Dear Members,

The Board of Directors is pleased to present your Company's Forty-first Annual Report along with the Audited Financial Statements for the Financial Year ended March 31, 2026.

Your Company's financial performance for the Financial Year ended March 31, 2026 is summarized below:

(Rs. in million)

Rounded-off

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 56.9%, reaching Rs.26,394 million on a standalone level and by 60.3%, reaching Rs.28,124 million on a consolidated level. This growth was driven by our robust asset portfolio, disciplined cost management, and a focused approach to maximizing revenue across all assets. Hospitality Revenue of Rs.17,311 million contributed to 61.6% of Total Revenue, Rental & Annuity Revenues at Rs.3,061 million contributed to 10.9% of the Company's Total Revenue and Revenue from Real Estate at Rs.7,383 million contributed to 26.3% of the Company's Total Revenue for the Financial Year ended March 31, 2026. The Net Profit after Tax of the Company stood at Rs.6,654 million as compared to Rs.1,716 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.

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 performance, the Board of Directors on November 4, 2025, declared an Interim Dividend of 10% i.e. Re.1 per Equity Share of Rs.10 each. The said Interim Dividend was paid to the shareholders of the Company on November 24, 2025.

Further, the Board of Directors at its meeting held on May 14, 2026 has recommended a final dividend of Re.1 per Equity Share, which is proposed for approval of the shareholders at the forthcoming Annual General Meeting ('AGM') and will be paid thereafter.

Further, an amount of Rs. 6,655.60 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 are also required to be transferred to the demat account of the IEPF Authority. The details of unclaimed dividend are available on the Company's website at www.chalethotels.com/unclaimed- dividend/. The Company was not required to transfer any amount of dividend or shares to IEPF during the year under review.

During the year under review, the Company launched its own premium lifestyle hospitality brand by the name 'ATHIVA?', marking yet another initiative in the Company's scaling strategy. ATHIVA made its debut with the transformation of the iconic The Dukes Retreat in Khandala to ATHIVA Resort & Spa, Khandala featuring 147 rooms. The transformation involved an addition of 67 new rooms and a complete makeover of all areas of the property including the existing rooms.

Driven by a focused growth strategy, the Company continues to expand its geographic footprint and pursue new opportunities, both greenfield and brownfield. The year under review marked three significant initiatives, underscoring the strength of the Company's growth trajectory, as detailed below:

> entered into a Binding Term Sheet for acquisition of Lakeview Mercantile Company Private Limited with the potential to develop a ~170 room luxury resort at Bambolim in Goa.

> entered into a Memorandum of Understanding for a warm-shell lease of a building at Madhapur in Hyderabad for development of a proposed ~330 room Luxury Hotel along with some commercial/retail space.

> entered into a Binding Term Sheet for acquisition of Seasons Hotels Private Limited, which owns a resort property at Udaipur in Rajasthan with around 150 rooms; and the acquisition was completed post the end of the Financial Year.

Further, Courtyard By Marriott Aravali Resort, NCR, a 158- room hotel owned by the Company's wholly-owned LLP i.e. Ayushi and Poonam Estates LLP, was upgraded and rebranded as Aravali Marriott Resort & Spa, Delhi NCR.

During the year under review, the Company added 129 additional rooms at Bengaluru Marriott Hotel Whitefield. The Company also has recognised total revenue of Rs.7,383.12 million from its Residential project at Bengaluru viz. Raheja Vivarea, Koramangala and has completed handover of 152 units.

The number of keys of the Company and its subsidiaries stands at 3,389 as on March 31, 2026.

The Company is working on various projects that are at different stages of completion towards capacity addition as well as upgradation of existing assets. Currently, work is in progress in respect of ~276 room hotel at Airoli, Navi Mumbai, a ~190 room resort at Varca in Goa, a ~385-390 room hotel at Terminal 3, Delhi International Airport, a ~330 room Luxury Hotel along with commercial/retail space of ~36,255 sq. ft. at Madhapur in Hyderabad, a ~150 room resort and Convention Centre in Kerala and a ~144 room premium resort at Udaipur. In the Rental & Annuity space, construction work at the CIGNUS Powai? Tower 2 has been progressing significantly and is expected to be completed in FY 2027.

Further, 9 towers of the residential project at Koramangala, Bengaluru have been completed and handed over. Construction work on Phase 2 of the residential towers and the commercial building is underway. The Company would be leasing the commercial building post completion of construction and receipt of necessary statutory approvals.

During the year under review, there was no change in the Authorised Share Capital of the Company. The Authorised Share Capital of your Company as on March 31, 2026 is Rs.5,981,000,000 consisting of 38,21,00,000 Equity Shares of Rs.10 each amounting to Rs.382,10,00,000 and 21,600 Preference Shares of Rs.1,00,000 each amounting to Rs.216,00,00,000.

During the year under review, the Paid-up Equity Share Capital of your Company increased by Rs.53,87,120 from Rs.218,45,54,150 to Rs.218,99,41,270, on account of exercise of 5,38,712 Stock Options.

The Paid-up Equity Share Capital of your Company as on March 31, 2026 stands at Rs.218,99,41,270 comprising of 21,89,94,127 Equity Shares of Rs.10 each.

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 Non-Cumulative, Non-Convertible, Redeemable Preference Shares ('NCRPS/'Subscription Securities') of Rs.100,000 each in two series (viz. Series A and Series B) of 10,000 NCRPS each, aggregating to Rs.2,000 million (Initial Subscription Amount). The Company with the consent of the Preference Shareholders and pursuant to the approval of the Board of Directors, redeemed entire 20,000, NCRPS having a Face Value of Rs.1,00,000 each amounting to Rs.200,00,00,000 during the year under review.

The Company avails credit facilities from time to time, inter-alia for purposes such as capital expenditure, working capital requirements and repayment of high cost debt. During the year under review, the Company availed of additional borrowings amounting to Rs.14,307 million and repaid Rs.14,932 million existing debt. As on March 31, 2026, the Company's borrowing stood at Rs.20,613 million on a standalone basis and at Rs.23,239 million on a consolidated basis, as compared to Rs.20,908 million on a standalone and Rs.23,574 million on a consolidated basis (excluding Preference Share Capital and Loan from Promoter-Directors, amounting to Rs.1,969 million) as at March 31, 2025.

The Company has the following Debentures outstanding as on March 31, 2026:

- 7,500, 8.35% Listed, Rated, Secured, Non-Cumulative, Taxable, Transferrable, Redeemable, Non-Convertible Debentures having a Face Value of Rs.1,00,000

- 2,000 Secured, Unlisted, Non-rated, Non-cumulative, Redeemable and Non-Convertible Debentures having a Face Value of Rs.1,00,000

The Company has been regular in servicing interest and repayment of principal (as applicable) on these Debentures as per the terms of their issue.

During the year under review, the Company issued two tranches of Listed, Rated, Taxable, Transferable Commercial Paper ('Listed CPs') having a Face Value of Rs.5,00,000 each amounting to Rs.1,000 million each listed on BSE Limited.

The Company has redeemed both the tranches of Listed CPs on their respective maturity dates.

The Company had the following Credit Ratings as on March 31, 2026:

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.

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 61 of the Standalone Financial Statements.

During the year under review, your Company earned foreign exchange of Rs.4,510 million as compared to Rs.6,112 million in the previous year.

The foreign exchange outgo of your Company during the year under review was Rs.1,660 million as compared to Rs.1,630 million in the previous year.

The Company has six subsidiaries and five 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 / description in relation to each subsidiary for the year under review are as given below:

- Chalet Airport Hotel Private Limited ('CAHPL') is developing a ~385-390 room hotel at Terminal 3 at Delhi International Airport which is to be branded as 'Taj' under a Franchise and Technical Services & Development Assistance Agreement entered into with The Indian Hotels Company Limited. The interior design and finishing works for the public areas, guest rooms, and back-of-house facilities are well underway. Additionally, the fagade works have been completed up to the fourth floor.

- The Dukes Retreat Private Limited ('Dukes') is the owner and operator of the 147 room full service resort viz. Athiva Resort & Spa, Khandala.

- Sonmil Industries Private Limited ('Sonmil') owns the land on which Athiva Resort & Spa, Khandala is situated.

- Mahananda Spa and Resorts Private Limited owns The Westin Resort & Spa, Himalayas, a 141 room hotel at Rishikesh in the state of Uttarakhand.

- Ayushi and Poonam Estates LLP owns the 158 room rebranded Aravali Marriott Resort & Spa, Delhi NCR, in the National Capital Region (NCR).

- Chalet Hotels & Properties (Kerala) Private Limited is an SPV set up for developing a Convention Centre at Thiruvananthapuram in the state of Kerala - the Company had insignificant operations during the year under review.

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 ('Hon'ble NCLT'), a meeting of the Equity Shareholders of the Company was held on May 13, 2025 and the Members of the Company approved the same. Approval of the Hon'ble NCLT is awaited in the said matter.

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 https://www. chalethotels.com/wordpress/wp-content/uploads/2025/02/ Policy-for-Determination-of-Material-Subsidiaries-29012025- website.pdf.

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/.

During the year under review, the Company acquired stake in Vikramaditya Renewable Energy Private Limited and Pro- Zeal Green Power Fourteen Private Limited, for the purpose of securing the supply of renewable energy for captive consumption, thereby making these two entities as Associates of the Company.

Your Company holds more than 20% of the Equity Share Capital of Krishna Valley Power Private Limited, Sahyadri Renewable Energy Private Limited, TP Agastaya Limited, Vikramaditya Renewable Energy Private Limited and Pro-Zeal Green Power Fourteen Private Limited, being entities engaged in generation of hydropower and solar power thereby making them associate companies. 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, form 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.

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.

The Board of Directors comprises distinguished professionals of proven integrity and competence, who provide strategic direction, guidance and leadership to the Company. The composition of the Board is in accordance with the provisions of Section 149 of the Act and Regulation 17 of the Listing Regulations, with an appropriate combination of Executive Director, Non-Executive Directors and Independent Directors. The brief details about them have been disclosed in the Corporate Governance Report forming part of the Annual Report.

The Board of Directors appointed Mr. Manish Chokhani (DIN: 00204011) as an Independent Director of the Company for a period of five years with effect from June 20, 2025, on the basis of the recommendation of the Compensation, Nomination and Remuneration ('CNR') Committee at their respective meetings held on June 20, 2025. The Members of the Company approved the said appointment in the AGM held on August 8, 2025.

The Board of Directors at its meeting held on December 11, 2025, on the basis of the recommendation of the CNR Committee at its meeting held on December 10, 2025, appointed Mr. Shwetank Singh (DIN: 02976637) as the Managing Director and CEO for a period of three years w.e.f February 1, 2026; and Dr. Sanjay Sethi (DIN: 00641243) as a Non-Executive Director with effect from February 1, 2026, post his retirement from the services of the Company as Managing Director and CEO of the Company on January 31, 2026. The said appointments were approved by the Members of the Company through Postal Ballot on January 30, 2026. The Board places on record its sincere gratitude for the time, effort, contribution and services provided by Dr. Sethi during his tenure as the Managing Director and CEO of the Company.

In accordance with the Act and the Articles of Association of the Company, Mr. Ravi Raheja (DIN: 00028044) is liable to retire by rotation and being eligible, has offered his candidature for re-appointment. Accordingly, the re-appointment of Mr. Ravi Raheja is being placed for approval of the Members at the ensuing 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.

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

During the year under review, none of the Non-Executive Directors of the Company had any material 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 through Postal Ballot on January 30, 2026, the Independent Directors of the Company will be paid Commission for the Financial Year 2026.

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 2026, is hosted on the website of your Company at www.chalethotels.com/annual-reports/.

During the Financial Year 2026, the Board of Directors met eight times. The details of the meetings held have been provided in Corporate Governance Report.

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 2026.

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, 2026, 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, 2026;

(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, 2026 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.

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 Rental and Annuity 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.

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.

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 hotel, the Rental and Annuity business, residential business, projects under development 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.

No material frauds were detected by the Company during the year under review.

Based on the recommendation of the Audit Committee, the Board has approved the re-appointment of M/s. PriceWaterhouse Coopers Services LLP and appointment of RSM Astute Consulting Private Limited as Internal Auditors of the Company for the Financial Year 2027. 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.

The Audit Committee and the Board of Directors at their respective meetings held on May 10, 2022 approved the re- appointment 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.

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 2026. However, the Statutory Auditors have drawn attention i.e. Emphasis of Matter with regard to Note 43(A)(c) of the Standalone Financial Statements, in their report, details of which are as follows:

We draw attention to Note 43(A)(c) to the standalone financial statements that explains the ongoing litigation in respect of leasehold rights to land and building at Vashi (Navi Mumbai) purchased from K Raheja Corp Private Limited ('K Raheja'), on which the Company's hotel, Four Points by Sheraton has been built. As at 31 March 2026, the matter continues to be pending before the Supreme Court. Accordingly, there remains uncertainty regarding the imposition of any penalty on the Company and its quantum, if any. In earlier years, based on two public interest litigations, the Honourable High Court of Bombay ordered K Raheja to demolish the structure and hand back the land to City & Industrial Development Corporation ('CIDCO'). In response, K Raheja filed a special leave petition (SLP) against the order in the Honourable Supreme Court of India ('Supreme Court') which directed maintenance of status quo vide its order dated 21 January 2015 and ordered that the interim orders remain in force until further hearings. Pursuant to the Supreme Court's order dated 27 October 2025, the SLP filed by K Raheja was converted into Civil Appeals, and CIDCO was directed to file an affidavit on steps taken regarding regularisation. Subsequently, CIDCO, through Board Resolution No. 13178 dated 4 February 2026, approved regularisation of the allotment, subject to payment of differential premium, interest and taxes and placed the same on record before the Court vide affidavit dated 9 March 2026.

Pending the final outcome of proceedings and basis legal advice obtained, no adjustments have been made to the standalone financial statements as at 31 March 2026.

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 43(A)(c) of the Standalone Financial Statements and are self-explanatory.

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 a term of five years from Financial Year 2026 to Financial Year 2030 and was approved by the Members of the Company in the AGM held on August 8, 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 2026, 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.

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 2026, at the remuneration approved by the Members at the previous AGM.

There are no qualifications, reservations, adverse remarks or disclaimers in the report.

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

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, CNR Committee and the Board of Directors at their respective meetings. The Directors expressed their satisfaction with the evaluation process.

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 of your Company.

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 and in the opinion of the Board, these Independent Directors possess the requisite integrity, expertise and experience.

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.

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 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 are determined by the CNR Committee and are as per the terms laid down in the said Policy. The Managing Director and CEO of your Company does not receive remuneration or commission from any of the subsidiaries of your Company.

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 CSR activities in line with its philosophy and objectives and pursuant to the recommendation of the CSR and ESG Committee and approval of the Board.

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.

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 Schemes are in compliance with the relevant SEBI Regulations and the Members approval obtained; shall be available for inspection by Members of the Company and is also available on the website of the Company on www.chalethotels.com/annual-reports/.

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) were in ordinary course of business and at arm's length upon seeking prior approval of the Audit Committee and the Board of Directors of the Company, as applicable in accordance with the provisions of the Act and the Rules made thereunder and the Listing Regulations. The disclosure in Form AOC-2 is not applicable to the Company for the Financial Year 2026 and hence does not form part of this Report.

Omnibus Approval is obtained for each financial year 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. Further, during the year under review, there were no transactions which were material in nature, considering the aforesaid policy. There were no related party transactions that may have potential conflict with the interest of your Company at large or which warrants the approval of shareholders. Members may refer to Note 51 to the Standalone Financial Statement setting out the disclosures on related party transactions for the year under review.

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.

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 people 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.

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, two complaints on sexual harassment were received and four complaints have been resolved, including two complaints from the previous year. Appropriate actions were taken, wherever necessary. There were two complaints pending for resolution for more than 90 days during the Financial Year 2026 and no complaints were pending as on March 31, 2026. 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.

The Company has complied with the provisions relating to the Maternity Benefit Act, 1961.

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 seventh time in a row and certified in the 2025 list of 'India's Best Workplaces™ for Women 2024 - Mid-size (Top 50).

The Government of India with effect from November 21, 2025, consolidated 29 existing labour legislations into a unified framework comprising four labour codes viz the Code on Wages, 2019, the Code on Social Security, 2020, the Industrial Relations Code, 2020, and the Occupational Safety, Health and Working Conditions Code, 2020 ('Codes'). In accordance with the Codes, the Company has currently estimated the incremental impact on retiral benefits and the impact of the Codes is recognised under Exceptional Items in the Financial Statements for the year ended March 31, 2026. Accordingly, adjustments have been recognised in respect of employee benefit expenses in the year under review.

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 companysecretary@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.

During the year, the Company introduced Parivartan, a holistic framework for sustainability and climate action that drives systemic transformation in the way we design, develop and operate. It is about creating enduring change by rethinking values, systems, processes and behaviours to nurture a thriving planet for present and future generations and symbolizes the conscious shift towards a more responsible, inclusive, and regenerative way of living and doing business. 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 achieved its target of EV100 by providing EV charging infrastructure and converting its guest fleet to EVs.

The Company has also made significant progress in ESG rankings whereby Chalet ranked second globally with a score of 82, marking an improvement across all three dimensions of ESG in the Corporate Sustainability Assessment (CSA) 2025 by S&P Global under Hotels, Resorts, and Cruise Lines category. 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.

Your Company has provided Integrated Report for the financial year under review, which encompasses both financial and non-financial 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 vis- a-vis these.

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

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.

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.

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.