Indian Hotels Co Ltd

To the Members,

The Directors take pleasure in presenting the Integrated Annual Report of The Indian Hotels Company Limited (the Company or IHCL) along with the Audited Financial Statements for the Financial Year ended March 31, 2024. The consolidated performance of the Company and its subsidiaries has been referred to wherever required.

1. Financial Results

*Dividend declared in FY 2022-23 and paid during the year under review.

2. Dividend

The Board recommended a dividend of Rs.1.75 per fully paid Equity Share on 1,42,34,32,227 Equity Shares of face value Rs.1each, for the year ended March 31, 2024 (Previous year Rs.1per share) based on the parameters laid down under the Dividend Distribution Policy.

The dividend on Equity Shares is subject to the approval of the Shareholders at the Annual General Meeting (AGM) scheduled to be held on Friday, June 14, 2024. The dividend once approved by the Shareholders will be paid on and after Friday, June 21, 2024.

The dividend on Equity Shares if approved by the Members, would involve a cash outflow of Rs.249.10 crores resulting in a dividend pay-out of 23% of the standalone profits of the Company.

3. Transfer to Reserves

The Board of Directors has decided to retain the entire amount of profit for FY 2023-24 appearing in the Statement of profit and loss.

4. Share Capital

During the year under review, the Company has allotted on a preferential basis 1,32,401 equity shares of face value of Rs.1each to Tata Investment Corporation Limited and 28,99,484 equity shares of face value of Rs.1each to New Vernon Private Equity Limited, for consideration other than cash i.e. Swap of Shares in lieu of further acquisition of equity stake in Piem Hotels Limited. As a result of allotment, the paid-up share capital of the Company increased from Rs.142,04,00,342 (comprising 142,04,00,342 equity shares of Rs.1each) to Rs.1,42,34,32,227 (comprising 1,42,34,32,227 equity shares of Rs.1each). The equity shares so allotted rank pari passu with the existing equity shares of the Company. Except as stated herein, there was no other change in the share capital of the Company

5. Company's performance

Standalone Performance

On a standalone basis, the Total income for FY 2023-24 was Rs.4,590.11 crores, which was higher than the previous year's Total income of Rs.3,811.32 crores by Rs.778.79 crores or 20% due to increased travel and buoyant demand for accommodation, food and beverages, events, conferences and weddings. Operating expenditure increased by 16% to Rs.2,693.40 crores in FY 2023-24 from Rs.2,314.53 crores in the previous year mainly due to increase in business volumes. The Company witnessed robust growth in rates across all its brands accompanied by increase in volumes contributing to higher margins. Depreciation for FY 2023-24 at Rs.228.20 crores was higher than Rs.207.85 crores for FY 2022-23 due to hotel renovations, addition of a new hotel property viz. Ginger Mumbai Airport and additional amortisation on right-of-use assets. Finance costs for FY 2023-24 at Rs.114.88 crores was lower than FY 2022-23 by Rs.13.41 crores due to repayment of debt from proceeds of equity issues raised in FY 2021-22. The Company improved its liquidity position during the year to end with Rs.1,659.51 crores of liquidity having repaid all its outstanding debt. Exceptional loss for the year was Rs.71.05 crores as against Rs.21.68 crores in the previous year mainly due to a provision for impairment due to losses in a overseas subsidiary. After accounting for taxes, the Company reported a Profit after tax for FY 2023-24 of Rs.1,094.93 crores in comparison with Rs.843.03 crores for FY 2022-23.

Consolidated Performance

Consolidated Total Income for FY 2023-24 was Rs.6,951.67 crores, higher by 17% than the previous year's Total Income of Rs.5,948.81 crores. Operating expenditure increased to Rs.4,611.62 crores in FY 2023-24 from Rs.4,005.35 crores in FY 2022-23, an increase of 15% mainly due to increase in business volumes. Depreciation at Rs.454.30 crores for FY 2023-24 was higher than Rs.416.06 crores for FY 2022-23 mainly due to hotel renovations, addition of Ginger Mumbai Airport and additional amortisation on right-of-use assets. Finance costs for FY 2023-24 at Rs.220.22 crores was lower than FY 2022-23 by Rs.15.83 crores due to repayment of debt during the year. Along with the parent company, all subsidiaries, joint ventures and associates registered excellent growth in business volumes and profitability during FY 2023-24. The Group continued its profitable path registering superior performance in every quarter of the year to end the year at record Turnover, EBITDA, EBITDA margins and Profit after Tax. At the consolidated level, EBITDA was 33.66% of turnover at Rs.2,340.05 crores for the year. The Profit after tax attributable to shareholders and non-controlling interests for FY 2023-24 was Rs.1,330.24 crores as against Rs.1,052.83 crores for FY 2022-23. The profit attributable to shareholders of the Company for FY 2023-24 was Rs.1,259.07 crores as against Rs.1,002.59 crores for the previous year. The Group generated its highest-ever free cash flow of more than Rs.1,162 crores during the year and maintained a positive cash position of Rs.2,206 crores at the end of the year.

Borrowings

Total long-term borrowings of the standalone Company stood at Rs.Nil as on March 31, 2024 as against Rs.449.49 crores as on March 31, 2023. Short term borrowings were Rs.Nil as on March 31, 2024 as against Rs.0.59 crores as on March 31, 2023. On a consolidated basis, total long-term borrowings stood at Rs.260.49 crores as on March 31, 2024 as against Rs.784.79 crores as on March 31, 2023. Short term borrowings were HNil as on March 31, 2024 as against Rs.33.47 crores as on March 31, 2023.

Debentures

The Company redeemed 1,500, 7.50% Unsecured Non-Convertible Redeemable Debentures of face value Rs.10 lakhs each aggregating to Rs.150 crores on April 21, 2023 and 3,000, 7.95% Unsecured Non-Convertible Redeemable Debentures of face value Rs.10 lakhs each aggregating to Rs.300 crores on June 5, 2023.

Credit Ratings

For the year under review, the Company's credit rating was revised by CARE Ratings to 'AA+' outlook Stable from 'AA' outlook Positive. As on March 31, 2024 the Company had the following credit ratings:

- CARE Ratings - Long Term/Short Term Banking Facilities (Non-fund-based limits) of Rs.290 crore and (Fund based limits) of Rs.103 crore are rated as CARE AA+ (Outlook: Stable) and CARE A1+, respectively, and

- ICRA Ratings - Long Term Banking Facilities (Fund based limit) of Rs.15 crore and Short Term Banking Facilities (Fund based limit) of Rs.15 crore are rated as [ICRA] AA+ (Outlook: Stable) and [ICRA] A1+, respectively.

Capital Expenditure

During FY 2023-24, the Company's outlay towards capital expenditure was Rs.364.20 crores for the standalone Company and Rs.636.96 crores at the consolidated level.

Business Overview

An analysis of the Business and Financial Results are given in the Management Discussion and Analysis, which forms a part of the Annual Report.

6. Subsidiary Companies

The Company has 32 subsidiaries, 6 associates and 6 joint venture companies as on March 31, 2024. There has been no material change in the nature of the business of the subsidiaries.

During the year under review, three new companies were incorporated:

- Demeter Specialities Pte. Ltd. was incorporated as a Wholly Owned Subsidiary of IHOCO BV on May 26, 2023 for operating the Bombay Brasserie Restaurant in Singapore

- IH Hospitality GmbH was incorporated as a Wholly Owned Subsidiary of IHOCO BV on November 3, 2023 in connection with the operation of a proposed Hotel in Frankfurt, Germany.

- Nekta Food Solutions Limited was incorporated as a Wholly Owned Subsidiary of Taj SATS Air Catering Limited on November 16, 2023, for undertaking institutional catering, event catering, catering to quick service restaurants and allied catering businesses.

Pursuant to the provisions of Section 129(3) of the Companies Act 2013 (the Act), a statement containing the salient features of financial statements of the Company's subsidiaries in Form No. AOC-1 is attached to the financial statements of the Company. Further, pursuant to the provisions of Section 136 of the Act, the financial statements of the Company, consolidated financial statements along with relevant documents and separate audited financial statements in respect of subsidiaries, are available on the website of the Company at https://investor.ihcltata.com/AGM- FY2024.

7. Directors' Responsibility Statement

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, the work performed by the internal, statutory and secretarial auditors and external consultants, including the audit of internal financial controls over financial reporting by the statutory auditors and the reviews performed by management and the relevant Board Committees, including the Audit and Compliance Committee, the Board is of the opinion that the Company's internal financial controls were adequate and effective during FY 2023-24.

Pursuant to Section 134(5) of the Act, the Board of Directors, to the best of its knowledge and ability, confirm that:

i. In the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures;

ii. They have 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 the Company at the end of the Financial Year and of the profit of the Company for that period;

iii. They have 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 the Company and for preventing and detecting fraud and other irregularities;

iv. They have prepared the annual accounts on a going concern basis;

v. They have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively;

vi. They have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

Re-appointment of Directors

In accordance with the requirements of the Act and the Company's Articles of Association, Mr. Puneet Chhatwal (DIN: 07624616) retires by rotation and being eligible, offers himself for re-appointment.

Mr. Nasser Munjee (DIN: 00010180), Ms. Hema Ravichandar (DIN: 00032929) and Mr. Venkataramanan Anantharaman (DIN: 01223191), were appointed as Independent Directors of the Company by the Members at the 119^th AGM of the Company, for a period of five consecutive years commencing from August 5, 2019 to August 4, 2024 in terms of the provisions of Section 149 of the Act and Regulations 17 and 25 of SEBI Listing Regulations. Accordingly, their first term of five years as Independent Directors of the Company, is due to expire on August 4, 2024 and they are eligible for re-appointment as Independent Directors on the Board of the Company for a second term subject to the approval of the Members by a Special Resolution.

The Nomination and Remuneration Committee (NRC) after considering the, (1) performance evaluation of Mr. Nasser Munjee, Ms. Hema Ravichandar and Mr. Venkataramanan Anantharaman as Members of the Board/Committees, (2) their contribution in Board/ Committee meetings and (3) their skills, background and experience, recommended to the Board their re-appointment as Independent Directors of the Company. Based on the recommendations of the NRC, the Board re-appointed them as Independent Directors, not liable to retire by rotation, subject to approval of the Members by way of Special Resolution at the ensuing AGM of the Company, to hold office as under:

- Mr. Nasser Munjee for a second term commencing from August 5, 2024 up to November 18, 2027 (both days inclusive), in accordance with the Company's Governance Guidelines on retirement age of Directors.

- Ms. Hema Ravichandar and Mr. Venkataramanan Anantharaman for a second term of five years commencing from August 5, 2024 up to August 4, 2029 (both days inclusive).

The resolutions seeking shareholders' approval for their re-appointment forms part of the Notice.

Retirement of Directors

During the year under review Mr. Mehernosh Kapadia (DIN: 00050530), has retired as Non-Executive, Non-Independent Director of the Company w.e.f. close of business hours on May 22, 2023, on attaining the age of retirement as per the Governance Guidelines adopted by the Company. The Board places on record its appreciation for the invaluable contribution and guidance provided by him to the Company over the years.

Independent Directors

In terms of Regulation 25(8) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI Listing Regulations), the Independent Directors have confirmed that they are not aware of any circumstance or situation, which exists or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgement and without any external influence. Based upon the declarations received from the independent Directors, the Board of Directors has confirmed that they meet the criteria of Independence as mentioned under Section 149(6) of the Act and Regulation 16 (1)(b) of SEBI Listing Regulations and that they are Independent of the Management. In the opinion of the Board, there has been no change in the circumstances affecting their status as Independent Directors of the Company and the Board is satisfied of the integrity, expertise, and experience (including proficiency in terms of Section 150(1) of the Act and applicable rules thereunder) of all Independent Directors on the Board. Further in terms of Section 150 read with Rule 6 of the Companies (Appointment & Qualification of Directors) Rules, 2014, as amended, the Independent Directors of the Company have registered their names in the data bank of Independent Directors maintained with the Indian Institute of Corporate Affairs.

During the year under review, the Non-Executive Directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees and commission and reimbursement of expenses incurred by them for the purpose of attending meetings of the Board/ Committees of the Company.

Key Managerial Personnel ('KMP')

Mr. Giridhar Sanjeevi was due to superannuate from the services of the Company w.e.f December 31, 2023. Basis the approval of the Board, Mr. Giridhar Sanjeevi, continues to be associated with the Company as Executive Vice President & Chief Financial Officer and KMP in terms of Section 203 of the Companies Act, 2013, for a further period of up to six months i.e., until June 30, 2024. Mr. Giridhar Sanjeevi has been a key member of the IHCL leadership team and an integral part of the organisation's growth story. He has lead the Finance function, including through the difficult pandemic period, led the capital raising efforts while, managed costs and fostered strong relations with domestic and foreign institutional investor community. He has been instrumental in embedding an effective financial framework that supports the business, aligning resources to achieve shared objectives and unlocking significant value for IHCL. The Board places on record its appreciation for the invaluable contribution and guidance provided by him during his tenure as Chief Financial Officer of the Company.

Mr. Ankur Dalwani was appointed as the Chief Financial Officer (Designate) of the Company, effective December 01, 2023 who will subsequently take over as whole-time Chief Financial Officer and KMP from Mr. Giridhar Sanjeevi, effective July 01, 2024. Ankur brings in a wealth of experience, having worked for over 26 years in Corporate Finance, Strategy, Mergers & Acquisitions and Business roles across real estate, hospitality, infrastructure & financial services sectors.

Prior to joining IHCL he was part of the Group CFO's Office - Tata Sons, where, as Senior Vice President, he worked closely with group companies on strategic business matters and financial direction including value enhancement strategies and business performance management. He is also a Member of the Board of Directors of Tata Realty and Infrastructure Limited and Tata Housing Development Company Limited. Ankur holds a B.E. (Civil) degree from NIT, Rourkela and a PGDBM (Finance) from S. P. Jain Institute of Management & Research.

Pursuant to the provisions of Section 203 of the Act, the Key Managerial Personnel of the Company as on March 31, 2024 are:

- Mr. Puneet Chhatwal - Managing Director & Chief Executive Officer

- Mr. Giridhar Sanjeevi - Executive Vice President & Chief Financial Officer

- Mr. Beejal Desai, Executive Vice President - Corporate Affairs & Company Secretary (Group)

9. Number of Meetings of the Board

Four meetings of the Board were held during the year under review. For details of meetings of the Board, please refer to the Corporate Governance Report, which forms a part of the Annual Report.

10. Board Evaluation

The Board of Directors has carried out an annual evaluation of its own performance, board committees, and individual Directors pursuant to the provisions of the Act and SEBI Listing Regulations.

The performance of the Board was evaluated by the Board after seeking inputs from all the Directors on the basis of criteria such as the board composition and structure; degree of fulfilment of key responsibilities towards stakeholders (by way of monitoring corporate governance practices, participation in the long-term strategic planning, etc.); effectiveness of board processes, information and functioning, etc.; extent of co-ordination and cohesiveness between the Board and its Committees; and quality of relationship between board Members and the management.

The performance of the Committees was evaluated by the Board after seeking inputs from the Committee Members on the basis of criteria such as the composition of committees, effectiveness of committee meetings, etc. The above criteria are broadly based on the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India (SEBI) on January 5, 2017.

In a separate meeting of Independent Directors, performance of Non-Independent Directors, the Board as a whole and the Chairman of the Company was evaluated, taking into account the views of Executive Director and Non-Executive Directors. The Board and the (NRC) reviewed the performance of individual Directors on the basis of criteria such as the contribution of the individual Director to the Board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution within and outside the meetings, etc. In the Board

Meeting that followed the meeting of the Independent Directors and meeting of NRC, the performance of the Board, its Committees, and individual Directors was also discussed. Performance evaluation of Independent Directors was done by the entire Board, excluding the Independent Director being evaluated.

Selection and procedure for nomination and appointment of Directors

The NRC is responsible for developing competency requirements for the Board based on the industry and strategy of the Company. The Board composition analysis reflects in-depth understanding of the Company, including its strategies, environment, operations, financial condition and compliance requirements. The NRC conducts a gap analysis to refresh the Board on a periodic basis, including each time a director's appointment or re-appointment is required. The NRC reviews and vets the profiles of potential candidates vis-a-vis the required competencies, undertakes due diligence and meeting potential candidates, prior to making recommendations of their nomination to the Board.

Criteria for determining qualifications, positive attributes and independence of a Director

In terms of the provisions of Section 178(3) of the Act, and Regulation 19 of the SEBI Listing Regulations, the NRC has formulated the criteria for determining qualifications, positive attributes and independence of Directors, the key features of which are as follows:

- Qualifications-The Board nomination process encourages diversity of thought, experience, knowledge, age and gender. It also ensures that the Board has an appropriate blend of functional and industry expertise.

- Positive Attributes-Apart from the duties of Directors as prescribed in the Act, the Directors are expected to demonstrate high standards of ethical behaviour, communication skills and independent judgement. The Directors are also expected to abide by the respective Code of Conduct as applicable to them.

- Independence-A Director will be considered independent if he/she meets the criteria laid down in Section 149(6) of the Act, the Rules framed thereunder and Regulation 16(1)(b) of the SEBI Listing Regulations.

The Company's policy on directors' appointment and remuneration and other matters provided in Section 178(3) of the Act is available on https://investor. ihcltata.com/files/Policy on Board Diversity and Director Attributes.pdf and https://investor.ihcltata. com/files/Remuneration policy Directors KMP and other employees.pdf

12. Vigil Mechanism

Your Company believes in the conduct of the affairs of its constituents in a fair and transparent manner by adopting the highest standards of professionalism, honesty, integrity and ethical behaviour. In line with the TCoC, any actual or potential violation, howsoever insignificant or perceived as such, would be a matter of serious concern for the Company. The role of the employees in pointing out such violations of the TCoC cannot be undermined.

In accordance with Section 177(9) of the Act and Regulation 22 of the SEBI Listing Regulations, the Company has established the necessary vigil mechanism that provides a formal channel for all its directors, employees and other stakeholders to report concerns about any unethical behaviour, actual or suspected fraud or violation of the Company's Code of Conduct. The details of the policy have been disclosed in the Corporate Governance Report, which forms a part of the Annual Report and is also available on https://investor.ihcltata.com/files/IHCL Whistle Blower Policy.pdf

13. Internal Financial Control Systems and their Adequacy

The Company's internal control systems are commensurate with the nature of its business, the size and complexity of its operations and such internal financial controls with reference to the Financial Statements are adequate.

The details in respect of internal financial control and their adequacy are included in the Management Discussion and Analysis, which forms a part of the Annual Report.

14. Committees of the Board

a. Audit and Compliance Committee

b. Nomination and Remuneration Committee

c. Corporate Social Responsibility and Sustainability (ESG) Committee

d. Risk Management Committee

e. Stakeholders' Relationship Committee

During the year under review, all recommendations of the Committees were approved by the Board. The details including the composition of the Committees including attendance at the Meetings and terms of reference are included in the Corporate Governance Report, which forms a part of the Annual Report.

15. Corporate Social Responsibility

The brief outline of the Corporate Social Responsibility (CSR) policy of the Company and the initiatives undertaken by the Company on CSR activities during the year under review are set out in Annexure I of this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014. For other details regarding the CSR and Sustainability (ESG) Committee, please refer to the Corporate Governance Report, which is a part of the Annual report. The CSR policy is available on https://investor.ihcltata.com/ files/CSR-Policy-IHCL.pdf

16. Auditors

Statutory Auditor and Statutory Auditor's Report

At the 121^st AGM of the Company held on June 30, 2022, the Members approved the re-appointment of B S R & Co. LLP, Chartered Accountants (Firm Registration No. 101248W/W-100022) as the Statutory Auditors of the Company to hold office for a second term of five consecutive years, from the conclusion of the 121^st AGM till the conclusion of the 126^th AGM of the Company to audit and examine the books of account of the Company.

The Statutory Auditors' Report on the Financial Statements of the Company for FY 2023-24 does not contain any qualifications, reservations, adverse remarks or disclaimer.

The Statutory Auditors of the Company have not reported any fraud as specified under Section 143(12) of the Act, in the year under review.

Secretarial Auditor and Secretarial Auditor's Report

In terms of Section 204 of the Act and Rules made thereunder, Neville Daroga & Associates, Practicing Company Secretary (C.P. No. 3823) were appointed as Secretarial Auditors of the Company to conduct the Secretarial Audit of records and documents of the Company for FY 2023-24 and their report is annexed as Annexure II to this report. The Secretarial Auditor's Report does not contain any qualifications, reservations, adverse remarks or disclaimer.

Pursuant to Regulation 24A (1) of the SEBI Listing Regulations, the secretarial audit report of Taj SATS Air Catering Limited, the Company's material unlisted Indian subsidiary for FY 2023-24, is attached as Annexure III.

Cost Auditors

Maintenance of cost records as specified by the Central Government under Section 148 (1) of the Act is not applicable to the Company.

17. Risk Management

The Board of Directors of the Company has formed a Risk Management Committee to frame, implement and monitor the risk management plan for the Company. The Committee is responsible for monitoring and reviewing the risk management plan and ensuring its effectiveness. The Audit and Compliance Committee has additional oversight in the area of financial risks and controls. The major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. The development and implementation of risk management policy has been covered in the Management Discussion and Analysis which forms a part of the Annual Report.

18. Particulars of Loans, Guarantees or Investments

The Company falls within the scope of the definition 'infrastructure company' as provided by the Act. Accordingly, the Company is exempt from the provisions of Section 186 of the Act with regards to Loans, Guarantees, Securities provided and Investments. Therefore, no details are provided.

19. Related Party Transactions

In line with the requirements of the Act and the SEBI Listing Regulations, as amended, the Company has formulated a Policy on Related Party Transactions for identifying, reviewing, approving and monitoring of Related Party Transactions and the same can be accessed on the Company's website at https:// investor.ihcltata.com/files/Policy on Related Party Transactions.pdf

During the year under review, all Related Party Transactions that were entered into were in the Ordinary Course of Business and at Arms' Length Basis. All transactions entered into with related parties were approved by the Audit and Compliance Committee. None of the transactions with related parties are material in nature or fall under the scope of Section 188(1) of the Act. 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, as amended, in Form AOC-2 is not applicable to the Company for FY 2023-24 and hence the same is not provided.

20. Annual Return

As provided under Section 92(3) and 134(3)(a) of the Act, the Annual Return in Form MGT-7 for FY 2023-24 is available on the website of the Company at https:// investor.ihcltata.com/AGM-FY2024

21. Particulars of Employees

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, are annexed to this report as Annexure IV.

In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Rules, a statement showing the names and other particulars of employees drawing remuneration in excess of the limits set out in the said Rules forms part of this report. Further, the report and the annual accounts are being sent to the Members excluding the aforesaid statement. In terms of Section 136 of the Act, the said statement will be open for inspection upon request by the Members. Any Member interested in obtaining such particulars may write to the Company Secretary at investorrelations@ihcltata.com.

22. Disclosure Requirements

As per SEBI Listing Regulations, the Corporate Governance Report with the Practicing Company Secretary's Certificate thereon, and the Management Discussion and Analysis are attached as a separate section which forms a part of the Annual Report.

Pursuant to Regulation 34(2) (f) of the SEBI Listing Regulations and its Circular dated May 10, 2021, the Company has provided the Sustainability Report (BRSR) which indicates the Company's performance against the principles of the 'National Guidelines on Responsible Business Conduct'. This would enable the Members to have an insight into environmental, social and governance initiatives of the Company.

As per Regulation 43A of the SEBI Listing Regulations, the Dividend Distribution Policy is disclosed in the Corporate Governance Report and is uploaded on the Company's website at https://investor.ihcltata.com/ files/IHCL Dividend Distribution Policy.pdf

The Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems are adequate and operating effectively.

23. Deposits from Public

The Company does not accept and/or renew Fixed Deposits from the general public and shareholders. There were no over dues on account of principal or interest on public deposits including the unclaimed deposits at the end of FY 2023-24 (Previous year HNil).

24. Particulars of Energy Conservation, Technology Absorption and Foreign Exchange Earnings and Outgo [Pursuant to Companies (Accounts) Rules, 2014]

A. Conservation of Energy: The Company has a longstanding history of stewardship through efficient management of all its assets and resources. The Company's conscious efforts are aligned with the Tata ethos of keeping communities and environment at the heart of doing business. In line with IHCL's commitment to safeguard the environment, we have been the flagbearers of responsible tourism through elimination of two million plastic straws across all our properties. Our renewable energy proportion has improved to 35% from 14% in the past six years. We have shifted to renewable power at several of our properties. Green power is sourced on the basis of long-term power purchase agreements to ensure stability of prices and supplies, with the generation sources being a mix of wind and solar. IHCL has also partnered with Tata Power to install EV charging stations at over 200 IHCL properties. This will help to reduce range anxiety for guests with EV vehicles and also play a role in lowering the overall carbon footprint of the country, as IHCL properties occupy prime locations in cities. In this rapidly transforming world, our sustainability goals will certainly evolve as our industry grows and as per the needs arising in the society.

B. Technology Absorption: There is no material information on technology absorption to be furnished. The Company continues to adopt and use the latest technologies to improve the efficiency and effectiveness of its business operations. IHCL has collaborated with IFC Tech Emerge towards piloting sustainable cooling technology. Nine projects have been rolled out across six hotels.

C. Foreign Exchange Earnings and Outgo:

- Earnings: Rs.767.29 crores (Previous Year Rs.387.63 Crores)

- Outgo: Rs.99.56 crores (Previous Year Rs.80.02 Crores)

25. Material changes and commitment affecting the financial position of the Company

There are no material changes affecting the financial position of the Company subsequent to the close of FY 2023-24 till the date of this report.

26. Significant and material orders passed by the regulators

During the year under review, no significant material orders were passed by the Regulators or Courts or Tribunals impacting the going concern status and the Company's operations. However, Members' attention is drawn to the Statement on Contingent Liabilities and Commitments in the Notes forming part of the financial statements.

27. Proceedings under Insolvency and Bankruptcy Code, 2016

During the year under review, there were no proceedings that were filed by the Company or against the Company, which are pending under the Insolvency and Bankruptcy Code, 2016, as amended, before National Company Law Tribunal or other Courts.

28. Valuation

During the year under review, there were no instances of onetime settlement with any Banks or Financial Institutions.

29. Disclosures in relation to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (POSH Act)

The Company has always believed in providing a safe and harassment-free workplace for every individual working in the Company. The Company has complied with the applicable provisions of the POSH Act, and the rules framed thereunder, including constitution of the Internal Complaints Committee. The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of the POSH Act and the same is available on the Company's website at https://investor.ihcltata. com/files/INDHOTEL POSH Policy.pdf

Status of complaints as on March 31, 2024:

*Received in the last week of March 2024 and resolved since.

30. Integrated Report

With the corporate landscape rapidly evolving, Integrated Reporting has been an ideal tool to explore value creation. The Company being an iconic brand, has voluntarily provided Integrated Report, which encompasses both financial and non-financial information to enable the Members to take well informed decisions and have a better understanding of the Company's long-term perspective.

The Company has progressed in the journey of Integrated Reporting and is focused on driving more authentic, comprehensive and meaningful information about all aspects of the Company's performance and value creation story delivering benefits for both internal and external stakeholders.

The Report also touches upon aspects such as organisation's strategy, governance framework, performance and prospects of value creation based on the six forms of capital viz. financial capital, manufactured capital, intellectual capital, human capital, social and relationship capital and natural capital.

31. Acknowledgement

The Directors thank the Company's customers, vendors, investors, lenders, partners and all other stakeholders for their continuous support.

The Directors also thank the Government of India, Governments of various states in India, Governments of various countries and concerned Government departments and agencies for their co-operation.

The Directors appreciate and value the contribution made by all our employees and their families and the contribution made by every other member of the IHCL family, for making the Company what it is.