The Board of Directors present your Company's Fortieth Annual Report along with the Audited Financial Statements for the Financial Year ended March 31, 2025.

FINANCIAL HIGHLIGHTS

Your Company's financial performance for the Financial Year ended March 31, 2025 is summarized below:

APPROPRIATIONS / DIVIDEND

The Company has adopted a Dividend Distribution Policy, setting out the broad principles for guiding the Board and Management in the matters concerning declaration and distribution of dividend pursuant to Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ('Listing Regulations'). The same is annexed as Annexure I hereto and is also available on the Company's website at www.chalethotels. com/wordpress/wp-content/uploads/2023/11/Dividend-Distribution-Policy.pdf.

In line with the Dividend Distribution Policy and considering the Company's growth trajectory, no dividend is being recommended by the Board of Directors on the Equity Shares of the Company for the year under review.

Further, an amount of ? 1,710 million has been transferred to Retained Earnings for the year under review.

Pursuant to the applicable provisions of the Companies Act, 2013 ('the Act'), read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ('the IEPF Rules'), all unpaid or unclaimed dividends are required to be transferred by the Company to the IEPF; established by the Government of India, after completion of seven years. Further, according to IEPF Rules, the shares on which dividend has not been paid or claimed by the shareholders for seven consecutive years or more shall also be transferred to the demat account of the IEPF Authority. The Company does not have any unpaid or unclaimed dividends and accordingly, the aforesaid provisions are not applicable to the Company.

BUSINESS UPDATE Expansion/Milestones

The Company continues to pursue growth opportunities in line with its strategy to diversify the portfolio in terms of geography and offering. During the year under review, the Company acquired Mahananda Spa and Resorts Private Limited, a Company headquartered in Rishikesh, owning The Westin Resort & Spa, Himalayas, a 141 room hotel at Rishikesh in the state of Uttarakhand.

The Company also commissioned its commercial offering at Powai in Mumbai viz. CIGNUS Powai® Tower 1 and the property has seen strong leasing momentum.

The residential project at Koramangala, Bengaluru has received Occupancy Certificates for 9 buildings and more than 90% of inventory has been sold as on date.

Financial

The Company continued to strengthen its position and has reported strong operational and financial performance across all four quarters this year. The Total Income of the Company increased by 18.54%, reaching ? 16,817 million on a standalone level and by 22.07%, reaching ? 17,541 million on a consolidated level. This growth is attributed to our strong asset portfolio, stringent cost management, and a strong focus on maximizing revenue streams across all assets. Hospitality Revenue of ? 14,296 million contributed to 8789% of Total Revenue and the Rental & Annuity Revenues at ? 1,970 million contributed to 12.11% of the Company's Total Revenue for the Financial Year ended March 31, 2025. The Net Profit after Tax of the Company stood at ? 1,716 million as compared to ? 2,783 million for the previous year.

A detailed analysis of the business and financial performance is included in the Management Discussion and Analysis report which forms a part of this Annual Report.

DEVELOPMENT PIPELINE

The Company is working on various projects that are at different stages of completion towards capacity addition as well as upgradation of existing assets:

Hospitality

- ~125-130 additional guest rooms at Bengaluru Marriott Hotel Whitefield

- ~280 room hotel viz. 'Hyatt Regency' at Airoli, Navi Mumbai

- ~170 room 5-star luxury hotel at Varca in Goa Subsidiaries:

- renovation of 80 rooms at The Dukes Retreat, Khandala has been completed during the year under review and further addition of ~65-70 rooms is underway

- ~385-390 room 'Taj' at Terminal 3, Delhi International Airport

Rental & Annuity

- construction work at the CIGNUS Powai® Tower 2 has commenced and is expected to be completed in FY 2027.

Residential Project - Koramangala, Bengaluru

- The first 9 towers of the project are ready for handover and the process will be commenced soon. Unit sales for the project and pricing are trending higher than expected. Construction work on the last 2 residential towers and the commercial building is underway.

CAPITAL STRUCTURE Authorized Share Capital

During the year under review, there was no change in the Authorized Share Capital of the Company. The Authorized Share Capital of your Company as on March 31, 2025 is ' 5,981,000,000 consisting of 38,21,00,000 Equity Shares of Face Value of ' 10 each amounting to ' 382,10,00,000 and 21,600 Preference Shares of Face Value of ' 1,00,000 each amounting to ' 216,00,00,000.

Paid-up Equity Share Capital

During the year under review, the Paid-up Equity Share Capital of your Company increased by ' 12,98,14,070 from ' 205,47,40,080 to ' 218,45,54,150.

- Pursuant to approval of the Members through a Special Resolution by means of Postal Ballot on March 10, 2024, the Company raised funds through a Qualified Institutions Placement ('QlP') by issue and allotment of 1,26,26,263 fully paid-up Equity Shares to the eligible Qualified Institutional Buyers on April 03, 2024. The proceeds of the QIP were utilized towards repayment/pre-payment of certain outstanding borrowings and towards general corporate purposes.

- Eligible Employees have exercised 3,55,144 Stock Options resulting in issue and allotment of 3,55,144 fully paid-up Equity Shares having a face value of ' 10 each under CHL Employee Stock Option Plan 2022.

The Paid-up Equity Share Capital of your Company as on March 31, 2025 stands at ' 218,45,54,150 comprising of 21,84,55,415 Equity Shares having a Face Value of ' 10 each.

Paid-up Preference Share Capital

Your Company had entered into a Subscription Agreement dated June 04, 2018 with Mr. Ravi C. Raheja and Mr. Neel C.

Raheja, Promoters of the Company, wherein they had agreed to provide your Company with funds required to meet any costs, expenses and liabilities pertaining to the Koramangala Residential project, by way of subscription by themselves or by their Designated Nominees to 20,000 Zero Coupon NonCumulative, Non-Convertible, Redeemable Preference Shares ('NCRPS/'Subscription Securities') of ' 100,000 each in two series (viz. Series A and Series B) of 10,000 NCRPS each, aggregating to ' 2,000 million (Initial Subscription Amount).

The Company redeemed 1,600, 0.001% Non-Cumulative Redeemable Preference Shares having a Face Value of ' 1,00,000 each on May 27, 2024 with the consent of the Preference Shareholders and pursuant to the approval of the Board of Directors at their meeting held on May 13, 2024.

The Paid-up Preference Share Capital of your Company as on March 31, 2025 was ' 200,00,00,000 comprising of 20,000, 0.00% Non-Cumulative, Non-Convertible Redeemable Preference Shares having a Face Value of ' 1,00,000 each.

BORROWINGS

The Company avails of credit facilities from time to time to be deployed for various purposes such as capital expenditure and working capital requirements and repayment of high cost debt. During the year under review, the Company availed of additional borrowings amounting to ' 5,988 million and repaid ' 9,898 million existing debt. As on March 31, 2025, the Company's borrowing stood at ' 20,908 million on a standalone basis and at ' 23,574 million on a consolidated basis (both excluding Preference Share Capital, amounting to ' 1,969 million), as compared to ' 24,762 million on a standalone and ' 26,855 million on a consolidated basis (excluding Preference Share Capital and Loan from Promoter-Directors, amounting to ' 2,648 million) as at March 31, 2024.

Debentures

The Company has on March 25, 2025, issued and allotted 7,500, 8.35% Listed, Rated, Secured, Non-Cumulative, Taxable, Transferrable, Redeemable, Non-Convertible Debentures ('Listed NCDs') having a Face Value of ' 1,00,000 each on a private placement basis. The proceeds of the said Listed NCDs have been utilized towards repayment of outstanding Overdraft/ Working Capital Demand Loan balances of the Company.

Credit Ratings

The Company had the following Credit Ratings as on March 31, 2025:

ICRA Limited: Long Term Banking Facilities (Fund based and unallocated limits) are rated as [ICRA] A (Outlook: Positive) (Previous Rating: [ICRA] A (Outlook: Positive)) and Short Term Banking Facilities (Non-Fund based and unallocated limits) are rated as [ICRA] A1 (Previous Rating: [ICRA] A1).

India Ratings & Research Private Limited: Term Loans, NonConvertible Debentures and Fund-based Working Capital limits are rated as IND AA- / Stable (Previous Rating: IND A-/Positive) and Non-Fund based Working Capital limits are rated as IND A1 (Previous Rating: IND A2 ).

CRISIL Ratings Limited: Non-Convertible Debentures are rated as CRISIL AA-/Stable.

DEPOSITS

Your Company has neither accepted nor renewed any amount falling within the purview of provisions of Section 73 of the Act read with the Companies (Acceptance of Deposits) Rules, 2014 during the year under review. As such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the Balance Sheet.

LOAN FROM DIRECTORS

Pursuant to the Subscription Agreement entered into with the Company on June 04, 2018, Mr. Ravi Raheja and Mr. Neel Raheja, Promoters and Non-Executive Directors of the Company had agreed to provide financial support for the Koramangala Project in addition to the Initial Subscription as and when required. In view of the same and pursuant to the approval of the Board of Directors and the Members of the Company, Mr. Ravi Raheja and Mr. Neel Raheja had extended interest free loans aggregating to ' 1,100 million to the Company which has been repaid entirely as on March 31, 2025.

LOANS, INVESTMENTS, GUARANTEES AND SECURITIES

Your Company is engaged in 'infrastructural activities' covered under Schedule VI of the Act and is therefore exempt from the provisions of Section 186 of the Act with regards to Loans, Investments, Guarantees and Securities. Details of loans given, guarantee and security provided in connection with loan and investments made by your Company are given in Note No.60 of the Standalone Financial Statements.

FOREIGN EXCHANGE EARNINGS AND OUTGO

During the year under review, your Company earned foreign exchange of ' 6,112 million as compared to ' 4,916 million in the previous year.

The total foreign exchange outgo of your Company during the year under review was ' 1,630 million as compared to ' 1,557 million in the previous year.

SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES

The Company has six subsidiaries and three associates as on the date of this Report. There has been no material change in the nature of the business of the subsidiaries. The Company does not have any Joint Venture.

Brief updates in relation to each subsidiary for the year under review are as given below:

- Chalet Hotels & Properties (Kerala) Private Limited is a subsidiary of your Company, which had insignificant or no operations during the year under review.

- Chalet Airport Hotel Private Limited ('CAHPL') is a wholly owned subsidiary of the Company having the same line of business as its Holding Company. CAHPL is developing a ~385-390 room hotel at Terminal 3 at Delhi International Airport which is to be branded as 'Taj' and has entered into a Franchise and Technical Services & Development Assistance Agreement with The Indian Hotels Company Limited in this regard.

- The Dukes Retreat Private Limited ('Dukes') is a subsidiary of the Company and owner and operator of The Dukes Retreat, Khandala which will be a 147 room full service resort, post completion of capacity addition which is currently underway.

- Sonmil Industries Private Limited ('Sonmil') is a wholly owned subsidiary of the Company owning the land on which The Dukes Retreat, Khandala is situated.

- Mahananda Spa and Resorts Private Limited is a wholly owned subsidiary and owning company of The Westin Resort & Spa, Himalayas, a 141 room hotel at Rishikesh in the state of Uttarakhand.

- Ayushi and Poonam Estates LLP is the owning entity of Courtyard by Marriott, Aravali Resort, a 158 room hotel in the National Capital Region (NCR).

The Board of Directors on February 10, 2025 approved the acquisition of Mahananda Spa and Resorts Private Limited, owning company of The Westin Resort & Spa, Himalayas, a 141 room hotel at Rishikesh. Accordingly, the Company has

considered the period from February 11, 2025 to March 31, 2025 for the purpose of purchase price allocations/consolidation of financial statements of the said company.

The Board of Directors of the Company had approved the amalgamation of Sonmil and Dukes, which are wholly owned subsidiary and subsidiary of the Company respectively, with the Company, which inter-alia aims at simplified corporate structure, synergy in operations, greater financial strength and improvement in the position of the merged entity. Thereafter, the Company had filed a Scheme of Arrangement and Amalgamation of Sonmil and Dukes with the Company. Pursuant to the Order dated March 18, 2025 passed by the Hon'ble National Company Law Tribunal, Mumbai Bench, a meeting of the Equity Shareholders of the Company is proposed to be convened and held on May 13, 2025 for approval of the said Scheme.

In terms of provisions of Section 136 of the Act, the Audited Financial Statements of the subsidiary companies can be accessed on the website of the Company viz. www.chalethotels. com/annual-reports/.

Your Company holds 33.1% of the Equity Share Capital of Krishna Valley Power Private Limited, 26.1% in Sahyadri Renewable Energy Private Limited and 26% in TP Agastaya Limited, being entities engaged in generation of hydropower and solar power respectively. Your Company continues to hold the aforesaid securities, however it does not have the ability to participate and neither is involved in the operations and/ or relevant activities of these companies/ entities, nor has exposure or rights to variable returns. Hence, the aforementioned entities have not been considered as Associate companies in the consolidation of Financial Statements.

The Consolidated Financial Statements of your Company and its Subsidiaries, prepared in accordance with the relevant Accounting Standards, duly audited by the Statutory Auditors, forms part of this Annual Report. The statement under Rule 5 of the Companies (Accounts) Rules, 2014 relating to Subsidiaries and Associates in Form AOC-1 is annexed as Annexure II to this Report.

As at the end of the year under review, the Company has one material subsidiary, i.e. Mahananda Spa and Resorts Private Limited. The policy for determining material subsidiaries has been disclosed on the Company's website at www.chalethotels. com/wordpress/wp-content/uploads/2024/02/Policy-for-Determination-of-Material-Subsidiaries.pdf.

MANAGEMENT DISCUSSION & ANALYSIS, CORPORATE GOVERNANCE AND BUSINESS RESPONSIBILITY & SUSTAINABILITY REPORTS

A detailed note on the state of the Company's affairs is covered in the Management Discussion & Analysis section of the Annual Report.

Your Company has complied with the Corporate Governance requirements under the Act and Listing Regulations, the details of which are mentioned in a separate section viz. Report on Corporate Governance.

Further, the Business Responsibility & Sustainability Report, also forms an integral part of this Annual Report.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board of Directors, on the basis of the recommendation of the Compensation, Nomination and Remuneration Committee, at its meeting held on October 24, 2024 appointed Mr. Shwetank Singh (DIN: 02976637), who was the Chief Growth and Strategy Officer, as the Executive Director of the Company for a period of three years w.e.f October 24, 2024. The said appointment was approved by the Members of the Company through Postal Ballot on December 13, 2024.

In accordance with the Act and the Articles of Association of the Company, Dr. Sanjay Sethi (DIN: 00641243) is liable to retire by rotation and being eligible, has offered himself for re-appointment. Accordingly, the re-appointment of Dr. Sanjay Sethi is being placed for approval of the Members at the ensuing Annual General Meeting ('AGM'). The information pertaining to the Director being re-appointed as required pursuant to the Listing Regulations and Secretarial Standard-2, forms part of the Notice convening the AGM.

During the year under review, none of the Non-Executive Directors of the Company had any pecuniary relationship or transactions with the Company, other than receipt of Sitting Fees towards attending meetings of Board of Directors and / or Committees thereof. Further, pursuant to the approval of the Members of the Company at the AGM held on August 10, 2023, the Independent Directors of the Company will be paid Commission for the Financial Year 2025.

During the year under review, Mr. Milind Wadekar stepped down as the Chief Financial Officer and a Key Managerial Personnel of the Company with effect from June 30, 2024 and Mr. Nitin Khanna was appointed as the Chief Financial Officer and consequently as a Key Managerial Personnel with effect from July 1, 2024. Mr. Rajneesh Malhotra, Chief Operating Officer, who was designated as a Key Managerial Personnel of the Company also stepped down with effect from October 31, 2024.

Except as stated above, there were no other changes in the Directors and Key Managerial Personnel of the Company during the year under review.

ANNUAL RETURN

As provided under Sections 92(3) and 134(3)(a) of the Act, read with Rule 12 of the Companies (Management and Administration) Rules, 2014, as amended from time to time, the draft Annual Return of your Company in Form MGT-7 for the Financial Year 2025, is hosted on the website of your Company at www. chalethotels.com/annual-reports/.

NUMBER OF BOARD MEETINGS

During the Financial Year 2025, the Board of Directors met five times. The details of the meetings held have been given in Corporate Governance Report.

DIRECTORS' RESPONSIBILITY STATEMENT

On the basis of internal financial control framework and compliance systems in place and the work carried out by the Internal and Statutory Auditors, including audit of internal financial controls over financial reporting and internal reviews performed by the Management and the Audit Committee, the Board is of the opinion that your Company's internal financial controls were reasonable and adequate for the Financial Year 2025. Accordingly, pursuant to Section 134(5) of the Act, the Board of Directors, to the best of their knowledge and ability, confirm that:

(i) In the preparation of the accounts for the Financial Year ended March 31, 2025, the applicable Accounting Standards have been followed along with proper explanation relating to material departures;

(ii) The Board of Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent in order to give a true and fair view of the state of affairs of your Company at the end of the Financial Year and of the profit of your Company for the Financial Year ended March 31, 2025;

(iii) The Board of Directors 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, for safeguarding the assets of your Company and for preventing and detecting fraud and other irregularities;

(iv) The Financial Statements for the Financial Year ended March 31, 2025 have been prepared on a 'going concern' basis;

(v) The Board of Directors have laid down internal financial controls for your Company which it believes are adequate and are operating effectively; and

(vi) The Board of Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and such systems are adequate and are operating effectively.

GOING CONCERN

The Company continues to deliver strong performance backed by robust operational strategies, resulting in improving Key Performance Indicators such as occupancy rates, Average Daily Rate (ADR), and Revenue Per Available Room (RevPAR). Also, leasing of the Commercial premises has further reinforced the Company's revenues. The Company continues to adopt prudent cash flow management and implements various processes to tighten, control and manage costs and deliver improved margins. All monetary obligations for the Company were met out of cash generated from operations. Accordingly, the Financial Statements for the year under review have been prepared on a Going Concern basis. The nature of the Company's business and activities has not undergone any change during the year under review.

ACCOUNTING TREATMENT

The accounting treatment adopted by the Company is in line with applicable Indian Accounting Standards ('Ind AS') recommended by The Institute of Chartered Accountants of India and prescribed by the Central Government in accordance with Section 133 of the Act.

ADEQUACY OF INTERNAL FINANCIAL CONTROLS INCLUDING REFERENCE TO THE FINANCIAL STATEMENTS

The Internal Financial Control Systems including the Internal Audit and Internal Controls are commensurate with the size and scale of your Company's operational and commercial activities. The managed hotels are operated through globally reputed hospitality companies which have their respective internal control systems in place. Your Company has provided an adequate system of internal control covering the franchise hotels, the commercial and residential business as well as all corporate functions. The internal control systems provide assurance regarding the effectiveness and efficiency of operations, safeguarding of assets, reliability on financial controls and compliance with applicable laws.

Based on the recommendation of the Audit Committee, the Board has approved the appointment of M/s. PriceWaterhouse Coopers Services LLP as Internal Auditors of the Company for the Financial Year 2026. The Chief Internal Auditor who reports to the Audit Committee oversees the Internal Audit function of the Company. The reports by the Internal Auditors are placed before the Audit Committee for their review and improvements.

AUDITORS & AUDITORS' REPORT Statutory Audit

The Audit Committee and the Board of Directors at their respective meetings held on May 10, 2022 approved the reappointment of M/s. B S R & Co. LLP, Chartered Accountants (Firm Registration No. 101248W/W-100022) as the Statutory

Auditors of the Company for a second term of five years i.e. from the conclusion of the 37th AGM till the conclusion of the 42nd AGM, which was also approved by the Members at the 37th AGM of the Company held on September 14, 2022.

The Report of the Statutory Auditors along with its Annexures forms a part of this Annual Report. The Auditors' Report to the Members on Financial Statements for the year under review was issued with an unmodified opinion.

Explanation or Comments on Qualifications, Reservations, Adverse Remarks or Disclaimers made by the Auditors

There are no qualifications, reservations or adverse remarks or disclaimers made by Statutory Auditors in their report on the Financial Statements for the Financial Year 2025. However, the Statutory Auditors have drawn attention i.e. Emphasis of Matter with regard to Note 42(c) of the Standalone Financial Statements, in their report, details of which are as follows:

“Emphasis of Matter

We draw attention to Note 42 (c) to the standalone financial statements regarding the ongoing litigation in respect of leasehold rights to proportionate undivided interest in land and building at Vashi (Navi Mumbai) purchased from K Raheja Corp Private Limited, on which the Company's Four Points by Sheraton Hotel has been built. The allotment of land by City & Industrial Development Corporation of Maharashtra Limited ('CIDCO') to K Raheja Corp Private Limited has been challenged under two public interest litigations. On 21 November 2014, the Honourable High Court at Bombay ordered K Raheja Corp Private Limited to restore the land to its original condition (which would interalia require the buildings thereon to be demolished) and hand over the vacant possession thereof to CIDCO within six months of the date of judgement. K Raheja Corp Private Limited has filed a special leave petition against the abovementioned order in the Honourable Supreme Court of India. The Hon'ble Supreme Court of India on 21 January 2015 has passed Status Quo Order and the matter is currently pending with it. The agreement for purchase of leasehold rights between the Company and K Raheja Corp Private Limited was subject to the outcome of the litigation and the management does not expect any potential material loss to be borne by the Company. Pending the outcome of proceedings and a final closure of the matter, no adjustments have been made in the standalone financial statements as at 31 March 2025 to the carrying value of the leasehold rights (reflected as prepayments) aggregating to ' 46.14 million (31 March 2024: ' 47.34 million) and the hotel assets thereon (reflected as property, plant and equipment) aggregating to ' 347.22 million as at 31 March 2025 (31 March 2024: ' 366.17 million).

Our opinion is not modified in respect of this matter.”

The Auditors have clarified that their opinion is not modified in respect of the above matter. Detailed explanation in respect of the matter has been provided under Note 42(c) of the Standalone Financial Statements and are self-explanatory.

Secretarial Audit

Pursuant to the provisions of Section 204 of the Act read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors had appointed M/s. KDA & Associates, Company Secretaries in Practice, to undertake Secretarial Audit for Financial Year 2025. The Secretarial Audit Report issued by them is annexed herewith as Annexure IV. There are no qualifications, reservations, adverse remarks or disclaimers in the report.

Pursuant to Regulation 24A(1) of the Listing Regulations, the Secretarial Audit Report of Mahananda Spa and Resort Private Limited, the Company's material unlisted Indian subsidiary for Financial Year 2025, is annexed as Annexure V.

No other subsidiary of the Company meets the criteria for material unlisted subsidiaries as per the provisions of Regulation 24A of the Listing Regulations.

Further, in view of the recent amendment to the Listing Regulations, it is proposed to appoint M/s. KDA & Associates, Company Secretaries in Practice as the Secretarial Auditors of the Company for a term of five years from Financial Year 2026 to Financial Year 2030. The proposal for the said appointment is being placed for the approval of the Members at the ensuing AGM.

Cost Audit

Your Company has been maintaining cost accounting records as specified by the Central Government under Section 148 of the Act read with the Companies (Cost Records and Audit) Rules, 2014. Further, your Company was also required to conduct an audit of cost records as specified by the Central Government under Section 148 of the Act and the Rules framed thereunder for the Financial Year under review. The Board of Directors appointed M/s. Chirag Trilok Shah & Co., Practicing Cost Accountant (Membership Number 23277 and Firm Registration Number 004442) as the Cost Auditor for conducting the audit of cost records for the Financial Year 2025, at the remuneration approved by the Members at the previous AGM.

During the year under review, none of the Auditors as mentioned above have reported any fraud and therefore no details are required to be disclosed under Section 134(3)(ca) of the Act.

BOARD EFFECTIVENESS AND BOARD EVALUATION

Pursuant to Section 134(3)(p) of the Act, as amended from time to time, and Regulations 17 and 25 of the Listing Regulations, the Board of Directors had carried out an annual evaluation of its own performance, individual directors and its committees for the Financial Year under review. A structured questionnaire was prepared after taking into consideration the Guidance Note issued by SEBI on Board Evaluation, covering various aspects of the Board's functioning such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations and governance. The feedback and suggestions received have been discussed by the Independent Directors, Compensation, Nomination & Remuneration Committee and the Board of Directors at their respective meetings. The Directors expressed their satisfaction with the evaluation process.

INDEPENDENT DIRECTORS

All the Independent Directors have confirmed that they meet the criteria of independence as laid down under the Act and Listing Regulations. They have declared that they do not suffer from any disqualifications specified under the Act and are not aware of any circumstances or situations which exist or may be reasonably anticipated that could impair or impact the ability to discharge their duties.

Based on such confirmations / declarations, in the opinion of the Board, the Independent Directors of your Company fulfill the conditions specified under the Act and the Listing Regulations and are independent of the management.

Further, all the Independent Directors have registered their names in the databank of Independent Directors maintained by the Indian Institute of Corporate Affairs and the Independent Director to whom online self-assessment proficiency test was applicable, has completed the same.

COMMITTEES

Your Company has constituted the following Committees of the Board as per the requirements of the Act and the Listing Regulations:

- Audit Committee;

- Compensation, Nomination and Remuneration Committee;

- Corporate Social Responsibility and ESG Committee;

- Stakeholders' Relationship Committee; and

- Risk Management Committee.

The details of constitution, meetings held, attendance of the members and terms of reference of the said Committees, have been enumerated in the Corporate Governance Report which forms a part of the Annual Report.

Policy on Compensation, Nomination and Remuneration

Your Company had in compliance with the provisions of Section 178 of the Act and Regulation 19 of the Listing Regulations, adopted a Policy for Appointment of Directors and Remuneration of Directors & Senior Management. The salient features of the said Policy are outlined in the Corporate Governance Report. The same is available on the website of your Company viz. https://www. chalethotels.com/wordpress/wp-content/uploads/2025/02/ Policy-for-Appointment-of-Directors-Remuneration-of-Director-and-Senior-Management-29012025-website.pdf.

The Compensation, Nomination and Remuneration ('CNR') Committee of your Company, while formulating the above policy, has ensured that:

• the level and composition of remuneration be reasonable and sufficient to attract, retain and motivate Directors/ employees of the quality required to run the Company successfully;

• relationship of remuneration to performance is clear and meets appropriate performance benchmarks; and

• remuneration to Directors, Key Managerial Personnel and Senior Management involves a balance between fixed and performance linked bonuses reflecting short and long term performance objectives appropriate to the working of the Company and its goals.

The remuneration / compensation / commission (including annual increments, if any) paid to Directors and Senior Management including KMP of the Company is determined by the CNR Committee and are as per the terms laid down in the said Policy. The Managing Director & CEO and Executive Director of your Company do not receive remuneration or commission from any of the subsidiaries of your Company.

Corporate Social Responsibility

Your Company had adopted a CSR Policy indicating the Company's broad philosophy and objectives, which is available on the website of your Company at www.chalethotels.com/ wordpress/wp-content/uploads/2021/09/CSR-Policy.pdf.

During the year under review, the Company has undertaken voluntary activities in line with its philosophy and objectives and pursuant to the approval of the CSR and ESG Committee. The annual report on CSR activities and details about the composition of CSR and ESG Committee along with the initiatives undertaken by the Company on CSR activities during the year under review is annexed as Annexure III to this Report.

EMPLOYEE STOCK OPTION SCHEME (ESOP)

During the year under review, the Company had the following ESOP Schemes:

- CHL Employee Stock Option Plan 2022

- CHL Employee Stock Option Plan 2023

The applicable disclosures as stipulated under Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 have been made available on the website of the Company at www.chalethotels.com/annual-reports/.

Further, a certificate from M/s. KDA & Associates, Secretarial Auditors of the Company, with respect to implementation of ESOP and confirming that the Scheme is in compliance with the relevant SEBI Regulations and the Members approval obtained; shall be available for inspection by Members of the Company.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

In line with the requirements of the Act and in accordance with the Listing Regulations, your Company has formulated a policy on dealing with Related Party Transactions ('RPTs') which is available on the website of the Company at https://www.chalethotels.com/ wordpress/wp-content/uploads/2025/02/CHL-Related-Party-Policy-29102025-website.pdf.

During the year under review, the transactions / contracts / arrangements have been entered into by the Company with related party(ies) as defined under the provisions of the Act and Listing Regulations with the prior approval of the Audit Committee and the Board of Directors of the Company, as applicable. The disclosure in Form AOC-2 is not applicable to the Company for the Financial Year 2025 and hence does not form part of this Report. Omnibus Approval is obtained on an each financial year basis, from the Audit Committee in respect of Related Party Transactions which are repetitive in nature or unforeseen, based on the criteria specified and approved by the Board upon recommendation of the said Committee. The Audit Committee and the Board review transactions with related parties on a quarterly basis.

RISK MANAGEMENT

Your Company is faced with risks of different types, each of which needs varying approaches for mitigation. The risk management framework defines the risk management approach across the enterprise. The risk framework which seeks to create transparency, minimize adverse impact on business objective and enhance your Company's competitive advantage, is reviewed by the Risk Management Committee periodically. An impact analysis of the identified risks including risk mitigation approach and risk mitigation status is also done at regular intervals taking into consideration the changing business environment and additional steps taken by the Company to further mitigate the risks.

Your Company has adopted a Risk Management Policy, pursuant to the provisions of Section 134 of the Act, to identify and evaluate business risks and opportunities for mitigation of the same on a continual basis, which is available on the Company's website at https://www.chalethotels.com/wordpress/wp-content/uploads/2021/12/Risk-Management-Policy-renamed-as-on-October-28-2021.pdf.

Certain risks faced by your Company and measures for mitigation have been provided in the Integrated Report which is a part of the Annual Report.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

Your Company has, in accordance with Section 177 of the Act and Regulation 22 of the Listing Regulations, formulated a Vigil Mechanism / Whistle Blower Policy for its Directors and Employees, to enable reporting of any wrongdoing within the Company / units that fall short of your Company's business principles on ethics and good business practices.

Your Company's Vigil Mechanism / Whistle Blower Policy provides a formal mechanism to the Directors, the employees and other stakeholders of the Company to report their concerns

about unethical behavior, actual or suspected fraud or violation of the Company's Code of Conduct. The said policy is available on the Company's website at https://www.chalethotels.com/ wordpress/wp-content/uploads/2024/08/Vigil-Mechanism-and-Whistle-Blower-Policy-Rev-July252024.pdf.

The Policy provides adequate safeguards against victimization of Directors and employees who avail of the mechanism and have also provided them direct access to the Chairperson of the Audit Committee. Matters reported under the Vigil Mechanism are informed to the Audit Committee from time to time. It is affirmed that no personnel of the Company has been denied access to the Chairperson of the Audit Committee.

PREVENTION OF SEXUAL HARASSMENT

Your Company has complied with provisions relating to the constitution of Internal Complaints Committee in compliance with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 and the Rules framed thereunder in respect of the Corporate Office and various units. The policy in this regard is available on the Company's website at https://www.chalethotels.com/ wordpress/wp-content/uploads/2025/06/POSH-Policy-Rev-June-20-2025.pdf.

During the year under review, eight complaints on sexual harassment were received and six complaints have been resolved. Further, the two complaints pending as on March 31, 2025 have been resolved as on the date of this Report. Appropriate actions were taken, wherever necessary. The Company also conducts workshops from time to time to promote awareness on the issue. Your Company continues its strong stand against any kind of sexual harassment and has zero tolerance for sexual harassment at workplace.

HUMAN CAPITAL INITIATIVES AND PARTICULARS OF EMPLOYEES

Your Company focuses on building on its strength by developing the capability of its employees, through training and development and work life balance. During the year under review, your Company has undertaken various initiatives towards nurturing talent, keeping its people connected and taking various steps for maintaining the physical and emotional wellbeing of its employees.

Further, your Company has been listed as a Great Place to Work ® Certified, for the sixth time in a row and certified in the 2025 list of 'India's Best Workplaces™ for Women 2024 - Mid-size (Top 50)'. The disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed to this Report as Annexure VI. Further, in terms of the provisions of Section 197(12) of the Act, read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in the said Rules forms part of this Report.

Having regard to the provisions of the second proviso to Section 136(1) of the Act, the Annual Report excluding the aforesaid information is being sent to the Members of the Company and others entitled thereto. Any Member interested in obtaining such information may write to the Company Secretary at companvsecretarv@chalethotels.com and the same will be furnished on request. The Annual Report including the aforesaid information is also available on the Company's website.

ENVIRONMENTAL INITIATIVES AND ENERGY MANAGEMENT

The Company has committed to achieve Net Zero GHG Emissions by 2040 and has developed a roadmap towards achieving the same. During the year, the Company also made progress towards its commitments to Climate Group's RE100, EP100 and EV100 initiatives linked to renewable energy, energy productivity and electric mobility respectively.

The Company has also made significant progress in ESG rankings whereby Chalet ranked 6th in the Dow Jones Sustainability Index assessment 2024 under Hotels, Resorts, and Cruise Lines category and secured 'B' score in CDP Climate Change and Water Security assessments.

The Company also discloses its initiatives on environment stewardship, employee and community well-being and responsible business practices through its Integrated Report section of this Annual Report and the Business Responsibility and Sustainability Report.

As required under Section 134 of the Act read with Rule 8 of Companies (Accounts) Rules, 2014, the information relating to conservation of energy is annexed as Annexure VII to this Report. The information relating to technology absorption is not given since the same is not applicable to the Company.

INTEGRATED REPORT

Your Company has provided Integrated Report for the financial year under review, which encompasses both financial and nonfinancial information and stakeholders' relationships to enable well informed decisions and a better understanding of the Company's value creation model. The Report also touches upon aspects such as organization's strategy, governance framework, performance and prospects of value creation based on the six forms of capital viz. financial, manufactured, intellectual, human, social & relationship and natural capitals. The Integrated Report also includes ESG parameters and Company's performance visa-vis these.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS, COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE

There were no significant and material orders passed by Regulators, Courts or Tribunals impacting the Going Concern status and Company's operations in future.

MATERIAL CHANGES AND COMMITMENTS

There have been no material changes and commitments affecting the financial position of your Company, which have occurred between the end of the Financial Year to which the Financial Statements relate and the date of this Report.

COMPLIANCE WITH SECRETARIAL STANDARDS

Your Company is in compliance with the applicable Secretarial Standards, issued by The Institute of Company Secretaries of India and approved by the Central Government under Section 118(10) of the Act.

GENERAL

Your Directors state that no disclosure or reporting is required in respect of the following matters as there were no transactions on these matters during the year under review:

- Issue of Equity Shares with differential rights as to dividend, voting or otherwise.

- Issue of shares (including sweat equity shares) to employees of the Company under any scheme save and

except Employees' Stock Option Schemes referred to in this Report.

- Proceedings filed by or against the Company under the Insolvency and Bankruptcy Code, 2016.

- Onetime settlement with any Bank or Financial Institution.

ACKNOWLEDGEMENTS

Your Directors would like to express their deepest appreciation to the Members for their support received and their continued confidence in the Company's vision and endeavors. Your

Directors extend their gratitude and sincerely appreciate the assistance and co-operation received from the Regulatory and Statutory Authorities, Government and its agencies, hotel operating partners, Stock Exchanges, Depositories, lenders, legal advisors, Registrar & Share Transfer Agent, Auditors, vendors and other key stakeholders.

We are also immensely grateful to our Company's employees at all levels whose hard work, expertise, and commitment are the driving force behind our success.