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Products & Services    >   Company Profile   >   Directors Report
ITC Hotels Ltd
Industry : Hotels
BSE Code:544325NSE Symbol:ITCHOTELSP/E :39.79
ISIN Demat:INE379A01028Div & Yield %:0EPS :4.3
Book Value:57.0928127Market Cap (Rs.Cr):35639.72Face Value :1

&

Management Discussion and Analysis

For the Financial Year ended 31st March, 2026

MACRO-ECONOMIC ENVIRONMENT y Global Economy

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.

y 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- termpressures,theIndianeconomycontinuestodemonstrate 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 y 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.

y 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 impactedbygeopoliticaltensions,aviationrelateddisruptions, 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 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 fivedecades 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 aGreatPlace 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.

y 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 Cond? 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 Cond? 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 Cond? 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.

y 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.

y 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.

y 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.

in crores

Particulars

For the year ended 31st March, 2026 For the year ended 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 (VII-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 summary of Total Income is provided in the table below: in crores

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 1847.73 crores, reflecting an increase of 8% from the previous year. Overall occupancy stood at 74%, rising by 128 bps, and ADRs reached 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 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 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 164.25 crores and 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 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 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.

in crores

in crores

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

in crores

Particulars

For the year ended 31st March, 2026 For the year ended 31st March, 2025 % change
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

in crores

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

in crores

Particulars

For the year ended 31st March, 2026 For the year ended 31st March, 2025 % change
Depreciation and amortization expense 293.66 297.30 -1%

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

in crores

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

in crores

Particulars

For the year ended 31st March, 2026 For the year ended 31st March, 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

in crores

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

in crores

in crores

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 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 1 per share for the financial year ended 31st March, 2026. Total cash outflow on account of Dividend will be 208.30 crores.

PROFITS AND RETAINED EARNINGS

31st March, 2026 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

31st December, 2024 has not been considered under Retained Earnings.

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

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 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.

in crores

in crores
For the year ended 31st March, 2026 For the year ended 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 Profitforthe 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 full 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 year of operations, achievedpositiveEBITDA in its first 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 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 54.01 Cr. (previous year 47.49 Cr.) and Net Profit of 14.98 Cr. (previous year 14.44 Cr). Total Comprehensive Income for the year stood at 14.67 Cr. (previous year 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 94.36 crores (previous year: 80.94 crores) and Net Profit of 13.66 crores (previous year: 9.59 crores). Total Comprehensive Income for the year stood at 13.81 crores (previous year: 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 70.89 crores (previous year: 65.62 crores) and Net Profit of 23.78 crores (previous year: 17.30 crores). Total Comprehensive Income for the year stood at 23.96 crores (previous year: 17.23 crores).

The Board of Directors of the company has recommended a dividend of 50 per Equity Share of 10 each for the year ended 31st March, 2026 (previous year 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 4.55 crores (previous year 4.36 crores) and Net Profit of 3.37 crores (previous year: 3.30 crores). Total Comprehensive Income for the year stood at 3.41 crores (previous year: 3.30 crores).

The Board of Directors of the company has recommended a dividend of 500 per Equity Share of 100 each for the year ended 31st March, 2026 (previous year 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 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 6.87 crores (previous year 8.04 crores) and Net Profit of 0.46 crore (previous year

0.94 crore). Total Comprehensive Income for the year stood at 0.38 crore (previous year 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 5.50 per Equity Share of 10 each for the financial year ended 31st March 2026, subject to shareholder approval (previous year: 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 3 per Equity Share of 10 each for the year ended 31st March, 2026 (previous year 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 halfoftheyearasaconsequenceof geopolitical & 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 identifiedrisks 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 (IoT), advanced

Data Analytics, ArtificialIntelligence 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, 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 efficientconduct 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

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 ‘ITC Hotels', ‘Mementos', ‘Welcomhotel' & ‘Storii'), showcasing a high customer satisfaction index. of 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

y 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.

y 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

. y Number of Board Meetings

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

y 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.

y 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.

y 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.

y 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

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.

y 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 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 2,08,29,76,309/- divided into 2,08,29,76,309 Equity Shares of 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 FY 2025-26. 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 from Messrs. S. N. Ananthasubramanian 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 Board of Directors of your Company, as aforestated.

OTHER INFORMATION y Compliance with the conditions of Corporate Governance

The certificate & Co., Company Secretaries, Secretarial Auditors of the Company, confirmingcompliance with the conditions of Corporate Governance as stipulated under the Listing Regulations, is annexed.

y Going Concern Status

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

y Annual Return

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

y 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.

y 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.

y 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.

y 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).

y 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, the forming part of this Report, is available on the Company's website www.itchotels.com.

   

             SEBI Common Reg. No. INZ000206338          MAPIN NO:10014845        CDSL : IN-DP-CDSL-291-2005
MERCHANT BANKING REGISTRATION NO : NM000011575
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