ITC Hotels Ltd. ನಿರ್ದೇಶಕರ ವರದಿ

Mar 31, 2026

The global economy remained resilient and grew by 3.4%
during the year (previous year 3.3%) amid heightened
uncertainty and volatility in the macroeconomic environment.
Technology led investments, selective fiscal and monetary
support, and easing inflationary pressures supported
underperformance of few other sectors in 2025. Advanced
Economies grew at 1.9%, marginally higher than 1.8%
growth in the previous year, supported by growth in European
Union and Japan. Growth in the Developing Economies
moderated slightly to 4.4% (previous year 4.5%). Escalation
of geopolitical tensions in West Asia from February-March
2026 led to heightened energy market volatility and
further weighed on trade sentiment, adding to the global
macroeconomic uncertainty.

Looking ahead, as per IMF’s estimates, global growth is
projected to moderate to 3.1% in 2026, with a modest
recovery to 3.2% in 2027. Global inflation is estimated to
rise to 4.4% in 2026, from 4.1% in 2025, primarily driven
by higher energy and food prices. The outlook reflects
stable growth in Advanced Economies and a moderation in

Emerging Markets, alongside risks from elevated inflation,
geopolitical developments and persistent trade frictions.

• Indian Economy

Amidst a volatile and uncertain global environment during
the year, India reaffirmed its status as the fastest growing
major economy with 7.6%1 growth in Real GDP, up from
7.1% in FY 2024-25 and 7.2% in FY 2023-24. Domestic
demand continued to anchor growth on the back of
supportive fiscal and monetary policies, reduced income
tax rates, GST rate rationalization across sectors, and
benign inflation levels. Both services and manufacturing
sectors delivered robust growth of 9% and 11.5%
respectively over the previous year.

Since March 2026, the West Asia conflict has emerged as
significant source of uncertainty. The resultant supply-side
disruption and elevated energy prices, raises the risk of
inflationary pressures in the near-term, while also weighing on
private consumption and investor sentiment. Despite near¬
term pressures, the Indian economy continues to demonstrate

resilience and is expected to grow at an estimated 6.5% in
FY 2026-27. With ongoing structural reforms across sectors,
supported by a large domestic market and investment-led
expansion, the economy is relatively well placed to maintain
its growth momentum over the medium-to-long term.

INDUSTRY INSIGHTS

• Global Tourism & Hospitality Industry

Over the last five decades, global tourism has expanded
steadily, with international arrivals increasing from about
222 million in 1975 to 1.5 billion in 2025. This growth has
been enabled by rising incomes, improved connectivity,
technological progress, digital platforms, and supportive
tourism policies. The sector has also demonstrated
remarkable resilience, recovering from successive global
disruptions and sustaining its long-term growth trajectory.
During the year, Travel & Tourism contributed about
9.8% of global GDP amounting to USD 11.6 trillion and
grew by 4.1% over the previous year, outpacing overall
global economic growth. It supported approximately 366
million jobs worldwide, representing about 10.9% of total
employment, and accounted for nearly one-third of new
jobs created globally, underscoring its importance for global
economic activity, employment, and livelihoods. Travel
demand remained robust underpinned by rising middle
class consumption, the resurgence of long haul travel,
and structural growth in emerging markets. Reflecting this
momentum, global air passenger traffic and capacity grew
by 5.3% and 5.2%, respectively, in 2025 over the previous
year2.

As per UN Tourism’s World Tourism Barometer, international
tourist arrivals in 2025 grew by 4% over the previous year,

exceeding pre-pandemic levels despite elevated geopolitical
and trade-related uncertainties.

Going forward, international tourism is expected to grow
faster than the broader economy, supported by resilient travel
demand, improved air connectivity, and ongoing recovery
in the Asia Pacific region. However, geopolitical tensions,
particularly in West Asia, together with elevated travel costs
and macroeconomic uncertainties, remain key monitorables
for the sector’s near-term outlook.

• Indian Tourism & Hospitality Industry

During the year, the Indian hospitality industry delivered steady
growth amid a challenging operating environment, with
demand affected intermittently by external developments.
After a strong start to the financial year, travel activity was
impacted by geopolitical tensions, aviation related disruptions,
adverse weather events, and the West Asian conflict, which
resulted in deferment of travel decisions and softer travel
momentum. Domestic air passenger traffic grew modestly
Y-o-Y while foreign tourist arrivals (excluding Bangladesh)
grew by 4.2% Y-o-Y, marginally up pre-pandemic levels.
India’s increasing prominence as a destination for large-
format conferences, diplomatic engagements, and cultural
events further supported MICE and business travel demand,
with the country hosting several national and international
events, including the India AI Impact Summit 2026 and the
World Health Summit.

According to Horwath HTL, the overall supply of branded
hotel rooms across the country expanded by 7.8% Y-o-Y,
while demand grew at a higher pace of 9.1% during the same
period. Out of the new supply added in 2025, nearly 41%
pertained to the premium segment (i.e. upscale and above).
Majority of the new supply in 2025 is estimated to have been

added outside the top ten markets of India. During the year,
branded hotels’ occupancy reached 64%, rising 110 bps
over last year, while Average Daily Rates (ADRs) increased
to ? 8,624, reflecting a strong 8.6% growth. Revenue per
Available Room (RevPAR) reached ? 5,522, growing by
10.8% Y-o-Y.

The Indian hospitality industry is at an inflection point,
with large-scale investments in transport infrastructure
expected to reshape travel over the medium term. The
seven new high speed rail corridors, announced in the
recent Union Budget 2026-27, along with the recently
commissioned airports in Navi-Mumbai and Noida, and
Delhi-Dehradun Expressway are expected to progressively
reduce travel times between major urban and leisure
centres in the years to come. These developments should
support greater regional mobility, deepen tourism flows
beyond large metros, and create new growth opportunities
for the hospitality sector.

Looking ahead, the growth in room demand is likely to
continue to outpace supply growth, particularly in the
top ten markets. Hotel ADRs are also expected to grow,
particularly in the premium segment backed by rising
consumer propensity to pay. Travel demand is also expected
to progressively extend beyond India’s top ten cities into
emerging business, pilgrimage, and leisure hubs, supporting
a broader expansion of the Indian tourism and hospitality
market.

The outlook for India’s hospitality sector remains positive,
supported by sustained growth in domestic tourism in
recent years. Domestic travel has emerged as a structural
and stable demand driver for the hospitality sector, spanning
leisure, business travel, destination weddings, MICE, and
religious tourism. Short-haul leisure trips, pilgrimage-led
travel, improved connectivity, and better infrastructure are
aiding the expansion of hospitality demand beyond the large
metros to Tier-II and Tier-III cities. Traveller preferences are
shifting towards heritage, wellness, spiritual, and nature-
based experiences, while greater adoption of technology
across bookings, pricing, and guest engagement is
enhancing operational efficiency and reach. The breadth of
domestic demand has reduced reliance on inbound travel
and improved sector resilience; policy measures such as
GST rate rationalisation, income tax reduction, and monetary
easing are expected to further support discretionary
consumption in the near term.

BUSINESS OF THE COMPANY

The year marked five decades since the commencement of the
Hotels business of your Company in 1975 with Welcomhotel
Chennai. Over the last five decades, the Business has evolved
from a single landmark hotel into one of India’s leading
hospitality enterprise, underpinned by iconic properties,
strong brand equity, superior guest experiences, and widely
acclaimed cuisine brands, while also being recognised as a
global exemplar in sustainable hospitality.

Your Company today stands amongst India’s fastest growing
hospitality companies, with a diverse portfolio comprising of
155 operating hotels with over 14,200 keys. Your Company
is recognized for its world-class properties, distinct brand
architecture, signature culinary offerings, and superior
service standards. Anchored in its ‘Responsible Luxury’
philosophy, the Company embeds sustainability across
design, operations, and guest experience.

PERFORMANCE HIGHLIGHTS FY 2025-26

Your Company delivered a resilient performance amid a
challenging and volatile operating environment during the
year. Leveraging its strong brand equity, depth of operational
expertise, and people-first culture, the Company responded
with agility and focused execution. The focus across hotels
remained firmly on delivering superior guest experiences,
consistently upholding service excellence, smart revenue
management, and driving cost efficiencies. Investments were
stepped up in capability building, brand management, talent
upskilling, and technology upgradation towards securing
long-term growth and value creation.

Rooted deeply in Indian hospitality, your Company continued
to be the preferred choice for global dignitaries and travellers
seeking an authentic yet modern luxury experience,
underpinned by responsible and sustainable practices.
During the year, the Company was recognised as the
‘Best
Luxury Hotel Chain’
at the Travel Leisure India’s Best
Awards 2026 for the 9th consecutive year, underscoring
its leadership in luxury hospitality. In recognition of its
unwavering commitment to sustainability, the Company
was awarded
‘World’s Leading Sustainable Organisation’
as well as ‘World’s Leading Sustainable Employer’ at the
World Sustainable Travel & Hospitality Awards 2025. Your
Company was also certified as a
‘Great Place to Work’,
achieving a #5 ranking in India and #45 in Asia, reaffirming
its position as an employer of choice.

ITC Ratnadipa sustained its RevPAR leadership position
in Colombo and delivered positive EBITDA for the year.
The hotel also featured in Conde Nast Traveller’s
‘Hot List
2025’,
further strengthening the Company’s recognition on
a global scale. In parallel, Sapphire Residences, Colombo
commenced handover of luxury apartments during the
year. Designed to offer a seamless blend of branded
residences, hospitality services, and sustainability-led
living, Sapphire Residences continue to garner strong
interest from buyers.

During the year, the Company continued to deliver
consistently across all its strategic pillars while staying true
to its enduring commitment to excellence in hospitality and
its ability to create long-term value for all stakeholders.

• Brand Landscape

During FY 2025-26, the Company continued to strengthen
its brand equity across its diverse hotel portfolio by
strengthening its brand architecture. Your Company houses

a comprehensive suite of brands spanning hotel brands,
signature cuisine brands, experience-led brands, and
distinct accommodation formats. This multi-layered brand
architecture enables the Company to effectively address
varied guest segments and travel occasions, while remaining
firmly anchored to the core principles of Indian hospitality,
uncompromising quality, and Responsible Luxury.

During the year, ‘ITC Hotels’ reinforced its leadership position
in the luxury segment. The Company’s flagship properties
received several accolades: ITC Maurya was recognised
as the
‘Favourite Indian Business Hotel’, while ITC Grand
Chola was awarded the
‘Favourite Indian Hotel for Food &
Drink’
at the Conde Nast Traveller - Readers’ Travel Awards
2025. ITC Grand Bharat was conferred the
‘Best Hotel for
Weddings’,
and ITC Royal Bengal was recognised as the
‘Best Celebration Hotel’ at the Travel Leisure India’s Best
Awards 2025. The luxury portfolio expanded during the year
with the signing of an ‘ITC Hotels’ branded hotel in Patna,
one of the emerging trading and business destinations. As
at 31st March 2026, the brand ‘ITC Hotels’ comprised of
a portfolio3 of 17 hotels with 4,929 keys. The Company’s
lifestyle luxury and boutique brands, Mementos and Storii,
continued to gain strong traction within their respective
segments. During the year, new Storii properties opened
across marquee locations, including scenic hill destinations
such as Kufri and Sirmaur, heritage locations like Jaipur,
and wildlife regions such as Jawai. Collectively, Mementos
and Storii now comprise a portfolio3 of 28 hotels with over
1,800 keys, to cater the growing consumer preference for
experiential and curated stays.

Your Company launched a new premium hospitality brand
‘Epiq Collection’ for upcoming projects in Puri, Tirupati,
and Jaipur. Designed to accelerate the Company’s
premiumization journey, plans are on the anvil to scale up the
‘Epiq Collection’ brand to approximately 1,000 keys over the
medium term, offering elevated, locally inspired experiences

under a unified premium identity while supporting rapid
expansion of its hospitality footprint.

The ‘Welcomhotel’ brand continued to play a pivotal role
in your Company’s expansion strategy, with rapid growth
across Tier 2, pilgrimage and leisure destinations. New
hotels opened during the year at prominent spiritual
destinations such as Prayagraj and Bodh Gaya, and at urban
centres of Dehradun and Mohali, along with the expansion
of the existing property in Aurangabad. Welcomhotel Pine
N Peak, Pahalgam, earned notable recognition, including
the Conde Nast Traveller
‘Gold List 2025’ and ‘Best Family
Hotel/Resort - Editor’s Choice’
at the Travel Leisure
India’s Best Awards 2025. The brand achieved a significant
milestone during the year, crossing a portfolio3 of 50 hotels
with 5900 keys.

In the mid-market to upscale segment, Fortune Hotels
maintained its steady growth trajectory. During the year, new
Fortune properties opened in Kochi and Siliguri, strengthening
presence across commercial, leisure, and transit hubs. The
brand today comprises a portfolio3 of 86 hotels with over
6,600 keys. The heritage hospitality brand WelcomHeritage
continued to expand its footprint with new openings at
Rishikesh and Ratanpur. As at year end, WelcomHeritage
has a portfolio3 of 38 hotels with over 1,150 keys

During the year, your Company refreshed its loyalty
ecosystem ‘Club ITC’, aimed at deepening customer
engagement, enhancing lifetime value, and supporting
sustained revenue growth. The refreshed programme
offers near real-time earning and redemption, improved
transparency, and a seamless experience across stays,
dining, and celebrations, supported by industry-leading
earn rates and the introduction of a lifetime Platinum
Select tier. Enhanced dining benefits under ‘Club ITC
Culinaire’, expanded redemption options, and integration
across guests and intermediaries have further evolved
the platform into a unified, technology-enabled travel and
lifestyle ecosystem.

Your Company’s food & beverage (F&B) portfolio
continued to be distinguished for its award-winning
culinary excellence and signature dining experiences,
receiving industry recognition across leading global and
national platforms. Your Company was honored at the
Travel Leisure India’s Delicious Dining Awards 2025 with
‘Best Service (Hotels Category)’. Signature restaurants
such as ‘Avartana’ at ITC Grand Chola and ‘Bukhara’ at
ITC Maurya consistently featured in prestigious forums
including the Conde Nast Traveller
‘Top 50 Restaurants
Awards 2025’
and Tatler ‘Best Restaurants Asia-Pacific
2025’.

Alongside these recognitions, the Company continued to
strengthen and expand its F&B footprint with extension of
legacy brands like ‘Kebabs & Kurries’ across Mementos
Jaipur, Welcomhotel Bhubaneswar, Welcomhotel
Prayagraj, and Welcomhotel Mohali. ‘Edo’ was relaunched
with a new concept and a renewed look at ITC Gardenia
at Bengaluru. ’Edo’ brings Japan’s popular izakaya dining
culture to Bengaluru with small plates served in a relaxed
seating, surrounded by interiors that take inspiration
from Japanese pop art. After the success of the newly
refurbished ‘Fabelle’ Chocolate Boutique at ITC Maurya
in the previous year, the Company upgraded its other
‘Fabelle’ outlets at ITC Grand Chola, ITC Gardenia, and
ITC Maratha during the year. Emerging business verticals
such as Gourmet Couch, Nutmeg, Flavours, and curated
festive and corporate gifting continued to scale, driven by
focused innovation in products, packaging, and go-to-
market initiatives.

The Company continued to demonstrate its F&B
excellence at Bharat Mandapam, catering for several
high-profile national and international events, including the
‘India AI Impact Summit’ and ‘WHO World Health Summit’
reflecting scale, execution excellence, and institutional
confidence in the Company’s culinary capabilities.

• Asset-Right Growth

Your Company’s asset-right growth strategy continues
to be a key driver of its expansion, leveraging its well-
known hospitality brands and operational excellence to
enable partnerships with asset owners. This approach has
allowed the Company to expand its geographical footprint
and accelerate growth across segments, resulting in the
managed portfolio expanding significantly in the last five
years. Over the last 24 months, the Company has signed 63
hotels with over 5,800 keys and opened 29 hotels with over
2,300 keys, sustaining a pace of opening at least one hotel
per month. With a continued focus on premiumisation of its
hotel portfolio, your Company aims to scale its operating
portfolio to 250 hotels with over 22,000 keys over the next 5
years, with nearly 2/3rd of the keys are planned to be under
the managed and franchised formats. Enabling this vision,
the Company today has a pipeline of 69 hotels with over
7100 keys. The Company also continues to selectively scale
its owned portfolio through strategic investments in high-
potential locations, reinforcing a balanced growth strategy
aligned with long-term value creation. Construction activity
is progressing on key projects, including a new premium
hotel at Puri and the addition of a new accommodation and
banqueting block at Welcomhotel Bhubaneswar. Further,
development has commenced on new hotel projects at
Yashobhoomi, New Delhi and Visakhapatnam.

During the year, your Company successfully won the bid
from India International Convention and Exhibition Centre
Limited (IICC Ltd) for a land parcel at Yashobhoomi Complex
in New Delhi, on a long term lease for the development
and operation of a luxury hotel. With completion targeted
by 2030, the upcoming hotel is expected to benefit
from Yashobhoomi’s positioning as a global destination
for conventions, exhibitions, and marquee events. The
upcoming hotel at Visakhapatnam is positioned to cater to
the city’s growing demand from the IT sector, data centres,

industrial, and port-led business travel, while strengthening
the Company’s presence on the eastern coast.

During the year, your Company successfully completed
renovation of room inventory at your Company’s luxury
hotels at Chennai, Bengaluru, Kolkata, and Delhi. Further,
‘Cubbon Pavillion’ at ITC Gardenia, ‘Madras Pavillion’ at
ITC Grand Chola, and ‘Aravali Pavillion’ at ITC Grand Bharat
were also completely renovated during the year. In order to
cater to the growing demand for banqueting events, a 5800
sqft. banquet space at Sheraton New Delhi and 2600 sqft.
at ITC Grand Chola were added during the year. The iconic
lobby of ITC Maurya at New Delhi also underwent significant
renovation and upgradation during the year. These regular
refurbishments of the product portfolio have ensured that
the Company’s assets remain contemporary and address
the evolving needs of its guests.

• Digital First Initiatives

Your Company continued to advance its digital agenda
during the year with a focus on strengthening enterprise
capabilities, enhancing guest experience, and supporting
long-term growth. The emphasis remained on building an
integrated, scalable, and future-ready digital ecosystem
across the organization. Guest-facing applications continued
to evolve, with digital enhancements to guest interfaces,
loyalty engagement, and direct channels. Investments
in digital engagement and performance-led marketing
supported stronger direct relationships with guests and
improved customer interaction.

The Company continues to strengthen its technology and
data foundation. Enterprise platforms, digital infrastructure,
and data capabilities were further scaled during the year to
support operational consistency, improved decision-making,
and greater agility across the portfolio. Several initiatives
are underway towards creating a more connected and
well-governed digital environment capable of supporting
future growth and intelligent applications. Your Company
also advanced its capabilities in automation, analytics,
and artificial intelligence through a structured three-pillar
framework focused on revenue enhancement, guest
experience improvement, and operational efficiency. Pilot
initiatives were progressed during the year, alongside efforts
to strengthen digital content and creative capabilities.
These initiatives are intended to support more personalised
experiences, deeper customer engagement, and improved
organizational responsiveness over time.

Significant investments continue to be made in information
security and digital resilience, reflecting the importance of
safeguarding guest trust, ensuring operational continuity, and
aligning with evolving regulatory requirements. Cybersecurity
capabilities, governance frameworks, and data protection
measures were further strengthened during the year.

Overall, Your Company’s digital ecosystem continued
to mature in scale, coherence, and capability. These
investments reflect a future ready strategic orientation

towards building a digitally enabled, data-informed, and
experience-led organization positioned to support future
growth and evolving guest expectations.

• Responsible Luxury

During the year, your Company not only sustained its
leadership position in sustainable hospitality but also
surpassed several of its own previous benchmarks.
Your Company was recognized as the
‘World’s Leading
Sustainable Organisation’, ‘World’s Leading Sustainable
Employer’, ‘World’s Leading Sustainable Marketing

Campaign’, and ‘World’s Leading Sustainable Food &
Nutrition Initiative’
at World Sustainable Tourism & Hospitality
Awards 2025. The Company was also conferred with the
‘
Excellence in Decarbonization (Corporate Category)’ Award
at ISHRAE Conclave, the
‘Organisation with Highest Quality
Orientation’
Award by World Quality Congress, and the
‘Best Sustainability Initiatives’ Award at IRec Awards 2025,
amongst several other accolades during the year.

The Company’s long-standing focus on sustainability-led
hotel operations continued to deliver tangible outcomes
during the year across water stewardship and energy
efficiency. During the year, ITC Grand Bharat, ITC Narmada,
Welcomhotel Bhubaneswar, and ITC Gardenia were certified
as ‘
LEED® Zero Water Hotels’, thereby distinguishing ITC
Hotels as the leading hotel chain globally to have 12 LEED®
Zero Water Certified Hotels in the world. Your Company has
surpassed the ‘2030 sectoral emission targets’ for the sixth
consecutive year and has also sustained 2050 emission
level targets aligned with COP 21 for twelve of its hotels,
consistent with your Company’s 2030 sustainability goals.

Your Company has, over the years, proactively strengthened
its operational resilience by transitioning from fossil fuel-
based energy systems to increased electrification and
renewable-aligned solutions across kitchens, laundries,
boilers, and hot water systems. This long-term, system-
led approach, embedded in the Company’s ethos of
Responsible Luxury, has reduced dependence on volatile
fuel supply chains, enhanced operational resilience, and
integrated sustainability into core infrastructure planning.
The overall owned renewable energy portfolio now stands
at 51.2 MW, after commissioning of a 3.3 MW wind turbine
at Rajkot, Gujarat during this year. Currently, more than
half of your Company’s electricity consumption is from
renewable sources. Your Company continues to evaluate
avenues to further enhance the share of renewable energy
in its portfolio and further reduce carbon emission levels in
the coming years. Your Company has undertaken several
initiatives during the year, 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.

FINANCIAL PERFORMANCE

Results of operations for the year ended 31st March, 2026
Standalone Financial Results

Your Company delivered a resilient performance during the year amidst a challenging operating environment. External factors
created temporary fluctuations in demand, which briefly affected occupancy levels, however ADRs witnessed growth on the
back of pro-active and smart revenue management. The Food & Beverages segment also delivered a robust performance
contributing significantly to the overall revenue growth of your Company. This was driven by sustained growth momentum in
banqueting and event catering segment along with innovative culinary offerings across the Company’s specialty restaurants
and takeaway vertical. Your Company’s investments in digital innovation and talent development further strengthened its
competitive position, resulting in improved guest experience and stakeholder value.

The following table sets forth financial information for your Company for the year ended 31st March, 2026.

Particulars

For the year ended

For the year ended

31st March, 2026

31st March, 2025

I Revenue From Operations

3583.19

3279.27

II Other Income

177.32

53.72

III Total Income (I II)

3760.51

3332.99

IV EXPENSES

Consumption of food, beverage, etc.

328.97

318.76

Employee benefits expense

693.74

604.20

Finance costs

11.33

11.32

Depreciation and amortization expense

293.66

297.30

Other expenses

1270.18

1167.48

Total expenses (IV)

2597.88

2399.06

V Profit before exceptional items and tax (III-IV)

1162.63

933.93

VI Exceptional Items

(51.30)

-

VII Profit before tax (V VI)

1111.33

933.93

VIII Tax Expense:

Current Tax

277.65

212.47

Deferred Tax

4.42

23.05

IX Profit for the year (VM-VIII)

829.26

698.41

X Other Comprehensive Income (net of tax)

(17.76)

0.93

XI Total Comprehensive Income for the year (IX X)

811.50

699.34

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

(a) Income

Total Income for the current year increased to ? 3,760.51 crores, reflecting an increase of 13% from the previous year. The
summary of Total Income is provided in the table below:

Particulars

For the year ended
31st March, 2026

For the year ended
31st March, 2025

% change

Rooms

1847.73

1706.97

8%

Food and beverages

1415.05

1317.97

7%

Management & operating fees etc.

128.42

90.52

42%

Others (including membership fees etc.)

164.25

130.52

26%

Gross Revenue from sale of products and services

3555.45

3245.98

10%

Other Operating Income

27.74

33.29

-17%

Revenue From Operations

3583.19

3279.27

9%

Other Income

177.32

53.72

230%

Total Income

3760.51

3332.99

13%

(i) Rooms Revenue for the year increased to T 1847.73
crores, reflecting an increase of 8% from the previous
year. Overall occupancy stood at 74%, rising by 128
bps, and ADRs reached T 13,368, growing by 6% from
the previous year, driven by robust performance across
all segments like Retail, Contracted, MICE, Weddings,
and Crew.

(ii) Food & Beverages Revenue for the year increased to
T 1415.05 crores, reflecting an increase of 7% from
the previous year, led by sustained growth in banquets,
outdoor catering, specialty restaurants, in-room dining,
and takeaway verticals.

(iii) Management & operating fees etc. for the year
increased to T 128.42 crores, reflecting an increase of
42% from the previous year, driven by stabilisation of
managed properties including ITC Ratnadipa, Colombo,
Sri Lanka which were commissioned in the previous
year and opening of new managed properties across
key business, pilgrimage, and leisure destinations such
as Mohali, Prayagraj, Bodh Gaya, Dehradun, Kufri,
Sirmaur, Jaipur etc. during the year, along with a full year
contribution from ITC Grand Central, Mumbai.

(iv) Others (including membership fees etc.) and Other
Operating Income for the year stood at T 164.25 crores
and T 27.74 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 177.32 crores represents income
from investments and bank deposits, along with
dividend income from Group companies and other non¬
operating gains and losses.

(b) Expenses

Total Expenses for the current year increased to T 2597.88
crores. While Total Income during the current year increased
by 13% from the previous year, Total Expenses increased by
8% from the previous year. Variances under each expenditure
head are explained below:

(i) Consumption of food, beverage, etc.

Particulars

For the
year
ended
31st
March,
2026

For the
year
ended
31st
March,
2025

%

change

Consumption of
food, beverage,
etc.

328.97

318.76

3%

% of Food &
beverages revenue

23.2%

24.2%

-94 bps

Consumption of food, beverage, etc. as a % of Food
& beverages revenue reduced by 94 bps, supported
by efficiency in procurement and operations despite
increase in input costs.

(ii) Employee benefit expense

Particulars

For the

For the

%

year

year

change

ended

ended

31st

31st

March,

March,

2026

2025

Employee benefit
expense

693.74

604.20

15%

% of Revenue from
Operations

19.4%

18.4%

94 bps

Employee benefit expense as a percentage of Revenue
from Operations increased by 94 bps mainly on account
of full year effect of certain independent entity costs
including set up of new corporate functions, pursuant
to demerger.

(iii) Finance costs

Particulars

For the
year
ended
31st
March,
2026

For the
year
ended
31st
March,
2025

%

change

Finance Costs

11.33

11.32

0%

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

(iv) Depreciation and amortization expense

Particulars

For the
year
ended
31st
March,
2026

For the
year
ended
31st
March,
2025

%

change

Depreciation
and amortization

293.66

297.30

-1%

expense

Depreciation and amortization expense for the year
comprises depreciation on existing Property, Plant &
Equipment, Intangible Assets, and Right of Use Assets
along with renovations and routine capital expenditures
undertaken during the year.

(v) Other expenses

Particulars

For the
year
ended
31st
March,
2026

For the
year
ended
31st
March,
2025

%

change

Other expenses

1270.18

1167.48

9%

% of Revenue from
Operations

35.4%

35.6%

-15 bps

Other expenses include power and fuel, repair and
refurbishments, sales promotion, information technology
services, and other similar items. Power and fuel as a % of
Revenue from Operations during the current year reduced
by 52 bps over the previous year on account of various
energy saving initiatives implemented and addition of
renewable energy asset at Gujarat 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.

(c) Exceptional Items

Particulars

For the

For the

year

year

ended

ended

31st

31st

March,

March,

2026

2025

Exceptional items

(51.30)

-

Exceptional Items for the current year represent estimated
one time impact on recognition of past service cost
with respect to gratuity and compensated absences
pursuant to notifications issued by the Ministry of Labour
& Employment dated 21st November, 2025 bringing
into force the provisions of the Code on Wages, 2019,

the Industrial Relations Code, 2020, the Code on Social
Security, 2020 and the Occupational Safety, Health and
Working Conditions Code, 2020.

(d) Tax Expense

Particulars

For the
year
ended
31st
March,
2026

For the
year
ended
31st
March,
2025

%

change

Tax expense

282.07

(235.52

20%

Tax expense for the current year increased in line with
increase in profits in the current year.

(e) Profit for the year

Particulars

For the
year
ended
31st
March,
2026

For the
year
ended
31st
March,
2025

%

change

Profit for the year

829.26

698.41

19%

% of Total Income

22.1%

21.0%

110

bps

Profit after tax increased to T 829.26 crores, reflecting
an increase of 19% Y-o-Y, driven by sustained growth in
ADRs and occupancy levels reflecting strong underlying
demand. Robust revenue growth across all segments
and higher other income combined with effective cost
management initiatives resulted in higher profit after tax in
the current year.

The Directors of your Company are pleased to recommend
a Final Dividend of T 1 per share for the financial year
ended 31st March, 2026. Total cash outflow on account
of Dividend will be T 208.30 crores.

PROFITS

For the year ended
31st March, 2026

For the year ended
31st March, 2025

Profit before exceptional items and tax

1162.63

933.93

Exceptional Items

(51.30)

-

Profit before tax

1111.33

933.93

Tax expense:

Current Tax

277.65

212.47

Deferred Tax

4.42

23.05

Profit for the year

829.26

698.41

Other Comprehensive Income (net of tax)

(17.76)

0.93

Total Comprehensive Income for the year

811.50

699.34

STATEMENT OF RETAINED EARNINGS*

For the year ended
31st March, 2026

For the year ended
31st March, 2025

At the beginning of the year

268.16

1.10

Add: Profit for the period

829.26

266.11

Add: Other Comprehensive Income (net of tax)

(17.76)

0.95

Add: Transfers from Share Options Outstanding Account on options
exercise and lapse#

0.23

At the end of the year

1079.89

268.16

The Consolidated Financial Statements comprise your Company and its subsidiaries (referred collectively as the ‘Group’) and
the Group’s interest in associates and joint ventures 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 ventures and associates.

The Financial Results have been prepared in accordance with the prescribed Accounting Standards (Ind AS). The following
table sets forth consolidated financial information for your Company for the year ended 31st March, 2026.

For the year ended

For the year ended

31st March, 2026

31st March, 2025

I Revenue From Operations

4139.40

3559.81

II Other Income

191.94

66.30

III Total Income (I II)

4331.34

3626.11

IV EXPENSES

Consumption of food, beverage, etc.

374.24

363.15

Real estate development cost

138.54

-

Employee benefits expense

782.89

692.51

Finance costs

7.93

6.64

Depreciation and amortization expense

416.51

402.35

Other expenses

1419.95

1293.27

Total expenses (IV)

3140.06

2757.92

V Share of profit / (loss) of Associates and Joint Venture

11.87

15.87

VI Profit before exceptional items and tax (III-IV V)

1203.15

884.06

VII Exceptional items

(80.17)

-

VIII Profit before tax (VI VII)

1122.98

884.06

IX Tax Expense:

Current Tax

290.46

220.79

Deferred Tax

11.26

25.63

X Profit for the Year (VIII-IX)

821.26

637.64

XI Other Comprehensive Income (net of tax)

116.09

120.94

XII Total Comprehensive Income for the year (X XI)

937.35

758.58

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 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. ITC Ratnadipa commenced
operations in April 2024.

The Sri Lankan economy continued its recovery during FY
2025-26, marking a second consecutive year of strong
growth, supported by improving macro-economic stability.
The year witnessed record tourist arrivals and relative stability
in the external environment, despite disruptions arising from
adverse weather conditions including Cyclone Ditwah. While
economic momentum remained firm through most of the
year, heightened geopolitical tensions in West Asia in March
2026 affected food and energy prices and caused supply
chain disruptions in the economy.

Notwithstanding the operational challenges caused by the
aforestated disruptions, ITC Ratnadipa sustained its strong
growth trajectory during the year. The hotel reinforced its
position as the RevPAR leader in the Colombo market and
achieved positive EBITDA in its first full year of operations,
reflecting strength of the brand and operational excellence.
While elevated real estate taxes in Sri Lanka have tempered
the sales momentum of Sapphire Residences, the recent
commencement of apartment handovers is expected to
support a pickup in sales velocity.

During the year ended 31st March, 2026, the company
recorded a total income of LKR 1309.06 crores (previous
year LKR 455.07 crores) and Total Comprehensive Loss of
LKR 246.30 crores which includes exceptional loss of LKR
88.16 crores pertaining to inventory damage due to cyclone
in Sri Lanka (previous year loss LKR 419.62 crores).

Your Company’s investment in WLPL stood at T 3,815 crores
as at 31st March, 2026.

Landbase India Limited

The company owns and operates the Classic Golf & Country
Club, a premier golfing destination in the Delhi NCR region.
Spread across a sprawling estate of 300 acres, the club
features South Asia’s first 27-hole signature golf course
designed by the legendary Jack Nicklaus, comprising
an 18-hole championship course and a 9-hole canyon
course. Complemented by a state-of-the-art clubhouse and
integrated sports complex, the facility offers a world-class
golfing and leisure experience, positioning it among the
leading golf destinations in India. The club is also a member
of “Asian Tour Destination”, an exclusive network of world
class golf venues, which has direct ties to the Asian Tour.

During the year, the club hosted various prestigious
tournaments & events ranging from junior, professional,
and corporate tournaments including European Challenge
Tour Event, for the third year in a row. The club continued
to make efforts to promote Junior golf and in addition to
the partnership with US Kids Golf, the club entered into
a partnership with JAGA (Junior Asian Golf Academy).
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 company also owns ‘ITC Grand Bharat’ - a 104-key all
suite luxury retreat in Gurugram, which has been licensed
to your Company. The retreat, an oasis of unhurried luxury,
is co-located with the Classic Golf & Country Club. During
the year, the retreat made notable progress in the Corporate
MICE segment, establishing itself as a preferred venue for
senior leadership meetings and large-format corporate
events, while continuing to reinforce its position as a premier
residential wedding destination in the country.

During the year ended 31st March 2026, the company
recorded a Total Income of T 54.01 Cr. (previous year T 47.49
Cr.) and Net Profit of T 14.98 Cr. (previous year T 14.44 Cr).
Total Comprehensive Income for the year stood at T 14.67
Cr. (previous year T 14.42 Cr.).

Srinivasa Resorts Limited

The company owns ITC Kakatiya - a 188-key luxury hotel
located in Hyderabad, which is operated and marketed by
your Company. ITC Kakatiya is a LEED® Platinum Certified
Hotel under Environmental Building Category from the United
States Green Building Council.

The hotel recorded robust Y-o-Y growth in revenues and
margin expansion, driven by the comprehensive renovation
programme completed recently. During the year, another 83
rooms underwent renovation in the lean season, ensuring
minimal disruption to operations while being ready for
the peak period. The hotel continued to invest in a range
of energy-saving initiatives and sustainable technologies
aimed to optimize energy consumption levels and reduce its
overall power and fuel costs. During the year, ITC Kakatiya

reinforced its positioning as a preferred luxury destination for
guests in Hyderabad.

During the year ended 31st March, 2026, the company
recorded Total Income of T 94.36 crores (previous year: T
80.94 crores) and Net Profit of T 13.66 crores (previous year:
T 9.59 crores). Total Comprehensive Income for the year
stood at T 13.81 crores (previous year: T 9.45 crores).

Fortune Park Hotels Limited

The company caters to the midmarket to upscale segments
and continues to forge new alliances and expand its footprint.
During the year, three hotels with 246 keys were launched,
including its first hotel in Kerala, namely Fortune Airport
Road, Kochi. The company has also signed 9 new alliances
during the year and as on 31st March, 2026, it has 86 hotels
with 6624 keys across India and Nepal. Of these, 59 hotels
with 4417 keys are currently operational while the balance 27
hotels are in various stages of development, and are slated
to be commissioned over the medium term. During the year,
the company was recognized as ‘Best Upscale Hotel Chain’
at Today’s Traveller Awards 2025 and ‘Best Premier Business
& Leisure Hotel Chain in India’ at VETA 2026.

During the year ended 31st March, 2026, the company
recorded a Total Income of T 70.89 crores (previous year: T
65.62 crores) and Net Profit of T 23.78 crores (previous year:
T 17.30 crores). Total Comprehensive Income for the year
stood at T 23.96 crores (previous year: T 17.23 crores).

The Board of Directors of the company has recommended
a dividend of T 50 per Equity Share of T 10 each for the
year ended 31st March, 2026 (previous year T 20 per Equity
Share).

Bay Islands Hotels Limited

The company owns a 46-key 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, superior
product, and service quality.

During the year ended 31st March, 2026, the company
recorded a Total Income of T 4.55 crores (previous year
T 4.36 crores) and Net Profit of T 3.37 crores (previous year:
T 3.30 crores). Total Comprehensive Income for the year
stood at T 3.41 crores (previous year: T 3.30 crores).

The Board of Directors of the company has recommended a
dividend of T 500 per Equity Share of T 100 each for the year
ended 31st March, 2026 (previous year T 200 per Equity
Share).

NOTE ON JOINT VENTURE

Maharaja Heritage Resorts Limited

Maharaja Heritage Resorts Limited is a joint venture of your
Company with Jodhana Heritage Resorts Private Limited.
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, two new hotels were commissioned at
Rishikesh and Ratanpur (Rajasthan) and two new alliances
were entered for hotels at Mount Abu and Palanpur (Gujarat).
As on 31st March, 2026, the company has 39 alliances with
1185 keys across India. Of these, 36 hotels with 1078 keys
are in operation while the balance 3 hotels are in various
stages of development.

Business operations of the company were severely impacted
in the first half of the year as a consequence of geopolitical
disruptions and adverse weather events which affected
leisure properties in North India.

During the year ended 31st March, 2026, the company
recorded a Total Income of T 6.87 crores (previous year T
8.04 crores) and Net Profit of T 0.46 crore (previous year T
0.94 crore). Total Comprehensive Income for the year stood
at T 0.38 crore (previous year T 0.92 crore).

NOTES ON ASSOCIATES

International Travel House Limited

The company provides end-to-end business travel solutions
to its customers. During FY 2025-26, business travel was
affected by travel disruptions, geopolitical developments, and
rising fares. The company continued to operate with a focus on
established standards of quality, safety, and customer service.
Cost-optimisation measures and operating efficiencies
implemented over prior years continued during the year and
are expected to partially offset external cost pressures.

Digital initiatives remained a focus area, supporting
improvements in operational efficiency, productivity, and
customer experience. During the year under review, the
company implemented a SaaS-based solution for end-to-end
automation of mobility service fulfilment. The implementation
resulted in process standardisation and improved internal
efficiencies. The company also obtained ISO 27001:2022
certification, demonstrating compliance with recognised
information security management system standards.

As part of its sustainability initiatives, the company was
awarded the EcoVadis Bronze Medal, reflecting progress
in environmental, social and governance (ESG) practices.
During the year, the company inducted an additional 52
electric vehicles into its fleet.

The Board of Directors has recommended a dividend of
T 5.50 per Equity Share of T 10 each for the financial year
ended 31st March 2026, subject to shareholder approval
(previous year: T 5.50 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 per Equity Share of T 10 each for the year
ended 31st March, 2026 (previous year T 3 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 operational 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
until 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
framework, 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

Your Company continues to focus on a system-based
approach to business risk management as per the framework
laid down in the Risk Management policy approved by
the Board. 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
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 set out
mitigation strategies and action plans along with
agreed timelines and accountabilities. Action plans for
execution of the Risk mitigation strategies are regularly
monitored and reviewed by SEMC. 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 of
your Company. Leveraging state of the art digital platforms,
technologies, and infrastructure across the value chain, the
Company is accelerating digital marketing, digital commerce,
and digitally enabled operations to drive superior stakeholder
value. The adoption of cutting-edge digital technologies
including Cloud computing, Internet of Things (loT), advanced
Data Analytics, Artificial Intelligence and Machine Learning (AI/
ML), Robotic Process Automation (RPA), and secure mobile
platforms continued to expand during the year. While these
initiatives enable innovation and growth, they also contribute
to an evolving risk landscape in an increasingly complex and
heightened cyber threat environment.

To address the risks emanating from an increasingly complex
and heightened cyber threat environment, rapidly evolving
nature of cyber threats, and the growing sophistication of
threat actors, a Cyber Security Committee, led by the Chief
Digital and Information Officer continues to function with a
mandate to provide focussed oversight on cybersecurity
risks, monitor emerging threats & technologies, and
recommend appropriate measures to enhance resilience of
the Company’s digital ecosystem.

Your Company has built a multi layered cyber defence
architecture, including Next Generation firewalls, endpoint
protection, anti-malware solutions, identity and access
management, and continuous monitoring mechanisms
across networks, systems and data processing points.
Cyber security policies, standards and practices continue
to be aligned to globally recognised frameworks such as
the NIST Cyber Security Framework and ISO/IEC 27001. In
addition, ongoing awareness and training programmes are
conducted to promote safe and secure practices among
users.

The Company strengthened cyber maturity through
independent reviews, vulnerability assessments, and
penetration testing, while enhancing surveillance, detection,
and response via an upgraded Next-Gen SOC supported by
advanced analytics and skilled resources.

With the continued transition of mission-critical applications,
data, and transaction processing workloads to Cloud
platforms, the Company’s network and security architecture
is being transformed into a Digital-Ready, Cloud-Secure,
and resilient wide area network, enabling secure access to
information while maintaining robust governance and control.

The security of Operational Technology including Building
Management systems and access control infrastructure,
is ensured through comprehensive risk assessments apart
from segregated networks to minimize cyber risk exposure
to the enterprise landscape.

With the increasing use of Artificial Intelligence across
business functions, the Company has initiated the
implementation of AI security and governance guidelines,
to enable responsible, secure and compliant use of AI
technologies, in alignment with evolving safety, privacy,
ethical, and regulatory expectations.

During the year, ITC Grand Central, Mumbai, was conferred
the Global Information Security Excellence Award, by Marriott
in recognition of its strong security posture in protecting
guests’ personal data and effectively managing risks arising
from evolving cyber security threats.

India is among the most climate-vulnerable countries
globally, facing heightened risks from rising temperatures,
water stress, and extreme weather events. In response,
your Company having recognized climate vulnerability as a
business risk, is pursuing a multi-pronged climate strategy
focused on both decarbonisation and adaptation, aimed at
protecting operational continuity, enhancing asset resilience,
and creating long-term stakeholder value. This integrated
approach positions your Company among the sustainability
leaders in the hospitality sector.

Your Company’s low-carbon growth strategy focuses on
renewable energy, improving energy productivity, and green
buildings that support the transition to a net-zero economy.
The Renewable Energy footprint of the Company was
enhanced to 51.2 MW during the year with the addition
of new 3.3 MW windmills at ITC Narmada. Your Company
operates 23 LEED Platinum-certified hotels representing
global best-in-class sustainability standards. In addition, 12
hotels have achieved LEED Zero Water certification, and
12 hotels are certified LEED Zero Carbon, underscoring
leadership in net-zero operations and absolute emissions
neutrality. These achievements reinforce your Company’s
competitive positioning and place it at par with, and in
several respects ahead of, industry benchmarks.

The Risk Management Committee met thrice during the year
and 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 applicable 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 of 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 hotel greenfield /renovation
projects 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. Further, the
Company’s internal audit processes have been certified as
complying with ISO 9001:2015 Quality standards.

The Terms of Reference of the Audit Committee constituted
by the Board, inter alia 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. Material observations, as defined
in the Terms of Reference, are reviewed at the highest level
by the Audit Compliance and Review Committee (ACRC)
and Audit Committee. The Audit Committee of your Board
met seven times during the year.

HUMAN RESOURCES DEVELOPMENT

The bedrock of your Company’s HR strategy is a deeply
ingrained commitment to talent excellence, with core
values seamlessly woven into the organizational fabric. This
philosophy prioritizes the cultivation of an agile, empowered
workforce uniquely positioned to deliver superior value within
a high-performance environment.

In an increasingly competitive talent landscape, your
Company continues to build organizational resilience by
investing in a future-ready workforce. These efforts are
driven through targeted skill-building, robust leadership
development, and initiatives that foster the holistic well¬
being of our people. By championing a culture of continuous
learning and merit-based advancement, these interventions
serve as catalysts for sustained business success. Your
Company remains dedicated to evolving its employee value
proposition through industry benchmarking and modern
workplace policies, reaffirming its status as an employer of
choice in the hospitality sector.

WHISTLE BLOWER POLICY

Your Company’s Whistleblower Policy 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 may 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,
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 received six complaints in
terms of the Whistleblower Policy, of which investigation
in respect of five complaints was completed; appropriate
action(s), where necessary, was taken.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

Your Company has a comprehensive CSR Policy outlining
programmes, projects, and activities that are undertaken to
create a significant positive impact on identified stakeholders.

During the year, the Company undertook focused
CSR initiatives with emphasis on skilling, education, rural
development, and environmental sustainability. The Company
provided apprenticeship opportunities to youth providing
hands-on experience across hotel locations and also conducted
vocational skilling programmes focused on culinary arts,
designed to empower youth from underserved communities
with employable skills. The Company also supported ecological
restoration and climate resilience through maintenance of urban
landscapes and afforestation at multiple locations.

The Annual Report on Corporate Social Responsibility
activities of the Company, as required under Sections 134 and
135 of the Companies Act, 2013 (‘Act’) read with Rule 8 of
the Companies (Corporate Social Responsibility Policy) Rules,
2014 and Rule 9 of the Companies (Accounts) Rules, 2014, is
provided in the Annexure forming part of this Report.

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 83 for FY 2025-26
(Source: Revinate for ‘ITCHotels’, ‘Mementos’, ‘Welcomhotel’
& ‘Storii’),
showcasing a high customer satisfaction index.
Further, your Company has achieved a response rate of 99%,
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. Tablesh Pandey, representing the
Life Insurance Corporation of India (‘LIC’), stepped
down from the Board of Directors of your Company
(‘the Board’) with effect from close of work on
5th March, 2026. Your Directors place on record their
appreciation for the contribution made by Mr. Pandey
during his tenure with the Company.

The Board, on the recommendation of the Nomination
and Remuneration Committee, has recommended
for the approval of the Members, the appointment of
Mr. Ramakrishnan Chander, representing LIC, as a
Non-Executive Director of your Company for a period
of three years with effect from the date of the ensuing
Annual General Meeting i.e., 6th August, 2026.
Appropriate resolution seeking your approval to the said
appointment is appearing in the Notice convening the
3rd Annual General Meeting (‘AGM’) of your 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. Rajendra Kumar Singhi will retire by
rotation at the ensuing AGM and, being eligible, offers
himself for re-election. The Board has recommended
his re-election.

• Number of Board Meetings

Five 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 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). The Committee also evaluates the role
and capabilities required, and the balance of skills,
knowledge and experience on the Board, while
considering the appointment of Independent Directors
of the Company.

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 a Performance Evaluation
Policy for laying down the processes for effective and
transparent evaluation of the performance of the Board
as a whole, its Committees, and individual Directors.

The Board performance is assessed, inter alia,
against the roles and responsibilities of the Board as
provided under the Act, the Listing Regulations and
the Company’s Governance Policy. The parameters
for Board performance evaluation have been derived
from the Board’s core role of trusteeship to protect
and enhance shareholder value as well as to fulfil
expectations of other stakeholders through strategic
supervision of the Company. Based on discussions
amongst Committee members, evaluation of functioning
of Board Committees is 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, there were no changes in the Key Managerial
Personnel 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
the financial year 2026-27. Appropriate resolution
seeking your approval to the remuneration of SRBC
is appearing in the Notice convening the 3rd AGM of
your Company.

• Secretarial Auditors

Messrs. S. N. Ananthasubramanian & Co., Company
Secretaries, were appointed with your approval as
the Secretarial Auditors of your Company to conduct
secretarial audit for a period of five consecutive
financial years commencing from FY 2025-26.

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.

• 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

During the year, 18,05,269 Equity Shares of T 1/- each,
fully paid-up, were issued and allotted upon exercise
of 1,80,526.9 Options under the Company’s Employee
Stock Option Scheme. Consequently, the Issued and
Subscribed Share Capital of your Company, as on
31st March, 2026, stands increased to T 2,08,29,76,309/-
divided into 2,08,29,76,309 Equity Shares of T 1/- each.
The Equity Shares issued during the year rank
pari passu
with the existing Equity Shares of the Company.

EMPLOYEE STOCK OPTIONS SCHEME AND
EMPLOYEE STOCK APPRECIATION RIGHTS
SCHEME

During the year, the Board, pursuant to the authority vested in
it by the Members, has approved the ITCHL Employee Stock
Appreciation Rights Scheme 2025 (‘ITCHL ESAR Scheme
2025’), in accordance with the Securities and Exchange
Board of India (Share Based Employee Benefits and Sweat
Equity) Regulations, 2021 (‘the SBEB Regulations’).

Disclosures with respect to Stock Options granted under
the ‘ITC Hotels - Special Purpose Employee Stock Option
Scheme’ (formulated pursuant to Scheme of Arrangement
for demerger of Hotel Business) and Employee Stock
Appreciation Rights granted under the ITCHL ESAR
Scheme 2025, as required under Regulation 14 of the
SBEB 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’.

During the year, there has been no change in the
Employee Stock Option Scheme and the Employee Stock
Appreciation Rights Scheme of the Company. The Secretarial
Auditors have certified that the aforesaid Schemes have been
implemented in accordance with the SBEB Regulations, the
resolution passed by the Members in this regard and the
Scheme of Arrangement, as applicable.

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
referencer providing updated 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 at arm’s
length and in accordance with the provisions of the Act and
the Listing Regulations.

All such contracts or arrangements were approved by the
Audit Committee. No material contracts or arrangements
with related parties within the purview of Section 188(1)
of the Act were entered into during the year under review.
Accordingly, the information on transactions with related
parties pursuant to Section 134(3)(h) of the Act read with
Rule 8(2) of the Companies (Accounts) Rules, 2014 in

Form AOC-2 is not applicable to the Company for financial
year 2025-26.

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
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 certificate from Messrs. S. N. Ananthasubramanian
& Co., Company Secretaries, Secretarial Auditors of the
Company, confirming compliance with the conditions of
Corporate Governance as stipulated under the Listing
Regulations, is annexed.

• Going Concern Status

There was no significant 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/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, 9, and 13 to the Financial Statements.
No guarantees were outstanding as at the year end.

• 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
also 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.

• Compliance with Maternity Benefit Act, 1961

Your Company is in compliance with the applicable
provisions of the Maternity Benefit Act, 1961
(now forming part of the Code on Social Security, 2020).

• Employees

The total number of employees as on 31st March, 2026
stood at 3,038.

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 the Section 197(12) of the Act read
with Rule 5(2) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014,
forming part of this Report, is available 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.rtchotels.com/DividendDistributionPolicy.pdf .

• Key Financial Ratios

Key Financial Ratios for the financial year ended

31st March, 2026 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 Indian tourism and hospitality sector remains a key
contributor to the national economy and is well positioned
for sustained long-term growth. The sector continues
to benefit from India’s macroeconomic stability, resilient
domestic demand that has reduced dependence on inbound
travel, a favourable demographic profile, and a sustained
policy focus by the Government on strengthening travel
and tourism infrastructure. Recent initiatives to improve air
connectivity, the commissioning of new expressways, and
announcements relating to high-speed rail corridors are
progressively reducing travel time between destinations and
leading to a wider dispersion of demand across Tier II and
Tier III cities, emerging leisure destinations and prominent
pilgrimage centres. In parallel, the commissioning of modern
convention and exhibition facilities is strengthening India’s
positioning as a global destination for MICE, creating new
growth opportunities for the sector across regions. Evolving
social preferences and a growing inclination towards
curated, experience-led celebrations is driving hotels in India
as preferred wedding destinations. The country’s diverse
landscapes, combined with its rich cultural heritage and
hospitality expertise, positions India as an ideal destination
for hosting large-scale inbound MICE and leisure travellers.

Against this backdrop, ITC Hotels remains committed
to leveraging its over five decades of experience in the
hospitality sector to steadily expand its presence across
India and proximal markets, while maintaining a disciplined

and prudent approach to capital allocation. Your Company’s
well-established brand portfolio, leadership in food and
beverage offerings, strong sustainability credentials, digital-
first initiatives and people-centric culture continue to serve as
key enablers in proactively responding to evolving consumer
preferences and market dynamics.

The continued ramp-up of operations at ITC Ratnadipa at
Colombo, handover of Sapphire Residences, upcoming
owned hotel in Puri, expansion at the Bhubaneswar hotel,
along with new hotel projects announced during the year
at Visakhapatnam in Andhra Pradesh and Yashobhoomi
Complex in New Delhi are expected to drive growth in the
near-to medium-term. The rapid scale-up of the managed
and franchised portfolio, is expected to drive robust growth
in management fees. The Company also remains well
positioned to pursue selective, value-accretive inorganic
growth opportunities, supported by a zero-debt balance
sheet, significant strategic reserves and robust operational
cash flows. In this context, it is pertinent to note that your
Company has, pursuant to the approval of the Board of
Directors dated 15th May’26, signed definitive agreements
for acquisition of a luxury resort in Kumarakom, Keralam - The
Zuri Kumarakom, Kerala Resort & Spa, by way of acquisition
of 100% stake in Zuri Hotels & Resorts Private Limited. The
acquisition will enable your Company to expand its luxury
portfolio in a strategic, high-growth leisure destination -
establishing your Company’s first owned resort in Keralam.

Though the operating environment during the year was
marked by certain external challenges arising from
geopolitical developments and heightened tensions in the
West Asia, India continues to be the fastest-growing major
economy globally and is expected to play an increasingly
influential role in the evolving international economic and
geopolitical landscape.

With just 0.3 hotel keys per thousand people compared
to the global average of 2.2, India remains significantly
underpenetrated in comparison with the global hospitality
industry. India’s macroeconomic stability and sustained
economic growth, favourable demographics, Government’s
thrust on tourism and infrastructure development, rising
disposable incomes, and growing societal aspirations,
position the hospitality sector for rapid growth in the years
ahead.

Your Company is well positioned to craft its next horizon of
growth and long-term value creation by leveraging its iconic
properties, distinct brand architecture, signature culinary
offerings, superior service standards, and world-class talent
pool anchored in its ethos of ‘Responsible Luxury’.

On behalf of the Board

Place: New Delhi S. PURI A. CHADHA

Date: 15th May, 2026 Chairperson Managing Director

(DIN : 00280529) (DIN : 08073567)


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:15th May, 2025 Chairperson Managing Director

(DIN:00280529) (DIN:08073567)

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