. Ashish Kapur, aged about 55 years, with more than three decades of experience in finance, Ashish Kapur spearheads the operations of Invest Shoppe, a financial consultancy firm focusing on high networth individuals (HNIs) and retail customers. Invest Shoppe, apart from being a one-stop-shop for all financial services, offers specialized portfolio consultancy. With a watchful eye on the industry/stock markets, Ashish and his team tailor the financial plans of clients, keeping in view their short- and long-term goals. A first generation entrepreneur, Ashish entered the business in 1996 with the launch of rRb Securities and went on to found Invest Shoppe.

In his previous assignments Ashish worked with leading consulting firms like Jardine Flemings and Arthur Anderson. He played a key role in successfully launching (through IPO and private placements) some of today''s best-known stocks like Reliance Capital, UB and Jindal Vijaynagar Steel. He also managed numerous GdR issues of Indian behemoths like Gujarat Ambuja, Sterlite, Great Eastern Shipping etc.

Ashish regularly appears as a financial markets expert on CNBC, CNBC Awaz, NDTV Profit, CNN IBN Zee Business and DD News. His views are also quoted in leading newspapers like Hindustan Times and Economic Times.

Ashish holds an MBA degree from Narsee Monjee Institute of Management Studies, Mumbai.

6. DIRECTORS AND KEY MANAGERIAL PERSONNEL

Pursuant to the provisions of Section 203 of the Companies Act, 2013, Mr. Luv Malhotra as Managing Director, Mr. Gagan Malhotra as Executive Director, Mr. Gopal Prasad as Chief Financial Officer and Mr. Dinesh Kumar Maurya as Company Secretary are the Key Managerial Personnel of the Company.

7. MANAGEMENT DISCUSSION ANDANALYSIS

As a part of regulatory requirement of the Listing Regulations, a separate sectionon the Management Discussion and Analysis Report forms an integral part of the Integrated Annual Report.

8. SUBSIDIARYCOMPANY

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”. 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.

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 Settment (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.

Pursuant to the above EXIM Bank filed application bearing I.A No. 189/2024 in Transfer Application No. 224 of 2022 titled as EXIM Bank vs CHL Limited against the corporate guarantor before Debt Recovery Tribunal-III, thereby bringing on record the above settlement.

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.

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 sub section (3) of Section 129 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 2023-2024.

9. DISCLOSURE AS PER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITIONAND 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 atwork place in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed the reunder. During the financial year 2023-2024, no complaint was received on sexual harassment.

10. 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 Vigil Mechanism Policy is available on the website of the Company.

11. ANNUALRETURN

Pursuant to Section 92(3) and Section 134(3)(a) of theAct, read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return(Form MGT-7) of the Company as on March 31,2024, is available on the website of the Company at https://chl. co.in/welcome/investor/form_MGT-7.

12. 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.

13. 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.

14. 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 2023-2024, 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 FinancialYear;

iii. 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 safe guarding 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.

15. CORPORATE GOVERNANCE

Your Company has taken adequate steps to adhere all the stipulations laid down in the Listing Regulations. A report on the Corporate Governance along with certificate from Practicing Company Secretary confirming the Compliance is included as part of the report.

16. LISTING WITH STOCK EXCHANGE

The Listing fee is being paid for the year - 2024-2025 to the BSE Limited, where the Company''s Shares are listed.

17. (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, in respect of employees of the Company and Key managerial personnel is furnished in extract of Annual Return MGT-9.

18. DEMATERIALISATION OF SHARES

As on 31st March, 2024, the total paidup equity share capital of the Company is Rs.109,636,580 comprising of 5,48,18,290 equity shares of Rs. 2/- each. Out of the total equity shares, 5,40,91,999 (98.675%) Equity Shares of the Company stand dematerialized and balance 7,26,291 (1.325%) equity shares are still in physical form.

19. AUDITORS & AUDITORS’REPORT 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 for a period of one year from the conclusion of 44th AGM of company till the conclusion 45th AGM of company.

Their tenure is coming to end from the conclusion of the 45th 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 on13th August, 2024 re-appointed as a Statutory Auditor of the company for a further period of one year from the conclusion of 45th Annual General Meeting of the company till the conclusion of 46th Annual General Meeting of the company. In the ensuing Annual General Meeting, the firm is being re-appointed as per the Notice of the 45th Annual General Meeting.

The Audit Committee in its meeting held on 13.08.2024 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

According to the provision of section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, M/s A. Chadha & Associates, Company Secretaries is continuing as Secretarial Auditor of the Company.

20. STATUTORY AUDIT

The Report of the Statutory Auditors of the Company along with the Notes to Schedules forms part of the Annual Report 2023-2024 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.

21. 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.

22. INTERNAL CONTROL

The Board has adopted policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Company''s 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 setout in the Management Discussion & Analysis report which is attached and forms part of this Report.

23. RISK MANAGEMENT

The Risk Management is overseen by the Audit Committee of the Company on a continuous basis.The Committee oversees Company''s process and policies for determining risk tolerance and review management''s 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.

24. CHANGE IN THE NATURE OF BUSINESS

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

25. 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.

26. DEPOSITS FROM PUBLIC

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.

27. CORPORATE SOCIAL RESPONSIBILITY (CSR)

As persection 135 and Schedule VII of the Companies Act, 2013, your Companyhas already constituted the Corporate Social Responsibility Committee of Board of Directors. The present members are Mr. Yash Kumar Sehgal, Chairman, Mr. Lalit Bhasin, Member and Mr. Luv 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.

28. RELATED PARTY TRANSACTIONS

During the year under review, there were no contracts or arrangements or transactions entered into, which were not arm''s 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 there commendation of the Audit Committee, adopted a policy to regulate transactions if any, between the Company and its Related Parties, incompliance with the applicable provisions of the Companies Act 2013, the Rules there under 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.

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 2023-24.

29. 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 following mentioned Committees is to be reconstituted, as the Chairperson / members for being retiring from the respective committees. The Board of Directors of the Company has to be considered the reconstitution of the committees.

Audit Committee

The Audit Committee comprises of Mr. Yash Kumar Sehgal, (retiring-Chairman), Mr. Lalit Bhasin (retiring-member) and Mr. Luv Malhotra (member). During the year under review, recommendations, if any, made by the Audit Committee were accepted by the Board.

Nominationand Remuneration Committee

Nomination and Remuneration Committee comprises of Mr. Lalit Bhasin, (retiring-Chairman), Mr. Yash Kumar Sehgal(retiring-member) and Ms. Kajal Malhotra (member).

Stakeholders’ Relationship Committee

The Stakeholders'' Relationship Committee comprises of Mr. Yash Kumar Sehgal, (retiring-Chairman), Mr. Lalit Bhasin(retiring-member) and Ms. Kajal Malhotra (member).

Risk Management Committee

The Risk Management Committee of the Company consists of Mr. Yash Kumar Sehgal, (retiring-Chairman), Mr. Lalit Bhasin, (retiring-member), Mr. Luv Malhotra, Member and Mr. Navneet Dhawan, Executive employee.

Corporate Social Responsibility Committee

Corporate Social Responsibility Committee comprises of Mr. Yash Kumar Sehgal, (retiring-Chairman), Mr. Lalit Bhasin, (retiring-member) and Mr. Luv Malhotra, Member.

30. BOARD EVALUATION

The performance evaluation of the Board, its Committees and Individual Directors was conducted and the same was based on questionnaire and feedback from all the Directors on the Board as a whole, 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 12/02/2024, which reviewed the performance of the Board (as a whole), the Non-Independent Directors and the Chairman & 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 Board''s 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.

31. 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 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 such as automated controls and sensors are fitted in 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. 1424.45 Lacs Foreign Exchange (Previous Year Rs. 902.42 Lacs) and used foreign exchange to the extent of Rs. 6.09 Lacs (Previous year Rs. 4.01 Lacs).

32. 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.

DIRECTORS'' REPORT TO THE MEMBERS

The Directors have pleasure in presenting the 39th Annual Report of the Company along with the Audited Financial Statements for the Financial Year ended 31^st March 2018.

1. FINANCIAL RESULTS AND OPERATIONAL PERFORMANCE

(Rs. in Lacs)

The gross revenue of the Company for the year under review at Rs.6433.58 Lacs was lower by 0.64% than that of the previous year''s gross revenue at Rs. 6475.21 lacs.

The Profit before tax after depreciation and finance cost at Rs.1322.82 Lacs for the year under review was higher by 24.91% as compared to Rs. 1058.99 Lacs for the previous year.

Net Profit after providing tax for the year under review was Rs.818.95 Lacs as compared to Rs 690.76 Lacs for the previous year, thus higher by 18.56% over the previous year.

The total comprehensive income for the year under review was Rs.823.17 Lacs as compared to Rs.703.02 Lacs for the previous year, thus higher by 17.09% over the previous year.

2. FIRST-TIME ADOPTION OF IND AS

The Financial Statements for the year ended 31st March 2018 are the first the Company has prepared in accordance with Ind AS. For periods up to and including the year ended 31st March, 2018, the Company prepared its Financial Statements in accordance with accounting standards notified under section 133 of the Companies Act 2013, read together with paragraph 7 of the Companies (Accounts) Rules, 2014 (“Indian GAAP” or “previous GAAP”).

Accordingly, the Company has prepared financial statements which comply with Ind AS applicable for periods ending on 31st March, 2018, together with the comparative period data as at and for the year ended 31st March 2017. In preparing these Financial Statements, the Company''s opening balance sheet was prepared as at 1st April 2016, the Company''s date of transition to Ind AS.

3. DIVIDEND

In view of the pending adjudication in Economic Court of Tajikistan as well as National Company Law Appellate Tribunal, your Company, being a Corporate Guarantor to the Loan availed by your subsidiary Company CHL International from EXIM Bank, has to seek prior permission from the EXIM Bank for declaration of Dividend. The EXIM Bank as per the normal practice would not agree to give prior permission for it. Hence your Directors are constrained not to recommend any Dividend for the year under review.

4. DIRECTORS AND KEY MANAGERIAL PERSONNEL

Ms. Kajal Malhotra (DIN : 01319170) and Mr. Ashok Kumar Malhotra (DIN : 00676603) Directors who retire by rotation and being eligible, have offered themselves for re-appointment. The Board recommends their appointments.

In the 36th Annual General Meeting, Dr. Lalit Kumar Malhotra (DIN : 00213086) was reappointed as Chairman and Managing Director of the Company for a period of three years commencing from 15.07.2015 to 14.07.2018 and he completes his current tenure on 14.07.2018 and it is proposed to reappoint him for a further period beginning from 15.07.2018 to 14.07.2021.

Pursuant to the provisions of Section 203 of the Act, Dr. Lalit Kumar Malhotra, Chairman & Managing Director, Mr. Luv Malhotra, Joint Managing Director, Mr. Gagan Malhotra, Executive Director, Mr. Narender Kumar Goel, Vice President (Finance)/Chief Financial Officer and Mr. G. J. Varadarajan, Company Secretary, are formalized as the Key Managerial Personnel of the Company.

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 provisions of the Listing Regulations. The profile of the Independent Directors forms part of the Corporate Governance Report.

5. MANAGEMENT DISCUSSION AND ANALYSIS

As required under the Listing Regulation with the Stock Exchange, the Management Discussion and Analysis Report is enclosed as a part of the Report.

6. SUBSIDIARY COMPANY

Your subsidiary, CHL International, a Joint Venture company in Dushanbe, Tajikistan has developed a Five-Star Hotel known as the Sheraton at Dushanbe, the capital of Tajikistan. This project has been financed by the Export Import Bank of India by way of a Term Loan aggregating to USD 32.50 million. The hotel has been in operation since 2015.

Pursuant to the case filed by CHL International, our subsidiary Company against the Export-Import Bank of India (EXIM Bank), in the Economic Court of Dushanbe, Tajikistan, the case was decided by the Court vide its Order dated 01/05/2018 wherein the claims made by CHL International were partly accepted and the EXIM Bank inter alia was directed to reconcile the account, amend the loan agreements and to disburse the balance principal amount. During the pendency of above case filed by CHL International, the EXIM Bank initiated the proceedings under IBC and filed petition before Hon''ble National Company Law Tribunal (NCLT) against CHL Limited, being the Corporate Guarantor of the Loan. Vide order dated 11/01/2018 the NCLT dismissed the case filed by EXIM Bank. Pursuant to the dismissal, the EXIM Bank filed an appeal before Hon''ble Company Law Appellate Tribunal (NCLAT) and the same is pending adjudication.

There are no Associate Companies 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 sub section (3) of Section 129 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

7. 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 Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed there under. During the financial year 2017-18 no complaint was received on sexual harassment.

8. WHISTLE BLOWER /VIGIL MECHANISM

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 Vigil Mechanism Policy has been uploaded on the website of the Company at www.chl.co.in under investors/ Whistle Blower Policy link.

9. EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in Form MGT-9 is annexed herewith.

10. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

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

11 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.

12 CONSOLIDATION OF FINANACIAL STATEMENT

As stipulated by regulation 33 of the Listing Regulations, the Consolidated Financial Statements have been prepared in accordance with the applicable Accounting Standards. The Audited Consolidated Financial Statements together with the Auditors'' Report forms part of the Annual Report.

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:

i. In the preparation of the Annual Accounts for the Financial Year 2017-18, 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 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;

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 adhere all the stipulations laid down in the Listing Regulation. A report on the Corporate Governance along with certificate from Practicing Company Secretary confirming the Compliance is included as part of the report.

15. LISTING WITH STOCK EXCHANGE

The Company confirms that it has paid the Annual Listing Fee for the year 2018-19 to BSE Limited (BSE), where the Company''s 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, in respect of employees of the Company and Directors is furnished in extract of Annual Return MGT 9.

17. DEMATERIALISATION OF SHARES

The total paid up equity share capital of the Company is Rs. 109,636,580 comprising of 5,48,18,290 equity shares of Rs. 2/- each. Out of the total equity shares, 5,21,39,770 (95.12%) Equity Shares of the Company stand dematerialized and balance 26, 78, 520 (4.88%) equity shares are still in physical form.

18. AUDITORS & AUDITORS’ REPORT Statutory Auditors

Pursuant to the provisions of Section 139 of the Act and the rules framed there under, M/s DGA & Co., Chartered Accountants, were appointed as Statutory Auditors of the Company from the conclusion of the 38th Annual General Meeting (AGM) of the Company held on 18th September 2017 till the conclusion of the 40th AGM, for a period of two years.

The Auditors'' Report is unqualified. The notes to the Accounts referred to in the Auditors'' Report are self-explanatory and therefore do not call for any further clarifications under section 134 of the Companies Act, 2013.

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

According to the provision of section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, M/s A. Chadha & Associates., Company Secretaries is continuing as Secretarial Auditor of the Company.

19. INTERNAL CONTROL

The information about internal controls is set out in the Management Discussion & Analysis report which is attached and forms part of this Report.

20. RISK MANAGEMENT

The Risk Management is overseen by the Audit Committee of the Company on a continuous basis. The Committee oversees Company''s process and policies for determining risk tolerance and review management''s 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.

21 CHANGE IN THE NATURE OF BUSINESS

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

22. DEPOSITS FROM PUBLIC

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

23. CORPORATE SOCIAL RESPONSIBILITY (CSR)

As per section 135 and Schedule VII of the Companies Act, 2013, your Company has constituted the Corporate Social Responsibility Committee of Board of Directors which presently comprises of three members viz Mr Yash Kumar Sehgal, Chairman, Mr Lalit Bhasin, Member and Mr Luv 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 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.

24. RELATED PARTY TRANSACTIONS

During the year under review, there is no related party transaction covered under Section 188(1) of the Companies Act, 2013. Other Related party transactions that were entered during the financial year were on an arm''s length basis and were in the ordinary course of business. 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 interests of the Company.

The Board of Directors of the Company has, on the recommendation of the Audit Committee, adopted a policy to regulate transactions between the Company and its Related Parties, in compliance with the applicable provisions of the Companies Act, 2013, the Rules there under and the Listing Agreement. This Policy was approved by the Board and has been uploaded on the website of the Company at www.chl.co.in.

25. BOARD EVALUATION

The performance evaluation of the Board, its Committees and Individual Directors was conducted and the same was based on questionnaire and feedback from all the Directors on the Board as a whole, 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 14/02/2018, which reviewed the performance of the Board (as a whole), the Non-Independent Directors and the Chairman & Managing Director. Post the Annual ID Meeting, the collective feedback of each of the Independent Directors was discussed by the Chairman of the NRC with the Board''s 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.

26. PARTICULARS AS PER SECTION 134(3)(m) OF THE COMPANIES ACT, 2013 READ WITH RULE 8 OF THE COMPANIES (ACCOUNTS) RULES 2014

Conservation of Energy

Energy conservation continues to receive priority attention at all levels. 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 such as automated controls and sensors are fitted in wherever necessary and feasible and it is being continuously adopted.

Technology Absorption

The Company being in the hospitality industry, particulars on technological absorption or expenditure on research and development are not applicable.

Foreign Exchange Earnings and Outgo

During the year under review, your Company has earned Rs. 1535.55 Lacs foreign exchange (previous year Rs. 2197.59 Lacs) and used foreign exchange to the extent of Rs. 804.07 Lacs (previous year Rs. 859.96 Lacs).

27. 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

Place: New Delhi Dr. Lalit Kumar Malhotra

Date: 28th May, 2018 Chairman & Managing Director

TO THE MEMBERS OF CHL LIMITED

The Directors have pleasure in presenting the 37th Annual Report of the Company along with the Audited Financial Statements for the Financial Year ended 31st March 2016.

1. FINANCIAL RESULTS AND OPERATIONAL PERFORMANCE (Rs. in Lacs)

Sales and other incomes for the year under review at Rs. 6,066.16 Lacs are higher by 3.65% than that of the previous year''s sales and other income at Rs.5,852.54 lacs.

Operating profit before depreciation, interest and tax at Rs. 1135.71 Lacs for the year under review is higher by 31.35% as compared to Rs. 864.62 Lacs for the previous year.

Net Profit after providing tax for the year under review is Rs. 104.65 Lacs as compared to Rs 57.17 Lacs for the previous year, thus higher by 83% over the previous year.

2. ECONOMIC ENVIRONMENT AND BUSINESS REVIEW

The Indian tourism and hospitality industry has emerged as one of the key drivers of growth among the service sectors in India. Tourism has now become a significant industry in India. It is an employment generator, a significant source of foreign exchange for the country. Tourism in India is the third largest foreign exchange earner of the country after gems, jewellery and readymade garments. The booming tourism industry has had a cascading effect on the hospitality sector with an increase in the occupancy ratios and average room rates.

The long term outlook for the Indian hospitality business continues to be positive, both for the business and leisure segments with the potential for economic growth. The tourism and hospitality sector is among the top 15 sectors in India to attract the highest Foreign Direct Investment (FDI).

The Indian Government has also taken several steps to make India a global tourism hub. The Government has initiated ''Project Mausam'' under which it has proposed to establish cross cultural linkages and to revive historic maritime cultural and economic ties with 39 Indian Ocean countries. Further, the Government plans to cover 150 countries under e-visa scheme by the end of the year. Recently, the Indian Government has also released a fresh category of visa i.e. the Medical visa (M visa), to encourage medical tourism in India. The hotel industry in India thrives largely due to the growth in tourism and travel. Due to the increase in tourism with rising foreign and domestic tourists, hotel sector is bound to grow.

India, after China, is considered as one of the most lucrative hotel markets in the world. The Indian economy has certainly performed creditably compared to most developed and emerging markets of the world in the past years.

3. DIVIDEND

Your Company, due to inadequacy of profit, is not in a position to declare Dividend for the Financial Year 2015-16.

4. DIRECTORS

Mr. A. K. Malhotra (00676603) and Ms. Kajal Malhotra (01319170J Directors who retire by rotation and being eligible, have offered themselves for re-appointment. The Board recommends their appointments.

Mr. Alkesh Tacker (00513286) has been appointed as an Additional Director w.e.f. 15.03.2016 pursuant to Section 149(1) of the Companies Act, 2013. He has rich and vast experience in varied business fields. Pursuant to the Section 161(1) of the Companies Act, 2013, Mr. Alkesh Tacker holds office only upto the date of the forthcoming Annual General Meeting of the Company and is eligible for appointment as an Independent Director. The Board recommends his appointment.

Mr. O.P. Bajaj (00570940) and Mr. D.V. Malhotra (00072040) resigned from the Board w.e.f. 16.11.2015. The Board placed on record its appreciation for their valuable services rendered by them.

Pursuant to the provisions of Section 203 of the Act, the appointment of Dr. L. K. Malhotra, Chairman & Managing Director, Mr. Luv Malhotra, Joint Managing Director, Mr. Gagan Malhotra, Executive Director, Mr. N. K. Goel, Vice President (Finance)/Chief Financial Officer and Mr. G. J. Varadarajan, Company Secretary, are formalized as the Key Managerial Personnel of the Company.

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 provisions of the Listing Regulations. The profile of the Independent Directors forms part of the Corporate Governance Report.

5. MANAGEMENT DISCUSSION AND ANALYSIS

As required under the Listing Regulation with the Stock Exchange, the Management Discussion and Analysis Report is enclosed as a part of the Report.

6. RIGHT ISSUE

In the Board Meeting held on 09.02.2016 a “Share Issuance Committee” was formed to augment fund resources. The Committee has decided to bring out a Right Issue in the ratio and at a premium in consultation with the Merchant Banker.

7. SUBSIDIARY COMPANY

Our subsidiary, CHL International, a Joint Venture company in Dushanbe, Tajikistan has developed a Five-Star Hotel known as the Sheraton at Dushanbe, the capital of Tajikistan. This project has been financed by the Export Import Bank of India by way of a Term Loan aggregating to USD 32.50 million. The hotel has been in operation since 2015.

Shri Narendra Modi, our Honourable Prime Minister visited Dushanbe in July 2015 for High-Level talks with the President of Tajikistan Mr. Emomali Rahmon. The main spheres of talks concerned defense cooperation, connectivity, investment, security, energy and agriculture. Your Chairman & Managing Director Dr. L.K. Malhotra and your Executive Director Mr. Gagan Malhotra were also present to welcome Shri Modi to Dushanbe. The Prime Minister appreciated the efforts undertaken by your company towards the construction and development of the hotel project as a visible sign of Indian investment in Tajikistan. Smt. Sushma Swaraj our erstwhile External Affairs Minister had also visited the hotel while attending the 13th Annual summit of the Shanghai Cooperation organizations held in Dushanbe.

There are no Associate Companies 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 proviso to sub section (3) of Section 129 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 as Annexure B.

Performance and financial position of the subsidiary company is separately given in the Annual 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 Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed there under. A complaint received in the previous year was settled by the Internal Complaints Committee. However, the parties preferred to go to Court. During the financial year 2015-16 no complaint was received on sexual harassment.

9. WHISTLE BLOWER /VIGIL MECHANISM

In pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism for Directors and employees to report genuine concerns has been established. The Vigil Mechanism Policy has been uploaded on the website of the Company at www.chl.co.in under investors/ Whistle Blower Policy link.

10. EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in Form MGT-9 is annexed herewith as Annexure- A.

11. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

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

12. CONSOLIDATION OF FINANACIAL STATEMENT

As stipulated by regulation 33 of the Listing Regulations, the Consolidated Financial Statements have been prepared in accordance with the applicable Accounting Standards. The Audited Consolidated Financial Statements together with the Auditors'' Report forms part of the Annual Report.

Pursuant to Section 129(3) of the Companies Act, 2013, a statement containing the salient features of the Financial Statements of the subsidiary in the prescribed Form AOC-1 is annexed to this report at Annexure B.

The Annual Accounts of the Subsidiary shall be kept for inspection by shareholders in the head office of the holding company and the subsidiary 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:

i. in the preparation of the annual accounts for the Financial Year 2015-16, 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 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;

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 adhere all the stipulations laid down in the Listing Regulation. A report on the Corporate Governance along with certificate from Practicing Company Secretary confirming the Compliance is included as part of the report.

15. LISTING WITH STOCK EXCHANGE

The Company confirms that it has paid the Annual Listing Fee for the year 2016-17 to Bombay Stock Exchange Limited (BSE), where the Company''s Shares are listed.

16. PARTICULARS OF EMPLOYEES

Employees of the Company drawing remuneration above the limits specified under Section 197(12) of the Companies Act, 2013 read rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given below:

(A) Personnel who are in receipt of remuneration aggregating not less than Rs.60,00,000 per annum and employed throughout the financial year

17. DEMATERIALISATION OF SHARES

The total paid up equity share capital of the Company is Rs. 109,636,580 comprising of 5,48,18,290 equity shares of Rs. 2/- each. 5,00,43,870 (91.29%) Equity Shares of the Company stand dematerialized and balance 47,74,420 (8.71%) equity shares are still in physical form.

18. AUDITORS'' REPORT

Auditors'' observations are suitably explained in the Notes to the Accounts and are self explanatory.

19. AUDITORS Statutory Auditors

Pursuant to the provisions of Section 139 of the Act and the rules framed there under, M/s G Rai & Co. Chartered Accountants, were appointed as Statutory Auditors of the Company from the conclusion of the 35th Annual General Meeting (AGM) of the Company held on 29th September, 2014 till the conclusion of the 38th AGM to be held in the year 2017, subject to ratification of their appointment at every AGM. M/s G Rai & Co., have expressed their willingness to their confirmation of appointment as the Statutory Auditors of the Company and has furnished a certificate of their eligibility and consent under Section 141 of the Companies Act, 2013 and the Rules framed there under. In terms of the Listing Agreement/Regulations the Auditors have confirmed that they hold a valid certificate issued by the Peer Review Board of the ICAI. His appointment is proposed for ratification in the ensuing Annual General Meeting.

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

According to the provision of section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, M/s A. Chadha & Associates., Company Secretaries is continuing as Secretarial Auditor of the Company.

20. REMUNERATION RATIO OF THE DIRECTORS / KEY MANAGERIAL PERSONNEL (KMP) / EMPLOYEES:

The information required pursuant to Section 197 read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Companies (Particulars of Employees) Rules, 1975, in respect of employees of the Company and Directors is furnished hereunder:

(Rs. in Lacs)

21. INTERNAL CONTROL

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 Company''s process and policies for determining risk tolerance and review management''s 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. DEPOSIT FROM PUBLIC

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

24. CORPORATE SOCIAL RESPONSIBILITY (CSR)

As per section 135 and Schedule VII of the Companies Act, 2013, the Company is not required to constitute a Corporate Social Responsibility Committee and formulate policy as it does not fall within purview of Section 135(1) of the Companies Act, 2013.

25. RELATED PARTY TRANSACTIONS

During the year under review, there is no related party transaction covered under Section 188(1) of the Companies Act, 2013. Other Related party transactions that were entered during the financial year were on an arm''s length basis and were in the ordinary course of business. 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 interests of the Company.

The Board of Directors of the Company has, on the recommendation of the Audit Committee, adopted a policy to regulate transactions between the Company and its Related Parties, in compliance with the applicable provisions of the Companies Act, 2013, the Rules there under and the Listing Agreement. This Policy was approved by the Board and has been uploaded on the website of the Company at www.chl.co.in under Related Party Policy link.

26. BOARD EVALUATION

The performance evaluation of the Board, its Committees and Individual Directors was conducted and the same was based on questionnaire and feedback from all the Directors on the Board as a whole, 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, which reviewed the performance of the Board (as a whole), the Non-Independent Directors and the Chairman & Managing Director. Post the Annual ID Meeting, the collective feedback of each of the Independent Directors was discussed by the Chairman of the NRC with the Board''s 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.

27. PARTICULARS AS PER SECTION 134(4)(m) OF THE COMPANIES ACT, 2013 READ WITH RULE 8 OF THE COMPANIES (ACCOUNTS) RULES 2014

Conservation of Energy

Energy conservation continues to receive priority attention at all levels. 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 such as automated controls and sensors are fitted in wherever necessary and feasible.

Technology Absorption

The Company being in the hospitality industry, particulars on technological absorption or expenditure on research and development are not applicable.

Foreign Exchange Earnings and Outgo

During the year under review, your Company has earned Rs. 1628.31 Lacs Foreign Exchange (previous year Rs. 1446.46 Lacs) and used foreign exchange to the extent of Rs. 273.94 Lacs (previous year Rs. 334.80 Lacs).

28. 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

Place: New Delhi Dr. L. K. Malhotra

Date: 27th May, 2016 Chairman & Managing Director

THE MEMBERS OF CHL LIMITED

The Directors have pleasure in presenting the 36th Annual Report of the Company along with the Audited Financial Statements for the Financial Year ended 31st March, 2015.

1. FINANCIAL RESULTS AND OPERATIONAL PERFORMANCE (Rs. in Lacs)

S. No. Particulars 2014-15 2013-14

1 Gross Income 5,852.54 6,019.76

2 Profit Before Interest and Depreciation 864.62 954.66

3 Finance Charges 404.90 347.34

4 Provision for Depreciation 412.17 422.20

5 Net Profit Before Tax 47.55 185.12

6 Provision for Tax 11.42 73.82

7 Net Profit After Tax 48.11 126.54

Sales and other incomes for the year under review at Rs. 5,852.54 lacs are lower by 2.78% than that of the previous year's sales and other income at Rs. 6,019.76 lacs.

Operating profit before depreciation, Interest and tax at Rs. 864.62 lacs for the year under review is lower by 9.43% as compared to Rs. 954.66 lacs for the previous year.

Net Profit after providing tax for the year under review is Rs. 48.11 lacs as compared to Rs 126.54 lacs for the previous year, thus lowered by 61.98% over the previous year. This is due to high fixed cost, finance cost and operational cost accompanied by low tariff rate and low occupancy because of oversupply of rooms and cut throat competition.

2. ECONOMIC ENVIRONMENT AND BUSINESS REVIEW

While the new government has been able to project India as a investment hub, in reality, the flow of Foreign Institutional Investments uncover the truth that there is a lot to be done by the new government. However, the policy paradigm by the new government has boosted investors' sentiments strongly apart from a number of global factors. Overall in the past one year the Indian markets have led this rally with substantial increase in the investments in various sectors.

The Indian hospitality industry has emerged as one of the key industries driving growth of the services sector in India. The fortunes of the hospitality industry have always been linked to the prospects of the tourism industry and tourism is the foremost demand driver of the industry. The Indian hospitality industry has recorded healthy growth fuelled by robust inflow of foreign tourists as well as increased tourist movement within the country and it has become one of the leading players in the global industry. The industry is likely to experience robust growth on the back of rising disposable incomes and favorable industry statistics.

The tourism and hospitality sector is among the top 15 sectors in India to attract the highest Foreign Direct Investment (FDI). During the period April 2000-February 2015, this sector attracted around US$ 7,862.08 million of FDI, according to the data released by Department of Industrial Policy and Promotion (DIPP).

The Indian government has realized the country's potential in the tourism industry and has taken several steps to make India a global tourism hub. Some of the major initiatives taken by the Government of India to give a boost to the tourism and hospitality sector of India are as follows:

- The Government of India has set aside Rs. 500 crore (US$ 79.17 million) for the first phase of the National Heritage City Development and Augmentation Yojana (HRIDAY). The 12 cities in the first phase are Varanasi, Amritsar, Ajmer, Mathura, Gaya, Kanchipuram, Vellankani, Badami, Amaravati, Warangal, Puri and Dwarka which will be developed as smart cities.

- The Government of India is extending visa on arrival facility to 150 countries in stages from the current 43 countries. This is a big leap towards the promotion of tourism in India.

In the recent years there are new hotel projects including entry of foreign hotel chains that are coming up in and around Delhi and the other Metropolitan cities. The Indian Hotel room market for ten metros is expected to expand at a compound rate. The supplies of rooms are outpacing its demand. These new hotels have added further competition to the already existing cut throat competition resulting in low tariff but at the same time cost of material that has gone up will threaten the profitability.

3. DIVIDEND

Your Company, due to inadequacy of profit, is not in a position to declare Dividend for the financial year 2014-15.

4. DIRECTORS

Mr. A. K. Malhotra and Mr. O. P. Bajaj, Directors who retire by rotation and being eligible, have offered themselves for re- appointment. The Board recommends their appointment.

Mr. R. C. Sharma, an Independent Director who retires by rotation and being eligible has offered himself for re-appointment for a period of 5 (Five) consecutive years and not liable to retire by rotation. The Board recommends his appointment.

Ms. Kajal Malhotra has been appointed as an Additional Director w.e.f. 09.02.2015 pursuant to Section 149(1) of the Companies Act, 2013 and clause 49(11)(A)(1) of the Listing Agreement. She has good grip in finance and has legal acumen. As a Woman Director in the Company she will contribute a lot in the affairs of the Company. Pursuant to the Section 161(1) of the Companies Act, 2013 Ms. Kajal Malhotra holds office only upto the date of the forthcoming Annual General Meeting of the Company and is eligible for appointment as Director. The Board recommends her appointment.

Pursuant to the provisions of Section 203 of the Act, the appointment of Dr. L. K. Malhotra, Chairman & Managing Director Mr. Luv Malhotra, Joint Managing Director, Mr N. K. Goel, Vice President (Finance)/Chief Financial Officer and Mr. G. J. Varadarajan, Company Secretary, are formalized as the Key Managerial Personnel of the Company.

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 Clause 49 of the Listing Agreement.

5. MANAGEMENT DISCUSSION AND ANALYSIS

As required under Clause 49 of the Listing Agreement with the Stock Exchange, the Management Discussion and Analysis Report is enclosed as a part of the Report.

6. SUBSIDIARY COMPANY

You are all well aware that CHL International, a Joint Venture Company at Dushanbe, Tajikistan, which promoted a Hotel project at Dushanbe, Tajikistan has been financed by Export Import Bank of India (EXIM Bank) by way of term loan. The EXIM Bank has financed the project by sanctioning a further additional term loan of USD 6 Million, thus aggregating the term loan of USD 32.50 Mn.

The hotel was inaugurated partly in September, 2014 due to requirement of rooms by Tajikistan Government for Shanghai Cooperation Organization, under the brand name Sheraton Dushanbe. The soft opening (trial run) of the hotel was commenced in the last week of December, 2014 and it has commenced its full operation w.e.f. 01.04.2015.

There are no Associate Companies 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 proviso to sub section (3) of Section 129 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 as Annexure B.

Performance and financial position of the subsidiary company is separately given in the Annual Report.

7. DISCLOSURE AS PER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (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 Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed thereunder. During the financial year 2014-15, one complaint was received on sexual harassment which is under process of enquiry.

8. WHISTLE BLOWER /VIGIL MECHANISM

In pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism for directors and employees to report genuine concerns has been established. The Vigil Mechanism Policy has been uploaded on the website of the Company at www.chl.co.in under investors/ Whistle Blower Policy link.

9. EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in Form MGT-9 is annexed herewith as Annexure- A

10. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

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

11. CONSOLIDATION OF FINANACIAL STATEMENT

The duly audited consolidated financial statement as required under the Accounting Standard 21 and provisions of Clause 32 of the Listing Agreement has been prepared after considering the audited financial statement of your Company and its subsidiary.

The annual accounts of the subsidiary shall be kept for inspection by shareholders in the head office of the holding company and the subsidiary company.

12. 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

i. in the preparation of the annual accounts for the Financial Year 2014-15, the applicable accounting standards have been followed and there are no material departures;

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 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;

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.

13. CORPORATE GOVERNANCE

Your Company has taken adequate steps to adhere all the stipulations laid down in clause 49 of the Listing Agreement. A report on the Corporate Governance along with certificate from Practicing Company Secretary confirming the Compliance with the conditions of Corporate Governance as stipulated under clause 49 of the Listing Agreement is includes as a part of the report. In the ensuing Annual General Meeting its appointment is being ratified.

14. LISTING WITH STOCK EXCHANGE

The Company confirms that it has paid the Annual Listing Fee for the year 2015-16 to Bombay Stock Exchange Limited (BSE), where the Company's Shares are listed. Securities and Exchange Board of India (SEBI) vide its Order passed on 19.11.2014 has withdrawn the recognition granted to Delhi Stock Exchange Limited (DSE) and DSE is derecognized w.e.f.19.11.2014. Pursuant to de-recognition, Listing of shares of your Company at DSE became ineffective and got automatically de-listed and the same has been informed to the shareholders by the Company through public notice.

15. PARTICULARS OF EMPLOYEES

Employees of the Company drawing remuneration above the limits specified under Section 197(12) of the Companies Act, 2013 read rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given below.

16. DEMATERIALISATION OF SHARES

The total paid up equity share capital of the Company is Rs. 109,636,580 comprising of 5,48,18,290 equity shares of Rs. 2/- each. 4,68,56,192 (85.48%)Equity Shares of the Company stand dematerialized and balance 79,62,098 (14.52%) equity shares are still in physical form.

17. AUDITORS' REPORT

Auditors' observations are suitably explained in notes to the Accounts and are self explanatory.

18. AUDITORS Statutory Auditors

Pursuant to the provisions of Section 139 of the Act and the rules framed thereunder, M/s G Rai & Co. Chartered Accountants, were appointed as statutory auditors of the Company from the conclusion of the 35th Annual General Meeting (AGM) of the Company held on 29th September, 2014 till the conclusion of the 38th AGM to be held in the year 2017, subject to ratification of their appointment at every AGM.

Internal Auditors

M/s L.N. Malik & Co. Chartered Accountants had been conducting periodic internal audit of all operations of the Company. As per Section 144 of the Companies Act, 2013, Statutory Auditors of a subsidiary company can not function as Internal Auditor of its holding company (CHL Limited). Pursuant to section 138 of the Companies Act, 2013, M/s Gulvardhan Malik & Co., Chartered Accountants was appointed as an Internal Auditor of the company w.e.f. 15.11.2014. Internal Audit Reports are regularly placed before the Audit Committee for their review and for recommendation to the Board.

Secretarial Auditors

According to the provision of section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, M/s A. Chadha & Co., Company Secretaries is continuing as Secretarial Auditor of the Company.

19. REMUNERATION RATIO OF THE DIRECTORS / KEY MANAGERIAL PERSONNEL (KMP) / EMPLOYEES:

The information required pursuant to Section 197 read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Companies (Particulars of Employees) Rules, 1975, in respect of employees of the Company and Directors is furnished hereunder:

(Rs. in Lacs) S. Name Designation Remuneration Remuneration No. paid FY paid FY 2014-15 2013-14

1. Dr. L. K. Malhotra Chairman & 84 42 Managing Director

2. Mr. Luv Malhotra Joint Managing 42 42 Director

3. Mr. Gagan Malhotra Executive Director 42 42

4. Mr. N. K. Goel Vice President 21.75 21.12 (Finance)/CFO

5. Mr. G. J. Varadarajan Company Secretary 7.49 7.27

Name Increase in Ratio/Times remuneration per Median from previous of employee year remuneration

Dr. L. K. Malhotra 42 44.24

Mr. Luv Malhotra Nil 22.12

Mr. Gagan Malhotra Nil 22.12

Mr. N. K. Goel 0.63 11.46

Mr. G. J. Varadarajan 0.22 3.94

20. INTERNAL CONTROL

The information about internal controls is set out in the Management Discussion & Analysis report which is attached and forms part of this Report.

21. RISK MANAGEMENT

The Risk Management is overseen by the Audit Committee of the Company on a continuous basis. The Committee oversees Company's process and policies for determining risk tolerance and review management's 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. For details, please refer to the Management Discussion and Analysis report which form part of the Board Report.

22. DEPOSIT FROM PUBLIC

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

23. CORPORATE SOCIAL RESPONSIBILITY (CSR)

As per section 135 and Schedule VII of the Companies Act, 2013, the Company is not required to constitute a Corporate Social Responsibility Committee and formulate policy as it does not fall within purview of Section 135(1) of the Companies Act, 2013.

24. RELATED PARTY TRANSACTIONS

During the year under review there is no related party transaction covered under section 188(1) of the Companies Act, 2013. Other Related party transactions that were entered during the financial year were on an arm's length basis and were in the ordinary course of business. 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 interests of the Company.

The Board of Directors of the Company has, on the recommendation of the Audit Committee, adopted a policy to regulate transactions between the Company and its Related Parties, in compliance with the applicable provisions of the Companies Act 2013, the Rules there under and the Listing Agreement. This Policy was approved by the Board and has been uploaded on the website of the Company at www.chl.co.in under Related Party Policy link.

25. BOARD EVALUATION

The performance evaluation of the Board, its Committees and Individual Directors was conducted and the same was based on questionnaire and feedback from all the Directors on the Board as a whole, 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). Ms. Kajal Malhotra, Additional Director, appointed on 09.02.2015, was excluded from the process of evaluation.

A separate meeting of the independent directors ("Annual ID meeting") was convened, which reviewed the performance of the Board (as a whole), the non-independent directors and the Chairman & Managing Director. Post the Annual ID meeting, the collective feedback of each of the Independent Directors was discussed by the Chairman of the NRC with the Board's 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.

26. PARTICULARS AS PER SECTION 134(4)(m) OF THE COMPANIES ACT, 2013 READ WITH RULE 8 OF THE COMPANIES (ACCOUNTS) RULES 2014

Conservation of Energy

Energy conservation continues to receive priority attention at all levels. 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 such as automated controls and sensors are fitted in wherever necessary and feasible.

Technology Absorption

The Company being in the hospitality industry, particulars on technological absorption or expenditure on research and development are not applicable.

Foreign Exchange Earnings and Outgo

During the year under review, your Company has earned Rs.1446.46 lacs Foreign Exchange (previous year Rs. 1760.29 lacs) and used foreign exchange to the extent of Rs. 334.80 lacs (previous year Rs. 306.00 lacs).

27. 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 Place: New Delhi Dr. L. K. Malhotra Date: 11th August, 2015 Chairman & Managing Director

Dear Members,

The Directors are pleased to present their 34th Annual Report together with the Audited Accounts for the year ended 31st March 2014.

1. FINANCIAL RESULTS AND OPERATIONAL PERFORMANCE

2013-14 2012-13 Particulars (Rs. in Lacs) (Rs. in Lacs)

Total Income

Sales 5746.80 5590.41

Other Income 272.96 6019.76 283.47 5873.88

Less:Total Expenses

(Inclusive of exceptional items) 5049.76 4275.31

Gross Profit before 969.90 1598.57 Interest, Depreciation and Tax

Less : Financial 347.34 375.76

: Depreciation 422.20 769.54 474.36 850.12

Profit Before Tax 200.36 748.45

Less: Provision for Tax 73.56 243.99

Net Profit after Tax 126.80 504.46

Add : Profit brought forward from last year 4542.57 4372.95

Profit available for appropriation 4669.37 4877.41

APPROPRIATIONS

Transferred to General Reserves 30.00 80.00

Proposed Dividend on equity shares including interim dividend - 219.27

Tax on Dividend - 35.57

Balance carried to Balance Sheet 4639.37 4542.57

Sales and other incomes for the year under review at Rs 6019.76 lacs is higher by 2.48% than that of the previous year''s sales and other income at Rs. 5873.88 lacs.

Operating profit before depreciation, finance charges and tax at Rs. 969.90 lacs for the year under review is lower by 39.32% as compared to Rs.1598.57 lacs for the previous year. Net Profit after providing tax for the year under review is Rs. 126.80 lacs as compared to Rs. 504.46 lacs for the previous year, thus lower by 74.86% over the previous year. This is due to high fixed cost accompanied by operational cost in the context of meager increase in turnover.

2. ECONOMIC ENVIRONMENT AND BUSINESS REVIEW

The Indian tourism and hospitality industry has emerged as one of the key drivers of growth among the services sectors in India. Tourism in India is an employment generator and a significant source of foreign exchange for the country, apart from being an economic activity that helps local and host communities. In 2013, the travel and tourism industry contributed Rs 2.17 trillion (US$ 36 billion) or 2 per cent to the country''s gross domestic product (GDP). This is expected to rise to Rs 4.35 trillion (US$ 72.17 billion) in the coming years.

The tourism industry in India is thriving due to an increase in foreign tourist arrivals (FTA) and a greater number of Indians travelling to domestic destinations than before. The revenue from domestic tourism is likely to grow by 8.2 per cent in 2014 as compared to 5.1 per cent a year ago, according to the World Travel and Tourism Council (WTTC). Hotels are also an extremely important component of tourism industry. India''s travel and tourism industry is expected to grow by about 7.3 per cent in 2014, according to WTTC.

The Government of India has contributed significantly to the growth and development of the industry by providing policy and infrastructural support such as simplification of visa procedures and tax holidays for hotels. Further, the tourism policy of the government aims at speedy implementation of tourism projects, development of integrated tourism circuits, special capacity building in the hospitality sector and new marketing strategies.

FTAs during the period January–March 2014 stood at 21.27 lakh as compared to FTAs of 20.27 lakh during the corresponding period of 2013, registering a marginal growth of 4.9%. FTAs during March 2014 were 6.69 lakh as compared to 6.40 lakh during March 2013, a growth of 4.5 %.

During the year under review the Domestic Tourism Industry remained sluggish with marginal increase of Foreign Tourist Arrivals. But, consequent to the addition of more than 10,000 rooms in Delhi/NCR and other Metropolitan cities like Mumbai, Chennai, Bangaluru and Hyderabad the Hotel Industry was particularly impacted and your Hotel is not an exception to it. Weak pricing scenario and increase in operating costs in an inflationary environment has particularly affected the profitability of Hotel Industry and your company is equally impacted in such challenging business environment. With the formation of the New Government our economy should re-gain a trajectory of high growth and outlook for the company in expected to grow.

3. DIVIDEND

Your Company, due to inadequacy of profit, is not declaring Dividend for the financial year 2013-14.

4. DIRECTORS

Mr. Subhash Ghai, Mr. D. V. Malhotra and Mr. Lalit Bhasin, Directors of the Company are due to retire by rotation at the forthcoming Annual General Meeting. Mr. Subash Ghai and Mr. Lalit Bhasin who are already on the Board of the Company as Independent Directors are being appointed in the same position in the forth coming Annual General Meeting for a period of 5 (five) consecutive years and shall not retire by rotation. Mr. D.V. Malhotra a non-independent director being eligible, offer himself for re-appointment.

Mr. Yash Kumar Sehgal has vast experience in the field of finance. He held various positions at Commercial Bank of Kuwait, Oman for more than two decades in the past.. He has a good expertise in framing policies and procedure for various services of the Bank. Mr. Yash Kumar Sehgal was appointed as an Additional Director of the Company w.e.f. 25.09.2013 holding the position of an Independent Director He holds office till the conclusion of the ensuing Annual General Meeting. The company has received notice from the shareholder/s proposing the appointment of Mr. Yash Kumar Sehgal as independent Director for a period of 5 (five) consecutive years and shall not retire by rotation.

5. MANAGEMENT DISCUSSION AND ANALYSIS

As required by Clause 49 of the Listing Agreement with the Stock Exchange(s), Management Discussion and Analysis is annexed to the Annual Report.

6. SUBSIDIARY COMPANY

CHL International, a Joint Venture Company at Dushanbe, Tajikistan, is under final phase of its Hotel project at Dushanbe Tajikistan. The Export Import Bank of India has financed the Hotel Project by sanctioning a term loan of USD 26.50 million for which your company has given a corporate guarantee. It is expected to commence its operation soon under the brand name Sheraton Dushanbe.

The statement as required under Section 212 of the Companies Act, 1956 in respect of the subsidiary company is annexed and forms an integral part of the Annual Report.

7. CONSOLIDATION OF FINANACIAL STATEMENT

The duly audited consolidated financial statement as required under the Accounting Standard 21 and provisions of Clause

32 of the Listing Agreement has been prepared after considering the audited financial statement of your Company and its

subsidiary.

The Annual Accounts of the Subsidiary companies and the detailed information shall be made available to the shareholders

seeking any information relating to consolidated accounts at any point of time. The annual accounts of the subsidiary shall

be kept for inspection by shareholders in the head office of the holding company and the subsidiary company.

The summarized position of the Subsidiary has been appended to the report.

8. DIRECTORS'' RESPONSIBILITY STATEMENT

In terms of Section 217 (2AA) of the Companies Act 1956, the Directors confirm as under:

(i) That in the preparation of Annual Accounts, the applicable accounting standards have been followed along with proper

explanation relating to material departures. (ii) The accounting policies have been applied consistently, judgments and estimates made are responsible and prudent

so as to give a true and fair view of the State of Affairs of the Company as at the end of the accounting year and of the

profit of the Company for that period. (iii) That proper and sufficient care for maintenance of adequate accounting records in accordance with the provisions of

this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities have

been made. (iv) That the Annual Accounts have been prepared on a going concern basis.

9. CORPORATE GOVERNANCE

As required by Clause 49 of the Listing Agreement, a Report on Corporate Governance together with Practicing Company Secretary''s certificate is annexed to the Annual Report.

10. INFORMATION IN ACCORDANCE WITH THE PROVISIONS OF SECTION 217(2A) OF THE COMPANIES ACT 1956 READ WITH THE COMPANIES (PARTICULARS OF EMPLOYEES RULES 1975, AS AMENDED) EMPLOYED THROUGHT THE YEAR/PART OF THE YEAR.

There are no employees of the Company drawing remuneration above the limits specified under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particular of Employees) Rules 1975.

11. SECRETARIAL AUDIT

As directed by Security and Exchange Board of India (SEBI), Secretarial Audit is being carried out by Practicing Company Secretary. The finding of the Secretarial Audit have been satisfactory.

12. AUDITORS'' REPORT

As regards Auditors'' observations, the notes on accounts are self-explanatory and do not call for any further clarification.

13. AUDITORS

Statutory Auditors

M/s G Rai & Co. Chartered Accountants, Auditors of the Company, retire at the close of the Annual General Meeting and are eligible for re-appointment. In terms of Section 139 of the Companies Act, 2013 they can be appointed for a remaining term of 3 years starting from the conclusion of the ensuing Annual General Meeting until the conclusion of the 38th Annual General Meeting of the company (subject to ratification of their appointment at each Annual General Meeting.

The company has received letter from the Statutory Auditors to the effect that their re-appointment, if made, would be within the prescribed limit under section 141(3)(g) of the Companies Act. 2013 and that they are not disqualified for re- appointment.

Internal Auditors

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

14. FIXED DEPOSITS

The Company has not accepted deposits within the meaning of Company''s (Acceptance of Deposits) Rules 1975 from public during the year. There is no unpaid or unclaimed deposits lying with the Company.

15. PARTICULARS AS PER COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF DIRECTORS) RULES 1988

Conservation of Energy

Efforts on energy conservation are being pursued continuously. Regular repairs and maintenance of all equipment/ materials are carried out to ensure optimum efficiency. 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 such as automated controls and sensors are fitted in wherever necessary and feasible. Your Company, being engaged in the Hotel business, details as per Form ''A'' are not applicable.

Technology Absorption

The Company being in the hospitality industry, particulars on technological absorption or expenditure on research and development are not applicable.

Foreign Exchange Earnings and Outgo

During the year under review, your Company earned Foreign Exchange equivalent to Rs. 1760.29 lacs (previous year Rs. 1570.42.lacs ) and used foreign exchange to the extent of Rs. 306.00 lacs (previous year Rs. 77.18 lacs).

16. ACKNOWLEDGEMENTS

Your Directors wish to thank Central and State Governments, especially Department of Tourism, Company''s Bankers, customers, suppliers for the valuable cooperation and support.

The Board of Directors also expresses their sincere thanks to the shareholders for the support and the confidence reposed in the Company.

The Board takes this opportunity to thank all employees of the Company at all levels for their commitment and dedication. Your Directors look forward to the bright future.

For and on behalf of the Board Place: New Delhi Dr L.K. Malhotra Date: 9th August, 2014 Chairman & Managing Director

TO THE MEMBERS OF CHL LIMITED

The Directors are pleased to present their 33rd Annual Report together with the Audited Accounts for the year ended 31st March 2012.

1. FINANCIAL RESULTS AND OPERATIONAL PERFORMANCE

2011-12 2010-11 Particulars (Rs. in lacs) (Rs. in lacs)

Total Income

Sales 6,238.55 6,561.03

Other Income 424.26 6,662.81 374.93 6,935.96

Less: Total Expenses 4,906.15 4,846.03

(Inclusive of exceptional items)

Gross Profit before Interest, Depreciation and Tax 1,756.66 2,089.93

Less : Financial Charges 485.80 436.35

Depreciation 485.13 431.26

970.93 867.61

Profit Before Tax 785.73 1,222.32

Less: Provision for Tax 329.60 338.48

Net Profit after Tax 456.13 883.83

Add : Profit brought forward from last year 4,251.67 3,881.38

Profit available for appropriation 4,707.80 4,765.21

APPROPRIATIONS

Transferred to General Reserves 80.00 130.00

Proposed Dividend on equity shares including interim dividend 219.28 328.91

Tax on Dividend 35.57 54.63

Balance carried to Balance Sheet 4,372.95 4,251.67

Sales and other incomes for the year under review at Rs. 6,662.81 lacs is lower than that of the previous year's sales and other incomes at Rs. 6,935.96 lacs by 3.93%.

Operating profit before depreciation finance charges and tax at Rs. 1,756.66 lacs for the year under review as compared to Rs. 2,089.93 lacs for the previous year, is lower by 15.95 %.

Net Profit after providing tax for the year under review is to Rs. 456.13 lacs as compared to Rs. 883.83 lacs for the previous year, thus lower by 48.39% over the previous year.

2. BUSINESS REVIEW

The success story of the 'Hotel Industry in India' seconds only to China in Asia-Pacific. India is witnessing an unpredictable growth in hotel construction and will be adding almost 1,14,000 hotel guest rooms to its inventory over the next five years. Hotel industry in India is supporting a large number of population. From labour class to working professionals, the tourist sector provides employment over 50 million people in India and it is the single largest employment generator. The Federation of Hotel and Restaurant Association of India (FHRAI) has sought support from the government in the 12th year plan for the development of the tourism sector including budgetary allocation aiming to increase the foreign flow for this sector.

While reviewing operating performance of the hotel industries it was analyzed that hotel industry in India is recovering from the blows it suffered in the year 2008 first due to financial meltdown in America in September and later due to terrorists attack at Mumbai. The foreign tourist flow in India is substantially reduced by 18-20% during these periods. The onset of the global economic slowdown still has a greater impact on the profitability of the sector determined by occupancy rate. The local competition has also increased due to number of hotels coming up in and around Delhi which adversely affect the occupancy rate and profitability of the company.

3. DIVIDEND

The Board has already declared an interim dividend @ Rs. 1.00 per equity share in the Board Meeting held on 10.02.2012 for the financial year ended 31.03.2012.

The Board further recommended a Final Dividend @ Rs. 1.00 per equity share in respect of the Financial Year under review.

The Final Dividend, together with the Interim Dividend, will make the total dividend @ Rs. 2.00 (20%) per share in respect of the Financial Year. As per the provisions of the Income Tax Act 1961, the tax on Dividend will be borne by the Company.

The overall distribution of Dividend for the year under review will be Rs 254.85 lacs including Corporate Dividend Tax.

4. DIRECTORS

Mr. Subhash Ghai and Mr. D. V. Malhotra, Directors of the Company are due to retire by rotation at the forthcoming Annual General Meeting and they, being eligible, offer themselves for re-appointment.

Mr. Lalit Bhasin was appointed as a Director of the Company in Casual Vacancy arisen due to demise of Shri H. C. Bhasin. He will vacate office at the ensuing Annual General Meeting. Pursuant to Section 257 of the Companies Act, 1956, it is proposed to appoint him as a director of the company with effect from the date of the ensuing Annual General Meeting of your company. Your Board recommends for the approval of members the appointment of Mr. Lalit Bhasin as a Director of the Company.

5. MANAGEMENT DISCUSSION AND ANALYSIS

As required by Clause 49 of the Listing Agreement with the Stock Exchange(s), Management Discussion and Analysis is annexed to the Annual Report.

6. SUBSIDIARY COMPANY

As you are aware, CHL International, a Joint Venture Company at Tajikistan, is constructing a hotel at Dushanbe at Tajikistan. The CHL International has entered into an agreement with Starwood, Sheraton brand for marketing, management and operation of the hotel.

The hotel is at the advance stage of completion and interior fitout works and procurement of hotel operating system are in full swing.

The statement as required under Section 212 of the Companies Act, 1956 in respect of the subsidiary company is annexed and forms an integral part of the Annual Report.

In terms of circular No. 2/2011 dared 08th February 2011, issued by Ministry of Corporate Affairs, Government of India, the Board of Directors has, at the meeting held on 23.07.2011, passed a resolution giving consent for not attaching the Balance Sheet, Statement of Profit and Loss and other Documents of the subsidiary company.

7. CONSOLIDATION OF FINANACIAL STATEMENT

The duly audited consolidated financial statement as required under the Accounting Standard 21 and provisions of Clause 32 of the Listing Agreement has been prepared after considering the audited financial statement of your Company and its subsidiary.

The Annual Accounts of the Subsidiary companies and the detailed information shall be made available to the shareholders seeking any information relating to consolidated accounts at any point of time. The annual accounts of the subsidiary shall be kept for inspection by shareholders in the head office of the holding company and the subsidiary company.

The summarized position of the Subsidiary has been appended to the report.

8. DIRECTORS' RESPONSIBILITY STATEMENT

In terms of Section 217 (2AA) of the Companies Act 1956, the Directors confirm as under:

(i) That in the preparation of Annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures.

(ii) The accounting policies have been applied consistently, judgments and estimates made are responsible and prudent so as to give a true and fair view of the State of Affairs of the Company as at the end of the accounting year and of the profit of the Company for that period.

(iii) That proper and sufficient care for maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities have been made.

(iv) That the Annual Accounts have been prepared on a going concern basis.

9. CORPORATE GOVERNANCE

As required by Clause 49 of the Listing Agreement, a Report on Corporate Governance together with Practicing Company Secretary's certificate is annexed to the Annual Report.

10. INFORMATION IN ACCORDANCE WITH THE PROVISIONS OF SECTION 217(2A) OF THE COMPANIES ACT 1956 READ WITH THE COMPANIES (PARTICULARS OF EMPLOYEES RULES 1975, AS AMENDED) EMPLOYED THROUGHT THE YEAR/PART OF THE YEAR

There are no employees of the Company drawing remuneration above the limits specified under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particular of Employees) Rules 1975.

11. SECRETARIAL AUDIT

As directed by Security and Exchange Board of India (SEBI), Secretarial Audit is being carried out by Practicing Company Secretary. The finding of the Secretarial Audit have been satisfactory.

12. AUDITORS' REPORT

As regards Auditors' observations, the notes on accounts are self-explanatory and do not call for any further clarification.

13. AUDITORS

Statutory Auditors

M/s G Rai & Co. Chartered Accountants, Auditors of the Company, retire at the close of the Annual General Meeting and are eligible for re-appointment. The Company has received confirmation from the firm that the appointment will be within the limits prescribed under section 224(1) (B) of the Companies Act, 1956. The Audit Committee of the Board has recommended their appointment. The necessary resolution is being placed before the shareholder for their approval.

Internal Auditors

M/s L.N. Malik & Co. Chartered Accountants have been conducting periodic internal audit of all operations of the Company. Internal Audit Reports are being laid down before the Audit Committee for their review and for recommendation to the Board.

14. AUDITORS OF SUBSIDIARY COMPANY

M/s G. Rai & Co. Chartered Accountants, has resigned from the Auditorship of the Subsidiary Company and M/s L. N. Malik & Co. Chartered Accountants, has been appointed as auditors of the Subsidiary Company in their place for the financial year 2012-2013.

15. FIXED DEPOSITS

The Company has not accepted deposits within the meaning of Company's (Acceptance of Deposits) Rules 1975 from public during the year. There is no unpaid or unclaimed deposits lying with the Company.

16. PARTICULARS AS PER COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF DIRECTORS) RULES 1988 Conservation of Energy

Efforts on energy conservation are being pursued continuously. Regular repairs and maintenance of all equipment/materials are carried out to ensure optimum efficiency. To give thrust on energy conservation, "optimum utilization of natural light", is focused on and energy saving lights and devices are fitted in wherever necessary and feasible. Your Company, being engaged in the Hotel business, details as per Form 'A' are not applicable.

Technology Absorption

The Company being in the hospitality industry, particulars on technological absorption or expenditure on research and development are not applicable.

Foreign Exchange Earnings and Outgo

During the year under review, your Company earned Foreign Exchange equivalent to Rs 1600.17 lacs (previous year Rs. 2088.42.lacs ) and used foreign exchange to the extent of Rs. 139.22 lacs (previous year Rs. 348.24 lacs).

17. ACKNOWLEDGEMENTS

Your Directors wish to thank Central and State Governments, especially Department of Tourism, Company's Bankers, customers, suppliers for the valuable cooperation and support.

The Board of Directors also expresses their sincere thanks to the shareholders for the support and the confidence reposed in the Company.

The Board takes this opportunity to thank all employees of the Company at all levels for their commitment and dedication. Your Directors look forward to the bright future.

For and on behalf of the Board

Place : New Delhi Dr L.K. Malhotra

Date : 9th August, 2012 Chairman & Managing Director

TO THE MEMBERS OF CHL LIMITED

The Directors are pleased to present their 32nd Annual Report together with the Audited Accounts for the year ended 31st March 2011.

1. FINANCIAL RESULTS AND OPERATIONAL PERFORMANCE 2010-11 2009-10 Particulars (Rs. in lacs) (Rs. in lacs)

Total Income

Sales 6,561.03 70,36.97

Other Income 374.93 6,935.96 368.81 7,405.78

Less: Total Expenses 4,840.78 4,871.00

Gross Profit before Interest, Depreciation and Tax 2,095.18 2,534.78

Less : Financial Charges 436.35 381.05

Depreciation 431.26 421.12

Deferred Revenue Expenditure - 867.61 1.40 803.57

Profit Before Tax 1,227.57 1,731.21

Less: Provision for Tax 338.48 589.27

Net Profit after Tax 889.09 1,141.94

Add : Profit brought forward from last year 3,881.38 3,422.76

Adjustment of last year's provision (5.26) 1.49

Profit available for appropriation 4,765.21 4,566.19

APPROPRIATIONS

Transferred to General Reserves 130.00 300.00

Proposed Dividend on equity shares 328.91 328.91 including interim dividend

Tax on Dividend 54.63 55.90

Balance carried to Balance Sheet 4,251.67 3,881.38

Sales and other incomes for the year under review at Rs. 6935.96 lacs is lower than that of the previous year's sales and other incomes at Rs. 7405.78 lacs by 6.34%.

Operating profit before depreciation finance charges and tax at Rs. 2095.18 lacs for the year under review as compared to Rs. 2534.78 lacs for the previous year, is lower by 17.34 %

Net Profit after providing tax for the year under review is to Rs. 889.09 lacs as compared to Rs. 1141.94 lacs for the previous year, is lower by 22.14%.

2. BUSINESS REVIEW

Hospitality industry is very well knitted with travel and tourism industry. India is the most favourite destination for the global tourists and it experiences huge footfalls as a favourite place of visit because of its vast and rich cultural heritage.

Tourism in India was seen as a mere service sector for a long time. It is being now recognized as an export industry due its multiple advantages. Now it is one of the largest service industries in India with contribution of 6.23% to the National GDP and 8.78% of the total employment in India.

The mood is upbeat in the travel and tourism especially in the Hotel Business. At the Hotel Investment Forum India, Indian and International Hotel chains expressed optimism at the growth potential of the Indian Market and outlined big investment plans for coming years.

The business of Indian Hotel industry is very bright because the kind of the growth expected over the next couple of years or more is in tune of 15-20%. Importantly the Hotel Industry and the Hotel chain groups are very bullish and optimistic about their investment and commitment as far as the growth is concerned. Thus by reviewing the last year trend about the Hotel Industry in India we are hopeful for the better result in the near future.

3. DIVIDEND

The Board has already declared an interim dividend @ Rs. 1.50 per equity share in the Board Meeting held on 27.01.2011 for the financial year ended 31.03.2011.

The Board further recommended a Final Dividend @ Rs.1.50 per equity share in respect of the Financial Year under review.

The Final Dividend, together with the Interim Dividend, will make the total dividend @ Rs.3.00 (30%) per share in respect of the Financial Year 2010-2011. As per the provisions of the Income Tax Act 1961, the tax on Dividend will be borne by the Company.

The overall distribution of Dividend for the year under review will be Rs 383.54 lacs including Corporate Dividend Tax.

4. DIRECTORS

Mr. R. C. Sharma, Mr. A. K. Malhotra and Mr. O. P. Bajaj, Directors of the Company are due to retire by rotation at the forthcoming Annual General Meeting and they, being eligible, offer themselves for re-appointment.

Shri. Harish Chander Bhasin demised on 7th December, 2010.

Mr. Lalit Bhasin was appointed as a Director of the Company in the casual vacancy arisen due to sudden demise of Late Shri. Harish Chander Bhasin, in the Board Meeting held on 27.01.2011.

Mr. Gagan Malhotra was appointed as a Director of the Company in Casual Vacancy arisen due to resignation of Mr. Kumud Malhotra. He will vacate office at the ensuing Annual General Meeting. Pursuant to Section 257 of the Companies Act, 1956, it is proposed to appoint him as a director of the company with effect from the date of the ensuing Annual General Meeting of your company.

Subject to the approval of shareholders in the ensuing Annual General Meeting, Mr. Gagan Malhotra was appointed as a Whole Time Director of the Company for a period of 3 years commencing from 1st April, 2010 to 31st March, 2013 in the Board Meeting held on 29.10.2010. Your Board recommends for the approval of members the appointment of Mr. Gagan Malhotra as Director as well as Whole Time Director.

5. MANAGEMENT DISCUSSION AND ANALYSIS

As required by Clause 49 of the Listing Agreement with the Stock Exchange(s), Management Discussion and Analysis is annexed to the Annual Report.

6. SUBSIDIARY COMPANY

CHL International, a Joint Venture Company at Dushanbe, Tajikistan, is constructing a Hotel at Dushanbe very near to Dushanbe International Airport. All the works and structure of the Hotel have already been completed and is expected to be operational by first quarter of the year 2012.

As on the Balance Sheet date, your company holds 338,940 equity shares of 100 Somoni each in CHL International comprising of 70% of its share capital, equivalent to Rs.36.32 Crore, including call in arrears Rs. 4.16 Crore.

Your company has furnished a Corporate Guarantee to the extent of US $18.00 million to the Export Import Bank of India on behalf of the subsidiary company

CHL International was awarded four contracts from NHPC, for draining and de-silting the Varzob River and also for repairing the dam structure of the river. Out of which two contracts were successfully completed.

The Statement as required under Section 212 of the Companies Act, 1956 in respect of the subsidiary of the Company is annexed and forms an integral part of the Annual Report

7. CONSOLIDATION OF FINANACIAL STATEMENT

Pursuant to general exemption granted in terms of Circular No. 2/2011 dated 8.02.2011 issued by Ministry of Corporate Affairs, New Delhi, under Section 212 of the Companies Act, 1956, the company has not attached Balance Sheet, Profit & Loss Account of the subsidiary company and its other documents, with the Annual Report of the Company.

However, the Company makes available of these documents upon requests by any member of the Company. Further these documents is available at the Registered Office of the Company for inspection by any member of the Company during office hours

As required under the aforesaid Circular, a summarized position of the Subsidiary has been appended to the report.

The duly audited consolidated financial statement as required under the Accounting Standard 27 and provisions of Clause 32 of the Listing Agreement has been prepared after considering the audited financial statement of your Company and its subsidiary.

8. DIRECTORS' RESPONSIBILITY STATEMENT

In terms of Section 217(2AA) of the Companies Act 1956, the Directors confirm as under:

(i) That in the preparation of Annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures.

(ii) The accounting policies have been applied consistently, judgments and estimates made are responsible and prudent so as to give a true and fair view of the State of Affairs of the Company as at the end of the accounting year and of the profit of the Company for that period.

(iii) That proper and sufficient care for maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities have been made.

(iv) That the Annual Accounts have been prepared on a going concern basis.

9. CORPORATE GOVERNANCE

As required by Clause 49 of the Listing Agreement, a Report on Corporate Governance together with Practicing Company Secretary's Certificate is annexed to the Annual Report.

10. INFORMATION IN ACCORDANCE WITH THE PROVISIONS OF SECTION 217(2A) OF THE COMPANIES ACT 1956 READ WITH THE COMPANIES (PARTICULARS OF EMPLOYEES) RULES 1975, AS AMENDED EMPLOYED THROUGH OUT THE YEAR/PART OF THE YEAR.

There are no employees of the Company drawing remuneration above the limits specified under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particular of Employees) Rules 1975 as amended by the Ministry of Corporate Affairs vide general Circular No. 23/2011dated 03.05.2011

11. SECRETARIAL AUDIT

As directed by Security and Exchange Board of India (SEBI), Secretarial Audit is being carried out by Practicing Company Secretary. The finding of the Secretarial Audit have been satisfactory.

12. AUDITORS' REPORT

As regards Auditors' observations, the notes on accounts are self-explanatory and do not call for any further clarification.

13. AUDITORS

Statutory Auditors

M/s G Rai & Co. Chartered Accountants, Auditors of the Company, retire at the close of the Annual General Meeting and is eligible for re-appointment. The Company has received confirmation from the firm that the appointment will be within the limits prescribed under section 224(1) (B) of the Companies Act, 1956. The Audit Committee of the Board has recommended their appointment. The necessary resolution is being placed before the shareholder for the approval.

Internal Auditors

M/s L.N. Malik & Co. Chartered Accountants have been conducting periodic internal audit of all operations of the Company. Internal Audit Reports are being laid down before the Audit Committee for their review and for recommendation to the Board.

The Audit Committee of the Board of Directors has recommended their re-appointment.

14. PARTICULARS AS PER COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF DIRECTORS) RULES 1988

Conservation of Energy

Efforts on energy conservation are being pursued continuously. Regular repairs and maintenance of all equipment/materials are carried out to ensure optimum efficiency. To give thrust on energy conservation, “optimum utilization of natural light”, is focused on and energy saving lights and devices are fitted in wherever necessary and feasible. Your Company, being engaged in the Hotel business, details as per Form ‘A' are not applicable

Technology Absorption

The Company being in the hospitality industry, particulars on technological absorption or expenditure on research and development are not applicable.

Foreign Exchange Earnings and Outgo

During the year under review, your Company earned Foreign Exchange equivalent to Rs. 2088.42.lacs (previous year Rs. 2443.10 lacs) and used foreign exchange to the extent of Rs. 348.24 lacs (previous year Rs. 218.04 lacs).

15. ACKNOWLEDGEMENTS

Your Directors wish to thank Central and State Governments, especially Department of Tourism, Company's Bankers, customers, suppliers for the valuable cooperation and support.

The Board of Directors also expresses their sincere thanks to the shareholders for the support and the confidence reposed in the Company.

The Board takes this opportunity to thank all employees of the Company at all levels for their commitment and dedication.

Your Directors look forward to the bright future.

For and on behalf of the Board

Dr L.K. Malhotra Chairman & Managing Director

New Delhi Date : July 23, 2011

The Directors are pleased to present their 31st Annual Report together with the Audited Accounts for the year ended 31st March 2010.

1. FINANCIAL RESULTS AND OPERATIONAL PERFORMANCE

2009-10 2008-09

Particulars ( Rs. in lacs) (Rs. in lacs)

Total Income

Sales 7036.97 8209.27

Other Income 368.81 7405.78 289.55 8498.82

Less: Total Expenses 4871.00 5625.70

Gross Profit before Interest, Depreciation and Tax 2534.78 2873.12

Less : Financial Charges 381.05 354.04

Depreciation 421.12 338.31

Deferred Revenue Expenditure 1.40 1.40

803.57 693.75

Profit Before Tax 1731.21 2179.37

Less: Provision for Tax 589.27 851.24

Net Profit after Tax 1141.94 1328.13

Add : Profit brought forward from last year 3422.76 2801.63

Adjustment of last years provision 1.49 (22.19)

Profit available for appropriation 4566.19 4107.57

APPROPRIATIONS

Transferred to General Reserves 300.00 300.00

Proposed Dividend on equity shares including interim dividend 328.91 328.91

Tax on Dividend 55.90 55.90

Balance carried to Balance Sheet 3881.38 3422.76

Sales and other incomes for the year under review at Rs. 7405.78 lacs is lower than that of the previous year Rs. 8498.82 lacs by 12.86%.

Operating profit before depreciation and finance charges at Rs. 2534.78 lacs for the year under review as compared to Rs. 2873.12 lacs for the previous year, is lower by 11.77 %

Net Profit after providing tax for the year under review is to Rs. 1141.94 lacs as compared to Rs. 1328.13 lacs for the previous year, thus lower by 14.01% over the previous year.

2. BUSINESS REVIEW

The Hotel & Tourism industry is cyclical in nature and highly susceptible to the macro -environmental changes. Aviation and hospitality are the first to get impacted by adverse environment and the last to recuperate. Often described as fragile industry, the demand for the travel is highly susceptible to the event like economic slow down, wars, disease outbreak and terrorism

The balance sheet of the hotel companies are under stress on account of occupancy levels in major metro station including Delhi and Mumbai. During the current financial year growth have fallen as compared to the previous years. The ARR has also gone down across the major cities by about 20%. The compound effect is expected to result in reduced profitability to the tune of 20-25 percent. Despite the numerous problems tourism industry was one of the largest foreign exchange earners for India. Realizing the potential in India, international & domestic hotel chains were rushing to cash on it. The entry of multinationals and Indian Hotel chains expanding internationally only reinforces the segments untapped business potential. The demand for travel and tourism in India is expected to grow by 8.2 % between 2010-2019 and will place India in the third position in the world. The common wealth game would be the good opportunity to showcase the rich culture heritage of the country to the international community

3. DIVIDEND

The Board has already declared an interim dividend @ Rs. 1.50 per equity share in the Board Meeting held on 25.01.2010 for the financial year ended 31.03.2010.

The Board further recommended a Final Dividend @ Rs.1.50/- per equity share in respect of the Financial Year under review.

The Final Dividend, together with the Interim Dividend, will make the total dividend @ Rs.3.00 (30%) per share in respect of the Financial Year. As per the provisions of the Income Tax Act 1961, the tax on Dividend will be borne by the Company.

The overall distribution of Dividend for the year under review will be Rs 384.81 lacs including corporate Dividend Tax.

4. DIRECTORS

Mr. Subhash Krishan Dayal Ghai, Mr. D. V. Malhotra and Mr. Harish C Bhasin, Directors of the Company are due to retire by rotation at the forthcoming Annual General Meeting and they, being eligible, offer themselves for re-appointment.

Mr. B. N Malhotra and Mr. Kumud Malhotra resigned from the Directorship of the Company w.e.f. 05.11.2009.

Mr. Gagan Malhotra who was the Vice President (Corporate Development) of the Company joined as a Director of the company w.e.f. 25.01.2010 in place of Mr. Kumud Malhotra.

5. MANAGEMENT DISCUSSION AND ANALYSIS

As required by Clause 49 of the Listing Agreement with the Stock Exchange(s), Management Discussion and Analysis is annexed to the Annual Report.

6. CHANGE OF NAME

The Franchise Agreement with International Hotels Group is coming to an end in the month of September 2010 and as such your hotel will now be known as "The Suryaa New Delhi" w.e.f. 1st September, 2010.

7. SUBSIDIARY COMPANY

CHL International, a close joint stock company, was incorporated in the year 2001 at Dushanbe, Tajikistan under the Civil Code of the Republic of Tajikistan with the main objective of construction of Hotels cum Commercial Complex.

The project cost of hotel is US $ 29.08 million (126.72 million Somoni). Out of it, its equity component is US $ 11.08 million (48.42 million Somoni) and loan component is US $ 18.00 million (78.30 million Somoni).

During the period under review, your company acquired additional interest in CHL International an erstwhile associate company, thus making it a subsidiary w.ef. 30th October, 2009. The companys stake in CHL International as on Balance Sheet date is 84.11% (21.03 million somoni).

Your Companys contribution will be up to 70% of the share capital of US $ 11.08 million, (48.42 million Somoni) amounting to US $ 7.76 million (33.87 million Somoni).

The Export & Import Bank of India (EXIM Bank) has sanctioned a term loan of US$ 18.00 million for part financing/ setting up of / developing 5 Star Hotel in Tajikistan. Your company has agreed to furnish its corporate guarantee to the Exim Bank for the aforesaid loan.

The Statement as required under Section 212 of the Companies Act, 1956 in respect of the subsidiary viz. CHL International is annexed and forms an integral part of the Annual Report.

8. CONSOLIDATION OF FINANACIAL STATEMENT

The duly audited consolidated financial statement as required under the Accounting Standard 21 and provisions of Clause 32 of the Listing Agreement has been prepared after considering the audited financial statement of your company and its subsidiary.

9. DIRECTORS RESPONSIBILITY STATEMENT

In terms of Section 217(2AA) of the Companies Act 1956, the Directors confirm as under:

(i) that in the preparation of Annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures.

(ii) the accounting policies have been applied consistently, judgments and estimates made are responsible and prudent so as to give a true and fair view of the state of affairs of the Company as at the end of the accounting year and of the profit of the company for that period.

(iii) that proper and sufficient care for maintenance of adequate accounting records in accordance with the provision of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities have been made.

(iv) that the annual accounts have been prepared on a going concern basis.

10. CORPORATE GOVERNANCE

As required by Clause 49 of the Listing Agreement, a Report on Corporate Governance together with Practicing Company Secretarys certificate is annexed to the Annual Report.

11. (a) INFORMATION IN ACCORDANCE WITH THE PROVISION OF SECTION 217(2A) OF THE COMPANIES ACT 1956

READ WITH THE COMPANIES (PARTICULARS OF EMPLOYEES RULES 1975, AS AMENDED) EMPLOYED THROUGH OUT THE YEAR IS GIVEN BELOW:

Name Age Desig nation Remun eration Qualif ication Experi ence Date of Joining Last Empl oyment

includ ing Dir ectors Commis sion on Profits (Rs. in lac)

Dr. L.K. 66 CMD 96.00 Ph.D 45 years 15.07.1985 Managing Director Mal hotra Ashraf & Malhotra,

Kuwait

Mr. Luv 37 ED 76.00 Master 12 Years 11.09.1998 GM (Coord ination)

Malh otra Degree in CHL Limited

Econo mics

The appointment is contractual. Their Gross remunerations comprise of salary, allowances, medical expenses, leave travel assistance, and other perquisites are subject to the Companies Act 1956 and also subject to the provisions of Income Tax Act and Rules. Dr. L.K. Malhotra is related to Mr. D.V. Malhotra, Mr. A. K. Malhotra, and Mr. Luv Malhotra.

Mr. Luv Malhotra is related to Dr L.K. Malhotra.

(b) INFORMATION IN ACCORDANCE WITH THE PROVISION OF SECTION 217(2A) OF THE COMPANIES ACT 1956 READ WITH THE COMPANIES (PARTICULARS OF EMPLOYEES RULES 1975, AS AMENDED) EMPLOYED PART OF THE YEAR IS GIVEN BELOW:

Name Age Desi gnation Salary & Qualif ication Exper ience Date of Last Employment

Perqui site Joining

(Rs in lac)

Mr. Ga gan 42 Director 22.77 B.Sc., 17 Years 02.04.2007 VP

Malh otra Univer sity of (Corporate

Michi gan, USA Development)

CHL Ltd

Mr. Gagan Malhotra resigned from the post of VP (Corporate Development) of the company w.e.f. 23.01.2010. He joined the Board w.e.f. 25.01.2010 in place Mr. Kumud Malhotra.

12. SECRETARIAL AUDIT

As directed by Security and Exchange Board of India (SEBI), Secretarial Audit is being carried out by Practicing Company Secretary. The finding of the Secretarial Audit have been satisfactory.

13. AUDITORS REPORT

As regards Auditors observations, the notes on accounts are self-explanatory and do not call for any further clarification.

14. AUDITORS

Statutory Auditors

M/s G Rai & Co. Chartered Accountants, Auditors of the company, retire at the close of the Annual General Meeting and is eligible for re-appointment. The Company has received confirmation from the firm that the appointment will be within the limits prescribed under section 224(1) (B) of the Companies Act, 1956. The Audit Committee/ Board has recommended their appointment. The necessary resolution is being placed before the shareholder for the approval.

Internal Auditors

M/s L.N. Malik & Co. have been conducting periodic internal audit of all operations of the company. Internal Audit Reports are being laid down before the Audit Committee for their review and for recommendation to the Board.

15. PARTICULARS AS PER COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF DIRECTORS) RULES 1988

Conservation of Energy

Efforts on energy conservation are being pursued continuously. Regular repairs and maintenance of all equipment/ materials are carried out to ensure optimum efficiency. To give thrust on energy conservation, “optimum utilization of natural light”, is focused on and energy saving lights and devices are fitted in wherever necessary and feasible. Your company, being engaged in the hotel business, details as per Form ‘A are not applicable

Technology Absorption

The company being in the hospitality industry, particulars on technological absorption or expenditure on research and development are not applicable.

Foreign Exchange Earnings and Outgo

During the year under review, your company earned Foreign Exchange equivalent to Rs. 2443.10 lacs (previous year Rs. 3483.07 lacs) and used foreign exchange to the extent of Rs. 218.04 lacs (previous year Rs. 481.95 lacs).

16. ACKNOWLEDGEMENTS

Your Directors wish to thank Central and State Governments, especially Department of Tourism, Companys Bankers, customers, suppliers for the valuable cooperation and support.

The Board of Directors also express their sincere thanks to the shareholders for the support and the confidence reposed in the company.

The Board takes this opportunity to thank all employees of the company at all levels for their commitment and dedication.

Your Directors look forward to the bright future.

For and on behalf of the Board

New Delhi Dr L.K. Malhotra

Date : July 30, 2010 Chairman and Managing Director