We have audited the accompanying Standalone Financial Statements of CHL LIMITED (“the company”), which comprise the Balance Sheet as
at 31 March 2025, the Statement of Profit and Loss, including the Statement of other Comprehensive Income, the Cash Flow Statement and the
Statement of Changes in Equity for the year then ended, and a summary of significant accounting policies and other explanatory information
(hereinafter referred to as ‘'Standalone Financial Statements”).
In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements give
the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally
accepted in India including Indian Accounting Standards (Ind AS) specified under section 133 of the Act, of the state of affairs of the Company as
at March 31,2025, and its Profit (including other comprehensive income), changes in equity and its cash flows for the year ended on that date.
Basis for Opinion
We conducted our audit in accordance with the Standards on Auditing (SAs) specified under section 143(10) of the Companies Act, 2013. Our
responsibilities under those Standards are further described in the Auditor's Responsibilities for the Audit of the Financial Statements section of
our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India
together with the ethical requirements that are relevant to our audit of the financial statements under the provisions of the Companies Act, 2013,
and the Rules there under, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Emphasis of Matter
We draw attention to note no. 26 to the accompanying Statement, the loan from EXIM Bank availed by CHL International, a subsidiary of the
company, for which the company is a guarantor, is a matter of litigation and cases have been filed by the EXIM Bank against the company which
are currently pending adjudication in Hon'ble Supreme Court of India and Debt Recovery Tribunal, Delhi.
However, the EXIM Bank, the Principle Borrower and the Guarantors have entered into One Time Settlement for an amount of USD 34 million
vide Exim Bank Approval letter dated 23.11.2023 and vide judgement dated 12.12.2023 in Case No. 52/2023, the Economic Court of Dushanbe
has crystalized the liability against the borrowers/ guarantors to USD 34 Million. The OTS is under implementation as on balance sheet date.
The EXIM Bank on the basis of above One Time Settlement, has also filed separate applications in the Pending Original Applications being
Transfer Application No. 221 of 2022 titled as EXIM Bank vs Dr. Lalit Kumar Malhotra and Transfer Application No. 224 of 2022 titled as EXIM
Bank vs CHL Limited before Debt Recovery Tribunal-III, filed against the Personal and Corporate Guarantors and respectively, thereby bringing
on record that settlement is under implementation.
Beside above, EXIM Bank‘s Civil Appeal bearing No. 1671 of 2019 is pending before Hon'ble Supreme Court of India, challenging the judgement
dated 16.01.2019 passed by the National Company Law Appellate Tribunal (NCLAT), New Delhi, upholding the decision of Hon'ble NCLT, Delhi,
of dismissing the petition u/s 7 of IBC, 2016, of the EXIM Bank.
Our opinion is not modified in respect of above matter.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements of the
current period. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion
thereon, and we do not provide a separate opinion on these matters
Information other than the Financial Statements and Auditor’s Report thereon
The Company's Board of Directors are responsible for the other information. The other information comprises the information included in the
Annual Report, but does not include the standalone financial statements and our auditor's report thereon.
Our opinion on the standalone financial statements does not cover the other information and we do not express any form of assurance conclusion
thereon.
In connection with our audit of the standalone financial statements, our responsibility is to read the other information and, in doing so, consider
whether the other information is materially inconsistent with the standalone financial statements or our knowledge obtained in the audit or
otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of
this other information, we are required to report that fact. We have nothing to report in this regard.
Management’s Responsibility for the Standalone Financial Statements
The Company's Board of Directors is responsible for the matters in section 134(5) of the Companies Act, 2013 (“the Act”) with respect to the
preparation of these standalone financial statements that give a true and fair view of the financial position, financial performance including other
comprehensive income and cash flows and change in equity of the Company in accordance with the accounting principles generally accepted
in India, including the Indian Accounting Standards (Ind AS) specified under Section 133 of the Act, read with Companies (Indian Accounting
Standards) Rules, 2015, as amended. This responsibility also includes the maintenance of adequate accounting records in accordance with
the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting the frauds and other irregularities;
selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design,
implementation and maintenance of internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the
accounting records, relevant to the preparation and presentation of the Standalone Financial Statements that give a true and fair view and are
free from material misstatement, whether due to fraud or error.
In preparing the financial statements, management is responsible for assessing the Company's ability to continue as a going concern, disclosing,
as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate
the Company or to cease operations, or has no realistic alternative but to do so.
The boards of directors are also responsible for overseeing the Company's financial reporting process.
Auditor’s Responsibilities for the audit of the standalone financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement,
whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but
is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements
can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the
economic decisions of users taken on the basis of these financial statements.
As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional
skepticism throughout the audit. We also:
• Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit
procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The
risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion,
forgery, intentional omissions, misrepresentations, or the override of internal control.
• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances.
Under section 143(3)(i) of the Companies Act, 2013, we are also responsible for expressing our opinion on whether the company has
adequate internal financial controls system in place and the operating effectiveness of such controls.
• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made
by management.
• Conclude on the appropriateness of management's use of the going concern basis of accounting and, based on the audit evidence
obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company's ability to
continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the
related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on
the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Company to cease
to continue as a going concern.
• Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial
statements represent the underlying transactions and events in a manner that achieves fair presentation.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant
audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding
independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence,
and where applicable, related safeguards. From the matters communicated with those charged with governance, we determine those matters that
were of most significance in the audit of the financial statements of the current period and are therefore the key audit matters. We describe these
matters in our auditor's report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances,
we determine that
a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh
the public interest benefits of such communication.
Report on other Legal and Regulatory Requirements
1. As required by the Companies (Auditor's Report) Order, 2020 (‘the Order') issued by the Central Government of India in terms of section
143(11) of the Act we give in the Annexure A, a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent
applicable.
2. As required by section 143(3) of the Act, we report that:
a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for
the purposes of our audit.
b) In our opinion proper books of account as required by law have been kept by the Company so far as appears from our examination of
those books except for the matter stated in paragraph (v) below on reporting under Rule 11(g) of the Companies (Audit and Auditors)
Rules 2014, as amended.
c) The Balance Sheet and the Statement of Profit and Loss (including other comprehensive income), the Cash Flow Statement and the
Statement of Changes in Equity dealt with by this Report are in agreement with the books of account.
d) In our opinion, the aforesaid Standalone financial statements comply with the Indian Accounting Standards specified under Section 133
of the Act, read with rule 7 of the Companies (Accounts) Rules,2014;
e) On the basis of written representations received from the directors as on 31 March, 2025, taken on record by the Board of Directors,
none of the directors is disqualified as on 31 March, 2025, from being appointed as a director in terms of Section 164(2) of the Act.
f) With respect to the adequacy of the internal financial controls over financial reporting of the company and the operating effectiveness of
such controls, refer to our separate report in “Annexure B”; and
g) With respect to the other matters included in the Auditor's Report in accordance with Rule 11 of the Companies (Audit and Auditors)
Rules, 2014, in our opinion and to our best of our information and according to the explanations given to us:
i. The Company has disclosed the impact of pending litigations as at 31st March, 2025, on its financial position in its Standalone
Financial Statements - Refer Note No. 26 to the Standalone Financial Statements;
ii. The Company did not have any long-term contracts including derivatives contracts for which there were any material foreseeable
losses;
iii. No dividend was declared for the Financial Year 2014-15 onwards and hence, transfer of unpaid and unclaimed dividend to the
Investors Education and Protection Fund (IEPF) does not arise at all during the year under review.
iv. a. The management has represented that, to the best of its knowledge and belief, no funds have been advanced or loaned or
invested (either from borrowed funds or securities premium or any other sources or kind of funds) by the Company to or in any
person or entity, including foreign entities (‘the intermediaries'), with the understanding, whether recorded in writing or otherwise,
that the intermediary shall, whether, directly or indirectly lend or invest in other persons or entities identified in any manner
whatsoever by or on behalf of the Company (‘the Ultimate Beneficiaries') or provide any guarantee, security or the like on behalf
the Ultimate Beneficiaries;
b. The management has represented that, to the best of its knowledge and belief, no funds have been received by the Company
from any person or entity, including foreign entities (‘the Funding Parties'), with the understanding, whether recorded in writing
or otherwise, that the Company shall, whether directly or indirectly, lend or invest in other persons or entities identified in any
manner whatsoever by or on behalf of the Funding Party (‘Ultimate Beneficiaries') or provide any guarantee, security or the like
on behalf of the Ultimate Beneficiaries; and
c. Based on such audit procedures performed as considered reasonable and appropriate in the circumstances, nothing has come
to our notice that has caused us to believe that the management representations under sub-clauses (a) and (b) above contain
any material misstatement.
v. Based on our examination which included test checks, the company, in respect of financial year commencing on 01.04.2024, has used
accounting soft wares for maintaining its books of accounts which have a feature of recording audit trail (edit log) facility and the same
has been operated throughout the year for all relevant transactions recorded in the software except that we are unable to comment if
the audit trail (audit log) facility was enabled for accounting software operated by a third party service provider in respect of mainte¬
nance of property plant and equipment records in absence of independent auditor's report in relation to control at the third party service
provider. Further, during the course of our audit, we did not come across any instance of audit trail feature being tampered with.
For D G A & Co.
Chartered Accountants
Firm Reg. No. 003486N
Place: New York, USA (D K Agarwal, FCA),
Date: 26.05.2025 Partner M. NO. 080355
UDIN: 25080355BMUHWY3768
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