Directors Report of ITC Hotels Ltd.

Mar 31, 2025

Global economic growth remained muted at 3.3%¹ in
2024 - 20 bps below 2023 and 40 bps below long-term
trend rates². Advanced economies recorded a growth
of 1.8% (vs. 1.7% in 2023) while Emerging Markets
& Developing Economies witnessed deceleration in
growth to 4.3% (vs. 4.7% in 2023). The services sector
grew ahead of manufacturing, particularly in Europe and
Asia.

As per IMF’s World Economic Outlook of April ’25, the
global economy is expected to grow at a slower pace of
2.8% in 2025. Advanced Economies are now projected
to grow at a lower rate of 1.4% and Emerging Markets
and Developing Economies are estimated to grow at
3.7% in 2025. Global headline inflation is expected to
decline to 4.3% in 2025 from 5.7% in 2024.

Rising geopolitical tensions, geoeconomic developments
and extreme weather events have resulted in heightened
uncertainty and volatility in the operating environment.
Timely conclusion of trade agreements between the US
and its key trading partners, monetary policy stance
of central banks and evolving geopolitical dynamics
remain some of the key monitorables in the near term.

• Indian Economy

The Indian economy remains a bright spot amidst global
slowdown and is expected to sustain its position as the
fastest growing large economy. As per the provisional
estimates released by Ministry of Statistics and
Programme Implementation (MoSPI), India’s real GDP is
projected to have grown by 6.5% in FY 2024-25. Going
forward, while real GDP is expected to grow at a similar
pace in FY 2025-26, Private Consumption Expenditure
is expected to pick up a result of disposable incomes
accruing from easing of inflation, interest rate cuts,
liquidity support from RBI and tax cuts announced in
the recent Union Budget.

Fundamentals of the Indian economy continue to remain
healthy across sectors. The positive outlook is anchored
on rising urbanisation, favourable demographics and
sustained growth of the services sector, which are all
expected to continue driving expansion of the economy.

As per IMF, over the next 5 years, India’s per capita
nominal GDP is expected to grow at a CAGR of 9.2%.
Sustenance of economic growth momentum amidst
global slowdown and heightened uncertainty caused
by geopolitical events and broad-based increase in
infrastructural capex are some of the key monitorables
going forward.

INDUSTRY INSIGHTS

• Global Tourism & Hospitality Industry

The Global Travel & Tourism industry remains well
poised for expansion following remarkable recovery
from the Covid-19 pandemic. During the year, the
industry continued to witness resurgence in both leisure
and business travel. As per UN Tourism, tourist arrivals
worldwide grew by 11% in 2024 over the previous year,
registering a 99% recovery from pre-pandemic levels.
Most destinations exceeded their 2019 levels; however,
arrival of tourists in Americas and Asia Pacific remained
slightly behind their pre-pandemic levels.

f	32% 1	\ % Growth* in International Arrivals 2024 vs 2019 7% 1%
-3% -13% Middle East Africa Europe Americas Asia Pacific
International	3.6%	5.1% 51.7% 14.8% 21.9%
^Change 2019 1.7% 0.4% 1.0% -0.2% -2.9% J

The year 2024 saw robust growth in tourism earnings.
As per UN Tourism, the total international tourism
receipts in real terms reached $ 1.6 trillion growing by
3% over the previous year and 4% over 2019. As per
World Travel and Tourism Council (WTTC), the Travel &
Tourism sector accounted for 10.0% (US$ 10.9 trillion)
of the global GDP and 10.6% (356.6 million jobs) of total
jobs in 2024. Strong demand for travel & tourism, robust
performance in large source markets, increased
air connectivity and enhanced visa facilitation have
contributed to the impressive recovery in global travel &
hospitality industry.

• Indian Hospitality Industry

In FY 2024-25, Indian Hospitality industry sustained
its strong growth momentum, establishing new
benchmarks. Growth continued to be driven by economic
stability, favorable demographics, robust domestic
demand outpacing supply and the government’s thrust
on improving infrastructure and connectivity in the
country.

India’s tourism sector, rich in heritage, culture, and
diversity, is emerging as a key driver of economic growth
playing a vital role in the Indian economy. As per WTTC,
the direct economic contribution of the Travel & Tourism
sector to the Indian GDP in 2024 was '' 20.9 trillion
(growth of 19.9% over 2019), contributing 6.6% to the
overall GDP of the country. Additionally, the sector has
contributed appx. 9.1% (46.3 million jobs) of total jobs
in 2024, exhibiting a healthy 16.3% growth over 2019.

During the year, the sector witnessed robust growth,
with domestic air passenger traffic exceeding 2019
(pre-pandemic) levels by 12%. Foreign tourist arrivals,
while growing over the previous year by 1.5%, remained
below pre-pandemic levels by 12%, indicating significant
headroom for growth. The Government of India reinforced
its strong commitment in positioning India as a global
leader in tourism by enhancing its thrust on infrastructure
creation, boosting employment and promoting diverse
tourism segments, including spiritual, medical and
heritage tourism. Tourism sector’s large economic
multiplier effect is expected to contribute towards India’s
transition into one of the world’s leading developed
nations by 2047.

During 2024, the industry continued witness strong
growth in supply as well as demand of hotel rooms.
Branded hotels inventory in India grew at a robust 8%
over the previous year (i.e., ~14,400 additional new
rooms) and 32% over 2019 (i.e., ~50,000 additional
new rooms). More than 2/3rd of this new supply was
outside the top 10 cities of India. On the other hand,
demand also witnessed a robust growth of 11 % over
last year (~11,000 additional rooms sold per day) and
30% over 2019 (~29,000 additional rooms sold per
day). During the year, the industry Average Daily Rate
(ADR) stood at T 7,951 - up 40% over 2019 levels.
Revenue per Available Room (RevPAR) also recorded
strong growth of 39% over 2019 levels to touch T 5,078
in 2024. Occupancy rates were sustained in spite of
robust growth in ADRs. While ADR and RevPAR levels
continue to rise, the ADRs in USD terms still remain
lower than the peak levels achieved in FY 2007-08,
hence providing considerable headroom for further
growth.

With over 2 lakh keys across segments, India still
remains significantly underpenetrated in comparison
to the global hospitality industry. As of 2023, India

had 0.27 hotel keys per thousand people, which was
considerably lower than the then global average of
2.2 hotel keys per thousand people. India’s favorable
demographic profile also presents a unique opportunity
for the hospitality sector going forward. India’s urban
population, second largest in the world, comprised
of 35-37% of its total population in 2024, significantly
below the global average of 57%. The number of cities
with more than 1 million population, is expected to
increase from 52 in 2011 to appx. 75 in 2024. Increasing
urbanisation is leading to emergence of new Tier 2 &
Tier 3 cities in India with huge potential for economic
activity thereby creating new jobs, attracting favorable
investments and development ofmultiple business sectors
including hospitality. The luxury segment of the hospitality
sector, in particular, is experiencing substantial growth,
fueled by rise in disposable incomes and a large,
expanding base of travelers willing to invest in high-end
travel experiences.

BUSINESS OF THE COMPANY

Your Company’s first premium hotel was launched in 1975
and the business today is established as one of India’s pre¬
eminent hospitality chains, embodying the essence of Indian
hospitality and sustainability. Rooted in Indian ethos, your
Company is redefining the luxury hospitality experience and is
focused towards enabling authentic indigenous experiences
for the guests. From iconic luxury to intimate retreats,
your Company’s hotels provide diverse offerings — each
deeply rooted in India’s cultural fabric with an unwavering
commitment of service excellence. Your Company today
is renowned for its culinary excellence, with several award¬
winning restaurant brands and iconic food and beverage
cuisines, which come together to serve indigenous dining
experiences. Your Company, a global exemplar in sustainable
hospitality, embodies the ethos of ‘Responsible Luxury’ by
seamlessly integrating luxury with environmental and social
responsibility.

Your Company was incorporated as a wholly-owned
subsidiary of ITC Ltd. in July, 2023. The Board of Directors
of ITC Ltd. and your Company, had on 14th August, 2023
approved, subject to necessary statutory and regulatory
approvals, the Scheme of Arrangement amongst ITC Ltd.
and your Company and their respective shareholders and
creditors (‘Scheme’) for demerger of the Hotels Business
(as defined in the Scheme) of ITC Ltd. on a going concern
basis. The Scheme was approved by the Hon’ble National
Company Law Tribunal, Kolkata Bench vide its order dated
4th October, 2024. The Scheme became effective on 1st
January, 2025 i.e., the first day of the following month after
filing of certified copy of the aforesaid NCLT Order with
the Registrar of Companies, West Bengal, and fulfilling
other conditions & matters referred to in the Scheme. The
Appointed Date of the Scheme was the same date as the
Effective Date i.e., 1st January, 2025.

Your Company is amongst the fastest growing hospitality
chains in the country with 140 properties and over
13,300 rooms under six distinctive brands - ‘ITC Hotels’
in the Luxury segment, ‘Mementos’ in the Luxury Lifestyle
segment, ‘Welcomhotel’ in the Upper Upscale segment,
‘Storii’ in the Boutique Premium segment, ‘Fortune’ in the
Mid-market to Upscale segment and ‘WelcomHeritage’ in
the Leisure & Heritage segment.

Your Company continues to build on its strong legacy
of excellence in the hospitality sector, anchored on its
unparalleled service and commitment to sustainability.
Your Company offers a host of curated propositions across
accommodation, dining and banqueting services to augment
revenues across properties.

PERFORMANCE HIGHLIGHTS 2024-25

Your Company became the first Indian hotel chain to receive
the prestigious USGBC Leadership Award for Organizational
Excellence 2024, in recognition of its commitment to
sustainability and environment responsibility for over 2
decades. During the year, your Company received AAA/
Stable and A1 rating from CRISIL, reflecting its strong
financial position and creditworthiness. Your Company was

recognised as the ‘Best Luxury Hotel Chain (Domestic)’ for
the 8th consecutive year at Travel Leisure India’s Best
Awards 2024.

ITC Ratnadipa, Colombo, commenced operations in
April 2024. The hotel, developed by WelcomHotels Lanka
(Private) Ltd., a wholly owned subsidiary of your Company,
is the latest addition to the ‘ITC Hotels’ portfolio of iconic
properties comprising 352 luxurious guest rooms, suites and
service apartments, each adorned with private balconies.
This landmark property has established itself as a jewel in
Colombo’s skyline within a short span of time. Complementing
its exquisite accommodations the hotel offers nine signature
dining destinations that offer a repertoire of local, national
and global cuisine, including marquee offerings from your
Company’s award-winning culinary brands. Located adjacent
to ITC Ratnadipa are the magnificent Sapphire Residencies
offering best-in-class luxury residencies and penthouses, in
the city’s most scenic oceanfront location with uninterrupted
180-degree panoramic views of the Indian Ocean. During
the year, ITC Ratnadipa and Sapphire Residences were
awarded the LEED Platinum® Certification from the USGBC.
In addition, ITC Ratnadipa was recognised with several
accolades including ‘Outstanding Hotel Development’ in the
Luxury Hotel Segment at the Hotel Investment Conference
South Asia 2025, ‘Best New Hotel (International)’ at the
Travel Leisure India’s Best Awards 2024 and ‘Luxury Icon
of Sri Lanka’ at Today’s Traveller Award 2024.

• Brand Landscape

Every ‘ITC Hotel’ is an archetype of the culture and ethos
of each destination offering authentic, indigenous luxury
experiences which are in harmony with the environment
and society. ‘Mementos’ hotels curate bespoke luxury
in unique destinations, blending architectural elegance
with personalised service. ‘Welcomhotel’ properties
offer enriching experiences, infused with the warmth of
Indian hospitality, perfect for the modern traveller. ‘Storii’
boutique hotels offer intimate, experience-led stays,
while ‘Fortune’ hotels cater to the discerning business
and leisure traveller with efficient, full-service proprieties

across key locations. ‘WelcomHeritage’ is a curated
collection of palaces, forts, and havelis, preserving
India’s rich heritage with timeless charm.

The properties under the recently launched ‘Mementos’
and ‘Storii’ brands have received excellent response
from guests. Mementos Jaipur, the second ‘Mementos’
property of your Company (after Mementos Ekaaya
Udaipur), commenced operations during the year with
a unique positioning of ‘A Private Jaipur’ nestled at the
foot of the Aravali hills. The hotel was awarded as the
‘Best Celebration Hotel/Resort (Domestic)’ at Travel
Leisure India’s Best Awards 2024. Further, Mementos
Ekaaya Udaipur was featured in ‘The Hot List 2024’ by
Conde Nast Traveller. Your Company’s latest addition
in Kolkata, Storii Devasom Resort & Spa was awarded
as the ‘Best Boutique Spa Resort’ in Kolkata, and Storii
Amoha Retreat, Dharamshala was awarded as the ‘Best
Hill Resort in Dharamshala’ at Today’s Traveller Awards
2024. With a portfolio of 22 hotels, 9 operational and
13 in the making - the two brands are well positioned
to scale up their footprint rapidly across key leisure
destinations in the near term.

Your Company’s hotels continue to be distinguished
for their award-winning culinary excellence and
signature dining experiences. From bringing alive local
flavors, cultures and age-old traditions to gourmet
contemporary cuisine, your Company has always been
at the forefront of presenting gastronomical delights to
food connoisseurs for decades.

During the year, ‘Avartana’ at ITC Grand Chola was
recognised as India’s No. 1 Restaurant by the Conde Nast
Traveller Top Restaurant Awards 2024. The restaurant
was ranked amongst Asia’s 50 Best Restaurants in 2024,
featured in Tatler Best 100 Asia 2024 and secured #1
spot in the Fine Dine category for India at the Tripadvisor
Best of the Best Restaurants 2024. During the year,
the fourth and fifth ‘Avartana’ restaurants commenced
operations at ITC Ratnadipa, Colombo and ITC
Maurya, New Delhi respectively. Post these openings,
Avartana now features at all key metro locations in India
(Chennai, Kolkata, Mumbai and Delhi) and in Colombo,
Sri Lanka.

ITC Maurya’s iconic restaurant ‘Bukhara’ has now
completed 45 years of service, delivering delicious
North-West Frontier cuisine and was awarded ‘the
Favourite Restaurant in an Indian Hotel’ by Conde
Nast Traveller’s Readers’ Travel Awards 2024 and
‘Best Family Dining Restaurant’ at Travel Leisure
India’s Delicious Dining Awards 2024. Your Company is
proud to continue the tradition of delivering exceptional
catering services at prestigious events across India,
including the ICC Cricket World Cup, the Indian Premier
League and honoured to be designated as the official
catering service provider for the G20 summit held in
India. During the year, your Company was re-appointed
as the official catering service provider at the Bharat
Mandapam Convention Centre in New Delhi.

Your Company continued to focus on refreshing its
restaurants portfolio by introducing new restaurant
concepts at its hotels. A new progressive Western food
brand ‘Cajsa’ was launched at ITC Gardenia. Translated
as ‘Pure’, Cajsa redefines global flavors by taking
diners on a culinary journey around the world. ‘Islander’,
a Sri Lankan specialty sea food centric restaurant
was launched at ITC Ratnadipa. This new seafood
restaurant presents a dining experience inspired by
a bounty of treasures from the country’s extensive
coastline and the high seas. Your Company’s award¬
winning restaurant, ‘Royal Afghan’ commenced
operations during the year at ITC Grand Bharat, Delhi
NCR. The world-class ambience of your Company’s
luxury hotels continues to be leveraged to scale up the
‘Fabelle’ chocolate boutiques, present at select ITC Hotels

and Welcomhotels. The Fabelle Chocolate Boutique at
ITC Maurya underwent significant refurbishment and
upgradation during the year. All new and refurbished
restaurants of your Company have been very well
received by food connoisseurs and consumers.

A leading destination for holistic health and wellness,
your Company’s hotels offer a range of comprehensive
services that enhance every aspect of the stay. Your
Company’s highly acclaimed spa brand ‘Kaya Kalp -
The Royal Spa’, and ‘K by Kaya Kalp’ present across
owned and select managed hotels, are home to India’s
rich therapeutic legacies and offer bespoke treatments
inspired by ancient Indian therapies and global wellness
practices. Your Company operates luxurious and
premium spas under the abovementioned two brands
in India and Sri Lanka. During the year, Kaya Kalp - The
Royal Spa at ITC Grand Bharat won the Best Destination
Spa Award at GlobalSpa Awards 2024.

During the year, your Company continued to scale up
the newer initiatives towards augmenting its revenue
streams. Your Company’s signature brand “Sleeep
By ITC Hotels”, which offers a wide range of luxury
sleep merchandise with both online and offline retail
options, continued to gain traction. To further enrich the
product portfolio and offerings, the brand introduced
coloured bed linen and silk products during the year
and also launched gifting as a new product category,
creating new avenues for customers to share the gift of
quality sleep. ‘Sleeep By ITC Hotels’ products are also
available on ITC Hotels app providing greater ease and
convenience to guests.

Your Company’s loyalty program ‘Club ITC’ continues
to be a vital pillar in building enduring guest relationships

and driving sustained growth. Over the years, the
programme has consistently grown in both scale and
significance, backed by thoughtful investments in
digital infrastructure, strategic alliances, and curated
member experiences. The programme continues to
witness strong interest with memberships increasing by
appx. 3x over the last 5 years. The program offers a
unique value proposition with a simple and rewarding
structure—where 1 Green Point is equivalent to 1
Rupee. Members enjoy a seamless and intuitive
experience that includes instant redemptions and reward
nights. Strategic partnerships with premium partners
across multiple industries such as Travel & Tourism,
financial institutions and lifestyle platforms have further
enriched the program’s ecosystem, enabling members
to derive value across multiple facets of their lives. This
integrated approach to loyalty, where guests are both
rewarded and recognised across stays, dining, and
partner interactions, has cemented the program’s role
as a key differentiator in a competitive landscape. As
your Company continues to deepen its investment in
digital-first experiences and hyper-personalisation,
the loyalty program stands poised to play an even
more central role in driving customer retention, brand
preference, and long-term growth.

Your Company’s luxury dining program, ‘Club ITC
Culinaire’ offers multiple benefits to members such as
savings on dining, access to curated gourmet events,
personalised gastronomic journeys, etc. The program
endeavors to transform meals into cherished memories,
connecting through the universal language of food.

‘ITC Club Prive’, a members-only business club
located at 6 of your Company’s iconic hotels, offers a
bespoke experience matching meticulous service with

unconditional privacy. Members enjoy unrestricted
access to the state-of-the-art board rooms, business
centres and lounges with exquisite menus that offer
unparalleled cuisine experiences and members can also
avail other hotel services, priority room and restaurant
reservations, discounts etc.

Your Company has the exclusive license in India for ‘The
Luxury Collection’ brand pursuant to license agreements
with various affiliates of Marriott International Inc., USA
(“Marriott”)—a relationship that was initially established
in 1979 (with the Sheraton brand). Your Company’s
hotels operate in the Luxury and Upper-Upscale segment
under various license agreements with Marriott—with
16 hotels operating under ‘The Luxury Collection’ brand
(15 in India and 1 in Sri Lanka) and 1 hotel under the
‘Sheraton’ brand. The alliance with Marriott provides us
access to their strong global distribution network and
international loyalty & rewards programme - Marriott
Bonvoy.

• Asset-Right Growth

Having achieved considerable scale and market
standing, in 2018 the business pivoted to an ‘asset right’
strategy to drive growth while reducing capital intensity
of operations by focusing on strong partnerships with
asset owners, leveraging brand credentials and providing
operational expertise. This strategy envisages inter-
alia, a substantial part of incremental room additions
through management and franchising contracts. It has
enabled expansion of your Company’s presence to Tier
2 and 3 cities where demand for premium hospitality is
rapidly increasing. Your Company aims to expand its
portfolio to over 220 operating hotels with 20000
keys by 2030, with appx. 70% share of keys operating
under management contracts (including franchising).
Your Company has strong strategic levers in place
to accelerate its growth through management and
franchise arrangements. The Business’ five decades
of unparalleled experience in hospitality, bouquet of
brands across segments catering to relevant need
spaces, food & beverage supremacy in the industry,
strong loyalty & sales/distribution provides it with a well-
established base to amplify the hotels footprint in India
and neighboring countries.

In the last 24 months, 30 hotels have been launched
under your Company’s brand portfolio, out of which

29 are managed and franchised properties in India
and Nepal. Building on a healthy pipeline of hotels for
the future, your Company signed 54 management and
franchise contracts in the last 24 months out of which

30 contracts were signed in the last year.

Your Company is also progressing investments
towards scaling up its portfolio of owned hotel rooms.
A greenfield project is underway at Puri, Odisha and a
new hotel block is under construction at the existing
Welcomhotel in Bhubaneshwar. Further, your Company
also plans to leverage its strategic land bank to enhance
its portfolio of owned hotels.

As on 31st March 2025, your Company has a robust pipeline
of hotels with high salience of brownfield assets likely to
open in next 4 years. During the year, your Company has
expanded its footprint in the Luxury, Upper Upscale and
Mid-market to Upscale segments of the Indian hospitality
industry and expanded its operations beyond India by
opening hotels in Sri Lanka and Nepal as well.

Your Company’s ‘Welcomhotel’ brand increased
its presence with hotels opening at Delhi, Jabalpur
and Belagavi. As on 31st March 2025, the brand
‘Welcomhotel’ consists of 28 operational properties
with another 12 in the pipeline.

The ‘Fortune’ brand continues to maintain its pre¬
eminent position in the Mid-market to Upscale
segment, with positioning of ‘First-class, full-service
hotels’, having a portfolio of 78 hotels comprising of 56
operating properties with 4,133 rooms and another 22
hotels currently in the pipeline. During the year, the brand
expanded operations to Nepal with its first international
property at Bhaktapur, Nepal. The ‘WelcomHeritage’
brand continues to create best-in-class authentic
experiences with an operational inventory of 34 hotels
comprising appx. 1,000 rooms.

Responsible Luxury

Your Company has LEED Platinum® certification for
23 of its premium and luxury hotels, (the highest rating
awarded by USGBC). Furthering your Company’s
Responsible Luxury ethos, 12 of its iconic hotels have
been accorded LEED® Zero Carbon Certification, the
first hotel chain in the world to achieve this feat. During
the year, 4 properties namely, Sheraton New Delhi,
ITC Grand Chola, ITC Maratha and ITC Kohenur were
also certified as LEED® Zero Water Hotels, thereby
distinguishing your Company as the first hotel chain
globally to have 8 LEED® Zero Water Certified Hotels
in the world. Your Company has surpassed the ‘2030
sectoral emission targets’ for the fifth consecutive year
and has also sustained 2050 emission level targets in
line with COP 21 for 12 of its hotels.

Your Company received several sustainability accolades
in FY 2024-25. ITC Maurya, New Delhi was recognised
as the ‘Sustainable & Environment Conscious Hotel of
the Year- Northern Region’ at the Hotelier India’s The
GM Summit & ESG Excellence Awards. ITC Grand
Chola, Chennai was conferred with the Excellent Energy
Efficient Unit at the Cll 25th National Award for Excellence
in Energy Management 2024. ITC Maratha, Mumbai and
ITC Grand Chola, Chennai won the ‘Best Performing
Wind farm’ in the Western and Southern Regions
respectively, at the Indian Wind Power Association
(IWPA) AGM. ITC Maratha, Mumbai received another
accolade for being the ‘Favorite Hotel for Sustainable
Practices’ in India by Conde Nast Traveller’s Readers’
Travel Awards 2024. ITC Royal Bengal was recognised

as a winner under the Best Energy Efficient Commercial
Buildings/Hotels category and ITC Gardenia won
for Best application & use of renewable energy (SME
Sector) at the Cll 8th National Energy Efficiency Circle
Competition 2024.

Your Company continues to efficiently manage and
enhance its renewable energy portfolio. The overall
owned renewable energy portfolio now stands at
47.9 MW, with the commissioning of a 6.3 MW Solar
project at Karnataka during the year. Currently, more
than half of your Company’s electricity consumption
is from renewable sources. Your Company has also
installed Carbon Neutral EV charging stations across its
properties, contributing to sustainable transportation.
Your Company continues to evaluate avenues to further
enhance the share of renewable energy in its portfolio,
increase the number of LEED^® Zero Carbon, LEED^®
Zero Water Certifications and reduce carbon emission
levels.

Your Company has undertaken several initiatives
towards mitigating plastic waste and pollution in its areas
of operations, and continues to take industry leading
initiatives with Global Tourism Plastics Initiative (GTPI)
led by UNEP (United Nations Environment Programme)
and UN Tourism.

With a robust skill development and vocational training
programme in place, your Company continues to
mindfully invest in empowering students through its
Culinary Training Centre in Chhindwara, Apprenticeship
Training Programme, and WelcomGroup Graduate
School of Hotel Administration, Manipal.

Digital First Initiatives

Your Company’s customer centric digital transformation
is driven by a strong strategic intent to adopt best-
in-class digital technologies. The modern application
stack and robust infrastructure ensures the highest
standards of guest experience, complementing superior
hospitality standards. Innovative digital interventions are
geared to deliver exceptional customer experience,
drive productivity & operational efficiency and enhance
competitiveness while maintaining high standards of
security and data privacy.

Your Company’s continued investment in robust
technology platforms serves as a digital foundation for
future growth. Standalone property-specific systems are
swiftly being transitioned to a unified platform comprising
interoperable digital modules. These modules covering
guest engagement, staff enablement, operations, and
analytics are designed to be activated as needed . This
ensures enhanced flexibility, improved speed-to-market
for new initiatives, and reduced upfront investments for
technology enablement across properties.

The ITC Hotels’ best-in-class Mobile Application,
continues to evolve as a central interface for guests,
enabling room bookings, loyalty benefits, gourmet dining
services, wellness offerings, and smart room controls. The
refreshed ITC Hotels website offers a seamless reservation
journeys, enhanced security, and integrated dining and
event planning features. These combined interventions
have contributed to improved traffic, conversion rates, and
higher engagement from loyalty members during the year.

During the year, your Company deployed a modern,
enterprise-grade customer relationship management
(CRM) platform. The platform includes an intelligent,
omnichannel marketing engine to support
campaign segmentation across channels and guest
journey stages. Further, the introduction of Robotic
Process Automation (RPA) for administrative
functions such as vendor onboarding and document
processing has reduced manual processes and
improved accuracy.

In alignment with global best practices, your Company
has transitioned to a software-defined network
infrastructure governed by a Zero Trust security
framework. The newly established Security Operations
Centre (SOC) operates on a 24/7 basis, enabling
real-time monitoring, threat detection, and incident
response. Enhanced security protocols—including
advanced email filtering and anti-phishing layers—have
been implemented to safeguard users and information.

Your Company uses advanced marketing tools and
analytics at the marketing command centre to reach
out to customers with the right proposition. Cutting
edge technologies such as AI, IoT, and data analytics
are being increasingly deployed to identify trends,
anticipate needs, personalise interactions and deliver
tailored services to customers. All frontline systems are
fully integrated with the modern Sabre SynXis Central
Reservation System, allowing seamless distribution of
entire brand portfolio room inventory across all booking
channels. Your Company’s own code establishes a
strong brand identity across all Global Distribution
systems. These platforms enable direct reservations
through Website, Mobile app and the Guest Contact
Centre. The modern, intuitive design powers a seamless
& real-time booking experience along with a deeply
integrated loyalty platform. This unified brand access
drives conversions across the portfolio of owned/
licensed and managed/ franchised properties.

Your Company’s digital strategy roadmap envisions
a modular, enterprise-grade hospitality platform that
enables every hotel property to activate capabilities as
needed, integrate with minimal effort, and operate with
consistency across locations. This architecture is being
built for scale, resilience, and continuous innovation.

• Active Asset Management

Your Company continuously undertakes smart renovations
at its hotels and introduces new concepts and restaurants
in its food and beverage portfolio.

Your Company’s first hotel - Welcomhotel Chennai
- was taken up for a comprehensive renovation in
2023 and was re-opened in 2024. The hotel thereafter
registered over 2x increase in RevPAR during the year
(over 2019 levels). The iconic legacy hotel, in its new
avatar, has 90 well-appointed rooms, grander banquets,
signature dining experiences and a wellness centre and
is an embodiment of contemporary design and smart
facilities. The property is certified as a LEED Platinum®
and LEED® Zero Carbon hotel.

During the year, your Company successfully completed
renovation of about 5% of owned room inventory and 4
F&B outlets. Your Company’s luxury hotels in Bengaluru,
Delhi, Jaipur & Hyderabad underwent extensive
renovation during the year. With these renovations,
the properties are able to reposition themselves and
command superior ADRs and uplift guest experiences
going forward.

As mentioned above, your Company continued its focus
in refreshing its restaurants portfolio. Your Company’s
latest additions to the portfolio, ‘Avartana’ at ITC
Maurya offers progressive south Indian delicacies while
‘Cajsa’ at ITC Gardenia presents flavors from different
regions of the world and ‘Royal Afghan’ restaurant at
ITC Grand Bharat offers unique cuisine from the North
West frontier.

These regular refurbishments of product and service
portfolio have ensured that the assets remain
contemporary and address the evolving needs of
the guests. Renovations are planned in a phased
manner during lean seasons in order to minimise the
impact of unavailable inventory during renovations and
at the same time, improve business performance going
forward.

FINANCIAL PERFORMANCE

Results of operations for the year ended 31st March, 2025
Standalone Financial Results

Your Company delivered a strong performance during FY 2024-25, anchored on its commitment to guest service and
operational excellence. Average Daily Rates (ADRs) and occupancy saw healthy year-on-year growth, supported by sustained
demand across key markets and smart revenue management. The food & beverages segment also delivered a strong
performance contributing significantly to the overall revenue growth of your Company. This was driven by a combination
of innovative culinary offerings and strategic refresh of some of the restaurants. Additionally, the stellar performance in
banqueting and event catering, especially in wedding and institutional segments, reinforced food & beverage as a key pillar
of your Company’s business. Your Company’s investments in digital innovation and talent development further strengthened
its competitive position, resulting in improved guest experiences and stakeholder value.

The Financial Results have been prepared in accordance with the prescribed Accounting Standards (Ind AS) including
accounting for the demerger. Hence, figures for the comparative period ending 31st March, 2024, have been restated as if
the Scheme had occurred from the date of incorporation of the Company i.e., 28th July, 2023. Accordingly, figures for the

period ended 31st March, 2024 and year ended 31st March, 2025 include the results of the Company and the Demerged
Undertaking transferred under the Scheme.

The following table sets forth financial information for your Company for the year ended 31st March, 2025.

		For the year ended 31st March, 2025	For the period from 28th July, 2023 to 31st March, 2024
I	Revenue From Operations	3279.27	2124.24
II	Other Income	53.72	9.12
III	Total Income (I II)	3332.99	2133.36
IV	EXPENSES
Consumption of food, beverage, etc.		318.76	202.38
Employee benefits expense		604.20	390.47
Finance costs		11.32	7.57
Depreciation and amortization expense		297.30	195.96
Other expenses		1167.48	797.60
Total expenses (IV)		2399.06	1593.98
V	Profit before exceptional items and tax (III-IV)	933.93	539.38
VI	Exceptional Items	-	-
VII	Profit before tax (V VI)	933.93	539.38
VIII	Tax expense:
Current Tax		212.47	119.02
Deferred Tax		23.05	16.37
IX	Profit for the period (VII-VIII)	698.41	403.99

Major head wise analysis of income and expenses is as below:

Income

Total Income for FY 2024-25 was T 3332.99 crores. The summary of total income is provided in the table below:

	For the year ended 31st March, 2025	For the period from 28th July, 2023 to 31st March, 2024
Rooms	1706.97	1126.13
Food & beverages	1317.97	831.24
Management & operating fees etc.	90.52	42.19
Others (including membership fees etc.)	130.52	106.27
Gross Revenue from sale of products and services	3245.98	2105.83
Other Operating Income	33.29	18.41
Revenue From Operations	3279.27	2124.24
Other Income	53.72	9.12
Total Income	3332.99	2133.36

(i) Room Revenue for the year stood at T 1706.97 crores
with an ADR of T 12568, occupancy at 73% driven by
robust performance across all segments like Retail,
Contracted, Weddings and Crew.

(ii) Food & Beverages Revenue for the year stood at
T 1317.97 crores backed by strong performance in
banquets, restaurants, outdoor catering, in-room dining
and takeaway verticals.

(iii) Management & Operating Fees etc. (including
reimbursements) for the year stood at T 90.52 crores
which is attributable to stabilisation of managed
properties opened in the previous year and opening
of new managed properties across key business and
leisure locations such as Delhi, Kolkata, Jaipur, Jabalpur,
Belagavi, Jaisalmer etc. during the year, besides ITC
Ratnadipa which commenced operations during the
year and ITC Grand Central.

(iv) Others (including membership fees etc.) and Other
Operating Income for the year stood at T 130.52 crores
and T 33.29 crores respectively. These include income
from spa, laundry, health club, membership income,
internet revenue, retail spaces, and revenue earned
from other ancillary services.

(v) Other Income of T 53.72 crores represent income from
investments and bank deposits, along with dividend
income from Group companies and other non-operating
gains and losses.

Expenses

Total Expenses for the year stood at T 2399.06 crores. The

summary of major expenses is provided in the section below:

(i) Consumption of food, beverage, etc.

	For the year	For the period
	ended	from 28th July,
	31st March, 2025	2023 to
		31st March, 2024
Consumption of food, beverage, etc.	318.76	202.38
% of Food & beverages revenue	24%	24%

Consumption of food, beverage etc. as a % of Food
& beverages revenue remained broadly in line with the
previous year; supported by efficiency in procurement
and operations, despite increase in input costs.

(ii) Employee benefit expenses

	For the year ended 31st March, 2025	For the period from 28th July, 2023 to 31st March, 2024
Employee benefit expenses	604.20	390.47
% of Revenue From	18%	18%
Operations

Employee benefit expenses (excluding payment
to contractors) as a percentage of Revenue From
Operations remained at 18% despite increase in cost
attributable to increments during the year.

(iii) Finance Costs

	For the year	For the period
	ended	from 28th July,
	31st March, 2025	2023 to 31st March, 2024
Finance Costs	11.32	7.57

Finance Costs primarily include interest expenses on
lease liabilities arising from hotel license arrangements.

(iv) Depreciation and amortization expense

? in crores

	For the year	For the period
	ended	from 28th July,
	31st March, 2025	2023 to 31st March, 2024
Depreciation
and amortization Expense	297.30	195.96

Depreciation and amortization expense for the year
comprises of depreciation on existing assets, renovations
and routine capital expenditures undertaken during the
year at various owned hotels.

(v) Other expenses

	For the year	For the period
	ended	from 28th July,
	31st March, 2025	2023 to
		31st March, 2024
Other expenses	1167.48	797.60
% of Revenue From Operations	36%	38%

Other expenses include expenses such as power
and fuel, repair and refurbishments, sales promotion,
information technology services, etc. Power and fuel as
a % of Revenue From Operations remained consistent
on account of various energy saving initiatives
implemented and leveraging renewable energy assets
during the year. It also includes variable expenses such
as consumption of stores & spares, hotel reservation
and marketing expenses, bank and credit card charges,
commissions etc. which are in line with increase in
business activity.

Profit for the period

	For the year ended	For the period from
	31st March, 2025	28th July, 2023 to 31st March, 2024
Profit for the period	698.41	403.99
% of Total Income	21%	19%

During the year, your Company generated Profit After Tax of T 698.41 crores. This was primarily driven by significant

improvement in the ADRs and occupancy levels across properties, robust performance in food & beverage, management &
operating fees and enhanced operating efficiency.

PROFITS AND RETAINED EARNINGS

	For the year ended 31st March, 2025	For the period from 28th July, 2023 to 31st March, 2024
Profit before exceptional items and tax	933.93	539.38
Exceptional Items	-	-
Profit before tax	933.93	539.38
Tax expense:
Current Tax	212.47	119.02
Deferred Tax	23.05	16.37
Profit for the period	698.41	403.99
Other Comprehensive Income	0.93	(2.18)
Total Comprehensive Income for the period	699.34	401.81
STATEMENT OF RETAINED EARNINGS*	For the year ended 31st March, 2025	For the period from 28th July, 2023 to 31st March, 2024
At the beginning of the year	1.10	-
Add: Profit for the year	266.11	1.10
Add: Other Comprehensive Income	0.95	-
Add: Transfers from Share Options Outstanding Account on options lapsed#		-
At the end of the year	268.16	1.10

*Since the Appointed Date under the Scheme was 1st January 2025, profit of the Demerged Undertaking up to
31st December 2024 has not been considered under Retained Earnings.

#Figures presented as are below the rounding off norm adopted by the Company.

I Revenue From Operations	For the year ended 31st March, 2025	For the period from 28th July, 2023 to 31st March, 2024
	3559.81	2224.40
II Other Income	66.30	12.38
III Total Income (I II)	3626.11	2236.78
IV EXPENSES
Consumption of food, beverage, etc.	363.15	209.39
Employee benefits expense	692.51	423.71
Finance costs	6.64	4.64
Depreciation and amortization expense	402.35	201.39
Other expenses	1,293.27	841.63
Total expenses (IV)	2757.92	1680.76
V Share of profit / (loss) of Associates and Joint Venture	15.87	8.70
VI Profit before exceptional items and tax (III- IV V)	884.06	564.72
VII Exceptional Items	-	-
VIII Profit before tax (VI VII)	884.06	564.72
IX Tax expense:
Current Tax	220.79	120.69
Deferred Tax	25.63	20.16
X Profit for the period (VIII-IX)	637.64	423.87

CONSOLIDATED FINANCIAL RESULTS

The Consolidated Financial Statements comprise your Company and its subsidiaries (referred collectively as the ‘Group’)
and the Group’s interest in associates and joint venture prepared in accordance with Ind AS, as applicable to your Company.
The Consolidated Financial Statements are prepared based on a line by line consolidation of the financial statements of the
subsidiaries and by applying the equity method of accounting for joint venture and associates.

The Financial Results have been prepared in accordance with the prescribed Accounting Standards (Ind AS) including
accounting for the demerger. Hence, figures for the comparative period ending 31st March, 2024, have been restated as if
the Scheme had occurred from the date of incorporation of the Company i.e., 28th July, 2023. Accordingly, figures for the
period ended 31st March, 2024 and year ended 31st March, 2025 include the results of the Company and the Demerged
Undertaking transferred under the Scheme.

The following table sets forth consolidated financial information for your Company for the year ended March 31,2025.

NOTES ON SUBSIDIARIES

WelcomHotels Lanka (Private) Limited

WelcomHotels Lanka (Private) Limited, a wholly-owned
subsidiary of your Company, was incorporated in Sri Lanka
in April 2012 with the objective of developing a mixed-use
development project (‘Project’) comprising of a 352 key
luxury hotel (ITC Ratnadipa) and a super-premium residential
apartment complex (Sapphire Residences) on 5.86 acres of
prime sea-facing land in Colombo.

Sri Lanka witnessed improvement in the macro-economic
fundamentals and return of political stability. During the year,
restructuring of Sri Lanka’s international debt was concluded
successfully, inflation moderated significantly, and healthy
growths were recorded in remittances & forex reserves.
The Sri Lankan Rupee also continued to be relatively stable
vis-a-vis the United States Dollar. In addition, tourist arrivals
recorded a marked upsurge, with India continuing to be the
largest source market.

Within less than a year of its opening, ITC Ratnadipa has
established itself as the leading luxury hotel in Colombo and

garnered widespread appreciation from guests. The hotel has
achieved cash breakeven in the second half of FY 2024-25.

Muted recovery of the luxury real estate sector in Sri
Lanka continued to impact the sales velocity of ‘Sapphire
Residences’ luxury apartments. The impending completion
of Sapphire Residences and its unique positioning and
superior value proposition are expected to positively impact
their sales velocity going forward.

During the year ended 31st March, 2025, the company
recorded a Total Income of LKR 455.07 crores (previous
year LKR 3.08 crores) and Total Comprehensive Loss of LKR
419.62 crores (previous year Total Comprehensive Income
LKR 6.25 crores).

Your Company’s investment in WelcomHotels Lanka (Private)
Limited stood at T 3815 crores as at 31st March, 2025.

Landbase India Limited

The company owns and operates the Classic Golf & Country
Club, a 27-hole Jack Nicklaus Signature Golf Course - which
continues to enjoy strong brand equity with its members,
guests and the golfing fraternity.

During the year, in addition to offering world class golfing
experience to all its members, the Club hosted several
prestigious tournaments & events. The Club also secured
the European Challenge Tour Event, for the second year
in a row, drawing participation from over 100 international
players. The Club has strengthened its position as one of the
leading golf courses in India and Asia.

The Club continues to make efforts to promote Junior
Golf and in addition to the partnership with US Kids Golf,
it entered into a partnership with JAGA (Junior Asian Golf
Academy), which opened its first training academy in India
during the year. JAGA offers an internationally accredited
hybrid learning environment where students are taught
by qualified international and local teachers, combined
with practicing and competing at the highest level of golf,
administered & monitored by professional staff. The club
achieved a milestone of 50,000 golf rounds, for the second
consecutive year in a row, which stands as a testament to
the operational excellence at the course and its standing as
the go-to destination for golf in NCR & beyond.

The company also owns ITC Grand Bharat - a 104 keys all¬
suite luxury retreat at Gurugram, which has been licensed to
your Company. The retreat, an oasis of unhurried luxury, is
co-located with the Classic Golf & Country Club. The retreat
over the years, has established itself as a preferred venue
for senior leadership meetings and large-format corporate
events, and continues to reinforce its position as a premier
residential wedding destination in the country. To capitalise
on the growing demand from non-residential clientele in
Delhi NCR, the retreat recently introduced the iconic The
Royal Afghan - Poolside Barbecue, ITC Hotels’ signature
North-West Frontier cuisine restaurant, which has garnered
excellent reviews and is gaining increasing traction.

During the year ended 31st March, 2025, the
company recorded Total Income of T 47.49 crores
(previous year T 44.01 crores) and Net Profit of T 14.44 crores
(previous year T 10.00 crores). Total Comprehensive Income for
the year stood at T 14.42 crores (previous year T 10.00 crores).

Srinivasa Resorts Limited

The company owns ITC Kakatiya - a 188 keys luxury hotel
located in Hyderabad, which is operated and marketed by
your Company. ITC Kakatiya has received several accolades,
establishing itself as one of the finest luxury hotels and F&B
destination in the city. The ‘Dakshin’ restaurant was adjudged
the ‘Best South Indian Fine Dining Restaurant’ at the Times
Food Guide Nightlife Awards 2025.

The hotel underwent comprehensive renovation during
the year with the renovation of 80 keys and expansion of
the existing banquet space to cater to increasing MICE &
wedding demand in the city.

During the year, the hotel witnessed a resurgence in demand,
which led to robust increase in ADRs and occupancy levels.
The company invested in enhancing digitalised guest
experiences by upgrading its rooms to best-in-class luxury
levels. The hotel also continued to focus on enhancing its
operating efficiencies and continued to make focused energy

& water conservation efforts throughout the year. Several
energy saving equipment were also installed during the year.

During the year ended 31st March, 2025, the company
recorded Total Income of T 80.94 crores (previous year
T 74.72 crores) and Net Profit of T 9.59 crores (previous year
T 8.10 crores). Total Comprehensive Income for the year
stood at T 9.45 crores (previous year T 8.15 crores).

Fortune Park Hotels Limited

The company caters to the Upscale to Midmarket segment
and continues to forge new alliances and expand its
footprints. During the year, seven hotels with 526 keys
were launched, namely Fortune Resort & Wellness Spa,
Bhaktapur, Nepal (66 keys), Fortune Statue of Unity, Ekta
Nagar (144 keys), Fortune Park, Palampur (43 keys), Fortune
Select Candolim, Goa (103 keys), Fortune Beach Resort
ECR, Chennai (40 keys), Fortune Beachfront, Puri (63 keys)
and Fortune Pahalgam (67 keys). These properties are a mix
of business and leisure hotels and are scaling up operations
as envisaged. The company has also signed 14 new
alliances during the year and as on 31st March, 2025, it has
78 alliances with appx. 5900 keys across 65 cities of India.
Of these, 56 hotels (4133 keys) are in operation while the
remaining 22 hotels are in various stages of development,
and are slated to be commissioned over the next 4 years.

The company has been awarded with several recognitions
during the year: SATTE Awards 2024 for ‘Hotel Chain of the
Year in Mid-Market Segment’, Today’s Traveller Award 2024
for ‘Best Upscale Hotel Chain’, India Travel Award West and
South 2024 for ‘Best Upscale Hotel Chain’, and VETA 2025
for ‘Best Premier Business & Leisure Hotel Chain’ in India.

During the year ended 31st March, 2025, the company
recorded a Total Income of T 65.62 crores (previous year: T
54.92 crores) and Net Profit of T 17.30 crores (previous year
profit: T 11.22 crores). Total Comprehensive Income for the
year stood at T 17.23 crores (previous year: T 11.09 crores).

The Board of Directors of the company has recommended a
dividend of T 20 per Equity Share of T 10 each for the year
ended 31st March, 2025 (previous year T 15 per Equity Share).

Bay Islands Hotels Limited

The company owns a 46 keys hotel, Welcomhotel Bay
Island in Port Blair which is licensed to your Company. The
hotel continues to offer a unique gateway to the Andamans
with its strategic location, excellent architectural design and
superior product & service quality.

During the year ended 31st March, 2025, the company
recorded a Total Income of T 4.36 crores (previous year T
3.79 crores) and Net Profit and Total Comprehensive Income
of T 3.30 crores (previous year T 2.70 crores).

The Board of Directors of the company has recommended a
dividend of T 200 per Equity Share of T 100 each for the year
ended 31st March, 2025 (previous year T 100 per Equity
Share).

NOTE ON JOINT VENTURE

Maharaja Heritage Resorts Limited

Maharaja Heritage Resorts Limited, a joint venture of your
Company with Jodhana Heritage Resorts Private Limited,
currently operates 34 properties with appx. 1000 keys under
the ‘WelcomHeritage’ brand.

The company’s portfolio consists of palaces, forts and
resorts in popular historical, nature and wildlife destinations,
providing guests with distinct and differentiated experiences.

During the year ended 31st March, 2025, the company
recorded a Total Income of T 8.04 crores (previous year T
8.12 crores) and Net Profit of T 0.94 crore (previous year T
0.93 crore). Total Comprehensive Income for the year stood
at T 0.92 crore (previous year T 0.90 crore).

NOTES ON ASSOCIATES

International Travel House Limited

The company provides complete travel and mobility solutions
to corporates and individuals with the objective of enabling a
seamless experience, helping achieve more from each trip.
The company’s focus on quality and safety along with superior
customer service has enabled consistent growth in business
volume and revenue. Further, structural cost interventions
over the years have enabled improvement in margins. Digital
interventions remain a key focus area to enhance efficiency,
productivity and improve customer experience.

The company has inducted additional 65 Electric Vehicles
in its fleet during the year. The company earned the
‘EcoVadis Committed Badge’, reinforcing its commitment to
sustainability.

The Board of Directors of the company has recommended a
dividend of T 5.50 per Equity Share of T 10 each for the year
ended 31st March, 2025 (previous year T 5.00 per equity
Share).

Gujarat Hotels Limited

The company owns a 133 keys hotel, Welcomhotel
Vadodara, which is operated by your Company under an
Operating License Agreement.

The Board of Directors of the company has recommended
a dividend of T 3.00 per Equity Share of T 10/- each for
the year ended 31st March, 2025 (previous year T 2.50 per
Equity Share).

INTERNAL FINANCIAL CONTROLS

The Corporate Governance Policy guides the conduct of
affairs of your Company and clearly delineates the roles,
responsibilities and authorities at both levels of its two¬
tiered governance structure and key functionaries involved
in governance. The Code of Conduct guides Directors and

employees towards good corporate governance, good
corporate citizenship and exemplary personal conduct in
relation to the Company’s business and reputation. The
Corporate Governance Policy and the Code of Conduct
stand widely communicated across the enterprise at all times
and together with the Planning & Review Processes and the
Risk Management Framework provide the foundation for
Internal Financial Controls with reference to your Company’s
Financial Statements.

Such Financial Statements are prepared on the basis of the
Material Accounting Policies that are carefully selected by
management and approved by the Audit Committee and the
Board. The Accounting Policies are reviewed and updated
from time to time. These, in turn, are supported by a set of
Policies and Standard Operating Procedures (SOPs). Your
Company uses Enterprise Resource Planning (ERP) systems
as a business enabler and also to maintain its books of
accounts.

The SOPs, in tandem with transactional controls built into
the ERP systems, ensure appropriate segregation of duties,
tiered approval mechanisms and maintenance of supporting
records. The Information and Digital Management Policy
reinforces the control environment. The systems, SOPs and
controls are reviewed by Management and adherence to the
policies and procedures is audited by Internal Audit, whose
findings and recommendations are reviewed by the Audit
Committee and tracked through till implementation.

Your Company has in place adequate internal financial
controls with reference to the Financial Statements. These
have been designed to provide reasonable assurance with
regard to recording and providing reliable financial information;
complying with applicable statutes; safeguarding assets from
unauthorised use; ensuring that transactions are carried out
with adequate authorisation and complying with defined
Policies and Procedures. Such controls have been assessed
during the year, after taking into consideration the essential
components of internal controls stated in the Guidance
Note on Audit of Internal Financial Controls over Financial
Reporting issued by The Institute of Chartered Accountants
of India. Based on the results of such assessment
carried out by the management, no reportable material
weakness or significant deficiency in the design or operation
of internal financial controls was observed. Nonetheless,
your Company recognises that any internal control frame
work, no matter how well designed, has inherent limitations
and accordingly, regular audit and review processes
ensure that such systems are reinforced on an ongoing
basis.

RISK MANAGEMENT

The Board of Directors of your Company has constituted
the Risk Management Committee effective 14th December,
2024 in line with the requirements of Regulation 21 of
SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015. The Board, on the recommendation of

the Risk Management Committee has approved the Risk
Management Policy & Framework of your Company.

Your Company continues to focus on a system-based
approach to business risk management. The key elements of
your Company’s Risk Management Framework are outlined
below:

- The Corporate Governance Policy, approved by the
Board, clearly lays down the roles and responsibilities
of the various entities in relation to risk management
covering a range of responsibilities, from the strategic
to the operational.

- Centrally issued policies and procedures bring
robustness to the process of ensuring that business
risks are effectively addressed.

- Appropriate structures are in place to proactively monitor
and manage the inherent risks at a property level as well
as across corporate functions.

- A strong and independent Internal Audit function
conducts risk focused audits across all Hotel properties
and continuously verifies compliance with laid down
policies and procedures, enabling identification of areas
where risk management processes may need to be
strengthened and assists operating management in
formulation of control procedures.

- The annual planning exercise of your Company requires
the Strategic and Executive Management Committee
(‘SEMC’) to clearly identify the top risks and establish
mitigation strategies and action plans along with agreed
timelines and accountabilities. The SEMC regularly
monitors and reviews action plans for execution of
these mitigation strategies. Quarterly status updates
on compliance with the risk management policies
and systems are provided to the Corporate Risk
Management Cell.

- The Corporate Risk Management Cell led by the
Head of Risk supports the hotel properties as well as
Corporate functions in assessing mitigation strategies
for the prioritised risks and in developing processes for
monitoring and mitigation of such risks. This includes
focused interactions with managers at the Hotel
properties / Corporate functions in respect of key
identified risks and corresponding mitigation plans,
along with review of progress against the agreed
timelines for putting in place the mitigation measures.

In line with your Company’s Risk Management Policy,
individual hotel properties continue to manage risks,
including testing of business continuity plans, for their
respective units. The Corporate functions have drawn up
policies and standards for risk management as relevant for
their respective domains; this includes creation and testing
of business continuity plans, communication of the plans
within the function as well as to the Hotel properties, and
monitoring compliance thereof.

Your Company has adopted the ISO 31000 Risk Management
Standard and accordingly, the Risk Management systems
and processes prevalent in the Business operations have
been independently assessed to be compliant with the said
global Standard.

Digital transformation is a key driver for future growth.
Your Company is committed to evolving into a dynamic,
technology-driven enterprise by leveraging advanced digital
technologies and infrastructure. This initiative enhances
digital marketing, commerce, and operations. Your Company
has implemented strategic initiatives to improve customer
experience, modernise business models, and enrich the
employee experience. Technologies such as IoT, cloud
computing, data analytics, AI, ML, augmented/virtual reality,
RPA, and mobile platforms are being integrated across
business functions. While these technologies add value, they
also increase exposure to cyber risks, making cybersecurity
a critical priority.

To address cyber risks, a Cyber Security Committee, led by
the Chief Digital and Information Officer, has been established,
with a mandate to focus on cybersecurity issues, monitor
emerging threats & technologies, and provide actionable
recommendations to strengthen IT infrastructure & data
protection.

Your Company has deployed a multi-layered cybersecurity
architecture featuring firewalls, antivirus and anti-malware
systems to detect, prevent, and respond to threats across all
digital touchpoints. Security protocols are aligned with global
standards such as the NIST Cybersecurity Framework and
ISO 27001. A key pillar of your Company’s security posture
is the emphasis on user awareness and secure practices.

During the year, a maturity assessment of the cybersecurity
framework was conducted by an independent global
cybersecurity firm. The results of the maturity assessment
have confirmed that your Company’s systems are aligned
with global best practices and continue to remain ahead of
the industry average.

To enhance your Company’s detection and response
capabilities, additional initiatives are being rolled out,
leveraging advanced technologies and the expertise of
a NextGen Cyber Security Operations Centre (SOC).
As mission-critical data and transaction workloads are
progressively migrated to the Cloud, your Company’s
network infrastructure is being modernised using state-of-
the-art network and security solutions. This transformation
supports a Digital-Ready, Cloud-Secure wide area network,
ensuring authorised users have fast, secure, and reliable
access from any device, anytime, and anywhere.

A key area of focus is enhancing the security of Operational
Technology (OT) systems, including Building Management
Systems (BMS), Closed-Circuit Television (CCTV), and others.
To maintain strong cyber resilience, a comprehensive Risk
Assessment was conducted during the year and additional
protective measures viz. Vulnerability Assessments (VA)

and Penetration Testing (PT), were implemented basis the
findings of the assessment.

The integration of Artificial Intelligence (Al) across your
Company’s business functions is being accelerated. As AI
technology and its applications continue to evolve, robust
governance frameworks are being established to ensure
secure deployment and compliance with emerging safety,
privacy, and regulatory requirements.

India ranks amongst the most vulnerable countries in the
world in terms of climate change impact. Accordingly, to
mitigate the impact of climate change on the operations
of your Company, as part of its Sustainability vision, your
Company is pursuing a multi-pronged climate strategy that
entails extensive decarbonisation and building resilience
against climate risk across the Hotels.

Your Company’s low carbon growth approach focuses on
increasing the share of renewable energy, improving energy
productivity, construction of green buildings thus enabling
transition to a net zero carbon economy. At the same time,
your Company is actively working towards climate proofing
its operations and developing site-specific adaptation
strategies.

Continuing its efforts in conservation of water, rain harvesting
structures/rainwater recharge structures are built in ITC
Hotels. Your Company is striving to achieve Net Zero Water
certification by U.S. Green Building Council (USGBC) for all
its properties (eight of its properties are certified “LEED®
Zero water” by USGBC).

The Risk Management Committee was updated on the
status of implementation of the risk management plans. The
Audit Committee was also updated on the effectiveness of
your Company’s Risk Management systems and policies.

Your Company’s Risk Management practices are also
periodically benchmarked with best practices through
interaction with industry peers. In the overall context, Risk
Management practices, as reviewed through the Risk
Management Cell and Internal Audit processes, have been
found to be relevant and commensurate with the scale and
complexity of your Company’s operations.

AUDIT AND SYSTEMS

Your Company has a well-established internal control
system that is commensurate with the scale and complexity
of its operations. The governance framework, with its inbuilt
checks and balances, is committed to ensuring an effective
internal control environment.

Your Company’s internal control policies and procedures
are designed to enable orderly and efficient conduct of
operations, secure assets, prevent and detect frauds/errors,
ensure the accuracy and completeness of financial reporting,
and comply with statutory requirements. Additionally, the

segregation of duties, along with a team of well-trained
employees, further enhances the effectiveness of your
Company’s internal control systems.

Your Company’s independent and robust internal audit
processes provide assurance on the existence, adequacy,
and effectiveness of internal controls and compliance with
policies, procedures and regulatory requirements. The
primary aim of the Internal Audit function is to enhance
and protect organisational value by providing risk-based
assurance, advice, and insights, while driving continuous
improvement of your Company’s internal control systems.

The Internal Audit function comprises a contemporary
team that delivers audit assurances at the highest levels.
Processes in the Internal Audit function continue to be
strengthened for enhanced effectiveness and productivity by
leveraging best-in-class audit tools. Internal Audit function
also engages subject matter experts to provide assurance in
specialised areas such as project and IT audits.

Internal Audit also continues to focus on information risks,
data privacy, cybersecurity and controls on digital assets in
the context of your Company’s IT environment. This includes
assessing controls on confidentiality, integrity and availability of
business information and systems. Before deployment in the
operating environment, critical Information Technology systems
undergo pre-implementation audits to provide assurance on
implementation rigour and operational readiness.

Your Company’s Internal Audit processes are in accordance
with the Standards on Internal Audit (SIA) issued by The
Institute of Chartered Accountants of India.

In accordance with the provisions of Section 177 of the
Companies Act, 2013 (‘the Act’) and the SEBI (Listing
Obligations and Disclosure Requirements) Regulations
2015, the Board of Directors constituted the Audit
Committee during the year. The Terms of Reference of the
Audit Committee, as approved by the Board of Directors of
your Company, include reviewing the effectiveness of the
internal control environment, evaluating your Company’s
internal financial controls and risk management systems,
monitoring the implementation of the action plans arising
from Internal Audit findings including those relating to
strengthening of your Company’s risk management systems
and fulfilling of statutory mandates. Material observations are
reviewed at the highest level by the Audit Compliance and
Review Committee (ACRC) and Audit Committee. The Audit
Committee met three times during the year.

HUMAN RESOURCES DEVELOPMENT

Your Company’s Human Resources (HR) strategy is anchored
on its core values and a people-first philosophy, driving a
high-performance culture for sustainable growth. During
the year, your Company continued to invest in its talent
through comprehensive initiatives spanning culture building,
employee development, well-being and engagement. Your
Company views its associates as critical assets, and HR
programs, policies, and metrics, are benchmarked with

industry best practices to ensure that it remains an employer
of choice in the hospitality sector.

WHISTLE BLOWER POLICY

Your Company’s Whistleblower Policy, approved by the
Board, encourages stakeholders including Directors and
employees, to promptly bring to the Company’s attention,
instances of illegal or unethical conduct, actual or suspected
incidents of fraud, actions that affect the financial integrity of
your Company, or actual or suspected instances of leak of
unpublished price sensitive information, that could adversely
impact the Company’s operations, business performance
and / or reputation. The Policy requires the Company to
investigate such incidents, when reported, in an impartial
manner and take appropriate action to ensure that the
requisite standards of professional and ethical conduct are
always upheld. Anonymous complaints are also entertained if
the same are backed by specific allegations & verifiable facts
and are accompanied with supporting evidence. It is your
Company’s Policy to ensure that no complainant is victimised
or harassed for bringing such incidents to the attention
of the Company, and to keep the information disclosed
during the course of the investigation as confidential. The
practice of the Whistleblower Policy is overseen by the
Audit Committee and no employee was denied access to
the Committee during the year. The Whistleblower Policy
is available on the Company’s website at
https://www.itchotels.com/Whistleblower-Policy.pdf .

During the year, your Company did not receive any complaint
under the Whistleblower Policy.

QUALITY

Quality in the service industry is critical as it directly impacts
customer satisfaction, loyalty, and business success. Unlike
tangible products, services are intangible, often delivered in
real-time, and heavily reliant on human interaction, making
consistent quality challenging but essential. Your Company’s
robust operational performance is reflective in its industry
leading Net Promoter Score (‘NPS’) score of 80 for FY25
(Source: Revinate for ‘ITC Hotels’ and ‘Welcomhotels’),
showcasing a high customer satisfaction index. Further, your
Company has achieved a response rate of 98%, highlighting
exceptional responsiveness & deep engagement with our
esteemed guests.

TREASURY OPERATIONS

Your Company’s treasury operations are focused on deployment
of surplus liquidity and management of foreign exchange
exposures within a well-defined risk management framework.
Investment decisions relating to deployment of surplus liquidity
are guided by the tenets of safety, liquidity and return.

Commensurate with the size of the temporary surplus liquidity
under management, treasury operations are supported by
appropriate internal control systems.

DEPOSITS

Your Company has not accepted any deposit under

Section 73 of the Act read with the Companies

(Acceptance of Deposits) Rules, 2014 during the year.

DIRECTORS

• Changes in Directors

During the year, Mr. Mukesh Gupta and Ms. Vrinda Sarup
were appointed, with your approval, as

Independent Directors of the Company
for a period of five years with effect from
26th November, 2024. Mr. Kamal Bali and
Dr. Indu Bhushan were also appointed, with
your approval, as Independent Directors of the
Company for a period of five years with effect from
14th December, 2024. Further, Mr. Prathivadibhayankara
Rajagopalan Ramesh was appointed, with
your approval, as a Non-Executive Director of
the Company with effect from 30th April, 2024,
and later as an Independent Director of the
Company for a period of five years with effect from
26th November, 2024. In the opinion of the Board,
Messrs. Gupta, Bali, Bhushan, Ramesh and Ms. Sarup
possess the required integrity, expertise and experience for
appointment as Independent Directors of the Company.

Mr. Sanjiv Puri was appointed, with your approval,
as the Chairperson & Non-Executive Director of the
Company with effect from 24th April, 2024. Further,
with your approval, Messrs. Supratim Dutta

and Rajendra Kumar Singhi were appointed as
Non-Executive Directors of the Company

with effect from 24th April, 2024, and Mr. Tablesh Pandey
was appointed as a Non-Executive Director of the
Company with effect from 14th December, 2024.

With your approval, Mr. Anil Chadha was appointed
as a Non-Executive Director of the Company
with effect from 24th April, 2024 and later as the
Managing Director of the Company with effect from
1st January, 2025.

Messrs. Karthik Bhanu, Mayur Dogra, Rajesh Poddar
and Ms. Ushasi Das stepped down from the Board
with effect from close of work on 24th April, 2024.
Your Directors place on record their appreciation for the
contribution made by Messrs. Bhanu, Dogra, Poddar
and Ms. Das during their tenure with the Company.

• Retirement by Rotation

In accordance with the provisions of Section 152 of the
Act read with Article 49 of the Articles of Association of
your Company, Mr. Supratim Dutta will retire by rotation
at the ensuing Annual General Meeting (‘AGM’) and being
eligible, offers himself for re-election. The Board of Directors
of your Company (‘the Board’) have recommended his
re-election.

• Number of Board Meetings

Nine meetings of the Board were held during the year
under review.

• Attributes, Qualifications & Independence of
Directors and their Appointment

The Corporate Governance Policy of your Company
requires that the Non-Executive Directors be drawn
from amongst eminent professionals, with experience
in business / finance / law / public administration
and enterprises. The Nomination and Remuneration
Committee (‘the Committee’) has laid down the criteria
for determining qualifications, positive attributes and
independence of Directors (including independent
Directors). In case of appointment of Independent
Directors, the Committee evaluates the balance of
skills, knowledge and experience on the Board, and
also the role and capabilities of the concerned individual.

Further, in terms of the Policy on Board Diversity, the
Board is required to have balance of skills, competencies,
experience and diversity of perspectives appropriate to
the Company. Diversity for this purpose is considered
from a number of aspects including, but not limited
to, educational background, nature of professional,
administrative & industry experience, skills, knowledge,
and gender representation. The skills, expertise and
competencies of the Directors as identified by the
Board, along with those available in the present mix
of the Directors of your Company, are provided in the
‘Report on Corporate Governance’, forming part of the
Report and Accounts.

In terms of the applicable regulatory requirements read
with the Articles of Association of your Company, the
strength of the Board shall not be fewer than six nor more
than fifteen. Directors are appointed / re-appointed with
the approval of the Members for a period of three to
five years or a shorter duration, as may be determined
by the Board from time to time. All Directors, other than
Independent Directors, are liable to retire by rotation,
unless otherwise approved by the Members. One-third
of the Directors who are liable to retire by rotation, retire
every year and are eligible for re-election.

The Independent Directors of your Company have
confirmed that (a) they meet the criteria of independence
prescribed under Section 149 of the Act and
Regulation 16 of the Securities and Exchange Board of
India (Listing Obligations and Disclosure Requirements)
Regulations, 2015 (‘Listing Regulations’), (b) they are
independent of the management of the Company, and
(c) they are not aware of any circumstance or situation
which could impair or impact their ability to discharge

duties with an objective independent judgement and
without any external influence.

In the opinion of the Board, the Independent Directors
fulfil the conditions prescribed under the Act and
the Listing Regulations, and are independent of the
management of the Company.

• Evaluation of Board, Board Committees and
individual Directors

Your Company has formulated the Policy on
Board evaluation for evaluation of the Board,
Board Committees and individual Directors, with
the approval of the Nomination and Remuneration
Committee.

In keeping with your Company’s belief that it is the
collective effectiveness of the Board that impacts the
Company’s performance, the primary evaluation platform
is that of collective performance of the Board as a whole.
Evaluation of functioning of Board Committees is based
on discussions amongst Committee members and
shared by the Chairperson of the respective Committee
with the Board. Individual Directors are evaluated in the
context of the role played by each Director as a member
of the Board at its meetings, in assisting the Board in
realising its role of strategic supervision of the functioning
of your Company in pursuit of its purpose and goals.
The peer group ratings of the individual Directors are
collated by the Chairperson of the Nomination and
Remuneration Committee and made available to the
Chairperson of the Company.

While the Board evaluated its performance against the
parameters laid down by the Committee, the evaluation
of individual Directors was carried out against the
laid down parameters in order to ensure objectivity.
The Independent Directors Committee also
reviewed the performance of the Chairperson, other
non-Independent Directors and the Board, pursuant
to Schedule IV to the Act and Regulation 25 of the
Listing Regulations.

REMUNERATION POLICY

Details of your Company’s Policy on remuneration of
Directors, Key Managerial Personnel and other employees
are provided in the ‘Report on Corporate Governance’,
forming part of the Report and Accounts.

KEY MANAGERIAL PERSONNEL

During the year, Mr. Anil Chadha was appointed as the
Managing Director of your Company with effect from
1st January, 2025.

Mr. Chandan Saboo ceased to be the Chief Financial Officer
(‘CFO’) of your Company with effect from close of work on
13th December, 2024 and Mr. Ashish Thakar was appointed
as the CFO with effect from 14th December, 2024.

Further, Mr. Diwaker Dinesh, who was appointed as the
Manager and Company Secretary of your Company with
effect from 11th September, 2023, ceased to be the Manager
with effect from close of work on 31st December 2024; he
continues to be the Company Secretary of your Company.

AUDIT COMMITTEE & AUDITORS

The composition of the Audit Committee is provided under
the section ‘Board of Directors and Committees’ in the
Report and Accounts.

• Statutory Auditors

Messrs. S. R. Batliboi & Co. LLP, Chartered
Accountants (‘SRBC’), were appointed, with your
approval, as the Auditors of your Company for a
period of four years till the conclusion of 5th AGM.
The Board, on the recommendation of the
Audit Committee, has recommended for the approval
of the Members, the remuneration of SRBC for
FY 2025-26. Appropriate resolution seeking your
approval to the remuneration of SRBC is appearing in
the Notice convening the 2nd AGM of your Company.

• Secretarial Auditors

Messrs. S. M. Gupta & Co., Company Secretaries,
were appointed by the Board as the
Secretarial Auditors of your Company to conduct
secretarial audit for the financial year ended
31st March, 2025.

The Report of the Secretarial Auditors, pursuant to
Section 204 of the Act, is provided in the Annexure
forming part of this Report. The Secretarial Auditors
have confirmed that the Company has complied with
the applicable laws and that there are adequate systems
and processes in the Company commensurate with
its size and scale of operations to monitor and ensure
compliance with the applicable laws.

The Board has approved, on the recommendation
of the Audit Committee and subject to the
approval of the Members, appointment of
Messrs. S. N. Ananthasubramanian & Co.,
Company Secretaries (‘SNA’), as the Secretarial Auditors
of the Company to conduct secretarial audit for a period
of five consecutive financial years commencing from
FY 2025-26. Appropriate resolution seeking your
approval to the appointment of SNA is appearing in the
Notice convening the 2nd AGM of the Company.

• Cost Auditors

Considering the nature of business, the Company is
neither required to maintain cost records nor appoint

Cost Auditors in terms of Section 148 of the Act read with
the Companies (Cost Records and Audit) Rules, 2014.

CHANGES IN SHARE CAPITAL AND LISTING OF
SHARES

During the year and in accordance with the
Scheme of Arrangement, 125,11,71,040 Equity Shares of
T 1/- each, fully paid-up, were allotted to the shareholders
of ITC Limited. Consequently, the Issued, Subscribed and
Paid-up Share Capital of your Company, as on
31st March, 2025, stands at T 208,11,71,040/- divided
into 208,11,71,040 Equity Shares of T 1/- each. The
Equity Shares issued during the year rank pari passu with
the existing Equity Shares of your Company.

The Equity Shares of your Company were listed
on BSE Limited and the National Stock Exchange of India
Limited with effect from 29th January, 2025.

EMPLOYEE STOCK OPTION SCHEME

In accordance with the Scheme of Arrangement,
your Company has formulated a Special
Purpose Employee Stock Option Scheme viz.,
‘ IT C Hotels - Special Purpose Employee Stock Option Scheme’
to grant Stock Options to the eligible employees holding
stock options of ITC Limited.

Disclosures with respect to Stock Options, as required
under Regulation 14 of the Securities and Exchange
Board of India (Share Based Employee Benefits and Sweat
Equity) Regulations, 2021 (‘the Regulations’), are available
in the Notes to the Financial Statements of the Company.
The said disclosures forming part of the Financial Statements
can also be accessed on your Company’s website
www.itchotels.com under the section ‘Investor Relations’.

The Secretarial Auditors have certified that the
aforesaid Employee Stock Option Scheme has been
implemented in accordance with the Regulations and the
Scheme of Arrangement.

INVESTOR RELATIONS

Messrs. KFin Technologies Limited are the Registrar and
Share Transfer Agent (‘RTA’) of your Company. The details of
the RTA and their grievance redressal system are provided
in the ‘Shareholders Information’ section of the Report and
Accounts.

The ‘Investor Relations’ section on your
Company’s website www.itchotels.com serves as
a user-friendly reference providing up-to-date information
and guidance on share-related matters.

RELATED PARTY TRANSACTIONS

All contracts or arrangements entered into by your Company
with its related parties during the financial year were on
arm’s length basis and in accordance with the provisions of
the Act and the Listing Regulations.

All such contracts or arrangements were approved by
the Audit Committee. Further, material contracts or
arrangements with related parties within the purview of the
Listing Regulations entered into during the year under review
were also approved by the Shareholders.

DIRECTORS RESPONSIBILITY STATEMENT

As required under Section 134 of the Act, your Directors
confirm having:

a) followed in the preparation of the Annual Accounts,
the applicable Accounting Standards with proper
explanation relating to material departures, if any;

b) selected such accounting policies and applied them
consistently and made judgements and estimates that
are reasonable and prudent so as 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 that period;

c) taken proper and sufficient care 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;

d) prepared the Annual Accounts on a going concern basis;

e) laid down internal financial controls to be followed by
your Company and that such internal financial controls
were adequate and were operating effectively; and

f) devised proper systems to ensure compliance with the
provisions of all applicable laws and that such systems
were adequate and operating effectively.

CONSOLIDATED FINANCIAL STATEMENTS

Your Company’s Board of Directors is responsible
for the preparation of the consolidated financial
statements of your Company and its Subsidiaries
(‘the Group’), Associates and Joint Venture, in terms
of the requirements of the Act and in accordance with
the accounting principles generally accepted in India,
including the Indian Accounting Standards specified under
Section 133 of the Act.

The respective Boards of Directors of the companies included
in the Group and of the Associates and Joint Venture are
responsible for maintenance of adequate accounting records
in accordance with the provisions of the Act for safeguarding
the assets of each company and for preventing and detecting

frauds and other irregularities; the selection and application
of appropriate accounting policies; making judgements and
estimates that are reasonable and prudent; and the design,
implementation and maintenance of adequate 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 financial
statements that give a true and fair view and are free from
material misstatement, whether due to fraud or error. Such
financial statements have been used for the purpose of
preparation of the consolidated financial statements by the
Board of Directors of your Company, as aforestated.

OTHER INFORMATION

• Compliance with the conditions of Corporate
Governance

The certi icate from Messrs. S. M. Gupta & Co.,
Company Secretaries, Secretarial Auditors of the
Company, con kming compliance with the conditions of
Corporate Governance as stipulated under the Listing
Regulations, is annexed.

• Going Concern Status

There was no signi icant or material order passed during the
year by any regulator, court or tribunal impacting the going
concern status of your Company or its future operations.

• Annual Return

The Annual Return of your Company is available on
its website at https://www.itchotels.com/in/en/
corporate/investor-relations/annual-returns.

• Particulars of loans, guarantees or investments

Details of loans and investments covered under the
provisions of Section 186 of the Act are provided in
Notes 5, 6, and 11 to the Financial Statements. No
guarantees were outstanding as at end of the year.

• Particulars relating to Conservation of Energy and
Technology Absorption

Particulars as required under Section 134 of the Act
relating to Conservation of Energy and Technology
Absorption are provided in the Annexure to 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.

• Employees

The total number of employees as on 31st March, 2025
stood at 3,177.

The information 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 provided in the Annexure forming part of this
Report.

The statement containing particulars of employees
as required under Rule 5(2) of the Companies
(Appointment and Remuneration of Managerial
Personnel) Rules, 2014, forming part of this Report,
may be accessed on the Company’s website
www.itchotels.com .

• Dividend Distribution Policy

The Dividend Distribution Policy of your Company
may be accessed on its website at

https://www.itchotels.com/DividendDistributionPolicy.pdf .

• Key Financial Ratios

Key Financial Ratios for the financial year ended
31st March, 2025 are provided in the Annexure forming
part of this Report.

FORWARD-LOOKING STATEMENTS

This Report contains forward-looking statements that involve
risks and uncertainties. When used in this Report, the words
‘anticipate’, ‘believe’, ‘estimate’, ‘expect’, ‘intend’, ‘will’ and
other similar expressions as they relate to your Company are
intended to identify such forward-looking statements. Your
Company undertakes no obligation to publicly update or
revise any forward-looking statements, whether as a result of
new information, future events, or otherwise. Actual results,
performances or achievements could differ materially from
those expressed or implied in such forward-looking statements.
Readers are cautioned not to place undue reliance on these
forward-looking statements that speak only as of their dates.
This Report should be read in conjunction with the financial
statements included herein and the notes thereto.

CONCLUSION

The Travel & Tourism sector plays a vital role in the Indian
economy and holds immense potential for growth. The
extensive tourism value chain spanning hotels, travel agents,
airlines, tour operators, restaurants, tourist transporters and
guides, etc. results in a huge economic multiplier impact,
ranking it amongst the highest across industries on this
count. With growing per capita income, rapid urbanisation,
increasing societal aspirations and low room supply
penetration levels, the sector is poised to witness a long
runway of growth. The Government’s thrust on infrastructure
and tourism including, inter alia, development of airports,
upgradation of urban infrastructure, promotion of integrated
tourist destinations, world-class convention facilities etc.
augers well for the sector’s accelerated growth potential.

Your Company, with its ‘asset-right’ strategy of achieving
scalable growth while optimising capital intensity, is poised
to sustain its leadership status in the Indian Hospitality
industry. With its portfolio of world-class properties, strong
market standing, iconic bouquet of brands and renowned
cuisine expertise, your Company remains committed to
providing best-in-class levels of service to its guests. The
Company’s leadership in quality and sustainability, as evident

from superior NPS scores along with global leadership
in sustainability, provides a unique value proposition to all
stakeholders. The continuous investments in enhancing and
upgrading of the digital infrastructure and adopting best-
in-class technologies has ensured delivery of the highest
standards of guest experiences by offering industry leading
features. Your Company continues to sustain its position
as an ‘Employer of Choice’ by attracting, developing and
retaining talent and creating a culture across the organisation
where people are inspired, engaged and aligned to your
Company’s vision and strategic pillars. By remaining at the
forefront of Responsible Luxury hospitality, your Company
has established itself as a global exemplar amongst leading
hospitality chains in the world.

Your Company is well positioned to accelerate its growth
trajectory and enable sustained value creation for stakeholders
by leveraging its sound financial position, comprising of a
zero-debt balance sheet, significant strategic reserves and
robust operational cashflows.

India continues to maintain its position as the fastest growing
major economy in the world. With structural drivers of
growth firmly in place, India is poised to play a larger role
on the global stage in the years to come. Your Company
is well placed to craft its next horizon of growth as a pure-
play hospitality entity, aligned with strong prospects of the
Hospitality industry going forward.

On behalf of the Board

Place:New Delhi S. PURI A. CHADHA

Date:15^th May, 2025 Chairperson Managing Director

(DIN:00280529) (DIN:08073567)