ITC Hotels Ltd

Your Directors

Mr. Sanjiv Puri (62), DIN: 00280529, was appointed as the Chairperson & Non-Executive Director of the Company with effect from 24th April, 2024. He is an alumnus of the Indian Institute of Technology Kanpur, and the Wharton School of Business, USA.

Mr. Puri is the Chairperson & Managing Director of ITC Limited (‘ITC'). He joined ITC in January 1986 and during his career of close to four decades at ITC and its subsidiaries, he has held several business leadership positions and handled a wide range of responsibilities in manufacturing, operations and information & digital technology. He also served as the Managing Director of ITC Infotech India Limited, a wholly owned subsidiary of ITC, from May 2006 to August 2009, and that of Surya Nepal Private Umited, a joint venture subsidiary company of ITC in Nepal, between October 2001 and April 2006.

Mr. Puri is the Immediate Past President of CM, the apex business and industry association in the country. He is the Chairman of the Board of Governors of the Indian Institute of Technology Gandhinagar, and Chairman of the Advisory Council of the CM ITC Centre of Excellence for Sustainable Development. He is a Director on the Board of US-India Strategic Partnership Forum, Member of the BRICS Business Council - India Chapter, and also a Member of the Governing Body of the National Council of Applied Economic Research.

Mr. Puri has served as the Chairman of the Expert Group constituted by the Fifteenth Finance Commission of the Government of India to promote agri-exports and a Member of the technology discussion group ‘Farm to Table - driving India's agriculture sector digitally' constituted by the NITI Aayog. He was also the Chairman of the ‘Action Council on ESG in Business' under the aegis of Business 20 India, the official dialogue forum with the global business community as part of India's G20 Presidency, as well as the Co-Chair of the ‘Business Commission to Tackle Inequality' set up by the World Business Council for Sustainable Development, Geneva.

During the year, Mr. Puri was conferred with the ‘AIMA - JRD TATA Corporate Leadership Award' by the All India Management Association (AIMA), and ‘Sir Jehangir Ghandy Medal for Industrial and Social Peace' by XLRI Jamshedpur. In 2024, he was honoured with the ‘Business Leader of the Year Award' by the AIMA, ‘Best CEO Award' by Business Today, and ‘Transformational Leader Award 2022-23' by the Asian Centre for Corporate Governance and Sustainability; he also featured in the list of ‘India's Best CEOs 2024' in the ‘Diversified Conglomerate' category published by Fortune India. He has earlier been conferred with the ‘IMPACT Person of the Year Award, 2020' by exchange4media, a leading online news platform, ‘Distinguished Alumnus Award of the year 2018' by the Indian Institute of Technology Kanpur, and was also bestowed with an Honorary Doctorate by the XIM University, Bhubaneswar.

Mr. Kamal Bali (66), DIN: 00688141, was appointed as an Independent Director of the Company with effect from 14th December, 2024.

An engineering graduate from the Indian Institute of Technology Roorkee and an alumnus of St. Joseph's Academy Dehradun, Mr. Bali began his professional career as a management trainee with the Eicher Group in 1981. He has an illustrious career spanning nearly four decades in the automotive industry. Prior to spearheading the Volvo Group India as its Managing Director, he has worked with leading Indian and multi-national organisations such as Escorts, SAME Deutz Fahr etc., in senior executive positions.

Mr. Bali is presently a Member of the Board of Governors of the Indian Institute of Technology Gandhinagar, and of the Governing Board of Shri Dharmasthala Manjunatheshwara Institute for Management Development, Mysuru. He is also an Invitee Member on the Board of Governors of XIM University, Bhubaneswar.

In December 2019, Mr. Bali was knighted with one of Sweden's highest honour in the Royal Order of the Polar Star, Commander by their Majesties, the King and Queen of Sweden. He is recipient of the prestigious ‘2019 Machinist Lifetime Achievement Award' by the Times of India Group and was also felicitated with the ‘Bharat Ratna Sir M. Visvesvaraya Memorial Award 2023' by the Governor of Karnataka and the ‘Economic Times Inspiring CEO 2021 Award' by the Economic Times.

Federation of European Non-Executive Director

Business in India

Dr. Indu Bhushan (64), DIN: 09302960, was appointed as an Independent Director on the Board of the Company with effect from 14th December, 2024.

Dr. Bhushan is a retired IAS Officer (1983 batch) with over four decades of experience across governance, global development and health systems. He holds Degrees of Doctorate of Philosophy in Health Economics and Masters in Health Sciences from the Johns Hopkins University, USA, besides being a Chartered Financial Analyst from the CFA Institute, USA. He is an alumnus of the Indian Institute of Technology Banaras Hindu University (‘IIT - BHU') and Indian Institute of Technology Delhi, from where he completed his B. Tech in Electrical Engineering and Post Graduate Diploma in Control, Systems and Instrumentation, respectively.

Dr. Bhushan began his career in the Indian Administrative Service in Uttar Pradesh and Rajasthan. He has also worked as a senior economist with the World Bank Group in Washington D.C., and then joined the Asian Development Bank (‘ADB'), Manila, where he held several leadership roles, including Director General of East Asia and Strategy & Policy Departments. After ADB, he served as the founding Chief Executive Officer of Ayushman Bharat Pradhan Mantri Jan Arogya Yojana.

Dr. Bhushan is the recipient of numerous accolades including the ‘Population Award' from the Government of Vietnam, the ‘Global Achievement Award' from Johns Hopkins University, the ‘E-Governance Gold Medal' from the Government of India, and the Distinguished Alumnus Award from IIT - BHU.

Mr. Supratim Dutta (58), DIN: 01804345, was appointed as a Non-Executive Director of the Company with effect from 24th April, 2024.

Mr. Dutta is the Wholetime Director & Chief Financial Officer (‘CFO') of ITC. A qualified Chartered Accountant and Cost Accountant, Mr. Dutta joined ITC in November 1990. In a career spanning over three decades at ITC, he has held various senior roles in the finance function, both at the business and corporate level. Before becoming the CFO,

he held the position of the Corporate Financial Controller of ITC. He has handled various aspects of finance including Planning, Treasury, M&A, Accounting, Taxation, Information Technology, Investor Relations and business strategy. He has also served as a Member of fhe World Business Council for Sustainable Development CFO Network.

Mr. Dutta is a Member of the Cl I National Committee on Financial Reporting. During the year, he was honoured with the ‘Group CFO of the Year - Large Enterprise Award' at the Economic Times CFO Awards 2025.

Surya Nepal Private Umited^# Non-Executive Director

WelcomHotels Lanka Non-Executive Director

(Private) Limited *

Committee Membership of other entities

Mr. Mukesh Gupta (63), DIN: 06638754, was appointed as an Independent Director on the Board of the Company with effect from 26th November, 2024.

Mr. Gupta holds a Bachelors Degree in Science and a Masters Degree in Business Administration (Human Resources).

Mr. Gupta joined the Life Insurance Corporation of India (‘LIC') as a Direct Recruit Officer in 1984 and retired as its Managing Director on 30th September, 2021. During his long tenure of 37 years, he worked across diverse set of roles building multi dimensional experience in different capacities, especially in Insurance and Marketing. He has held prominent positions in the Corporate Office and five major zones of LIC, including Executive Director (Personnel) and Executive Director (Bancassurance) at Corporate Office, Marketing Manager of Bikaner Division, Senior Divisional Manager of two Divisions viz., Amritsar and Hyderabad, Regional Manager (Bancassurance & Alternate Channels) of LIC's South Central Zone, Regional Manager (Marketing) of Western Zone, and Zonal Manager of the Central Zone.

Mr. Tablesh Pandey (59), DIN: 10119561, was appointed as a Non-Executive Director on the Board of the Company with effect from 14th December, 2024.

Mr. Pandey holds a B. Tech Degree in Agricultural Engineering and is an Associate Member of the Institute of Actuaries of India.

Mr. Pandey retired as the Managing Director of LIC on 31st May, 2025. During his career at LIC of more than 36 years, he has held several key positions notably as Regional Manager (IT) in the Central, East Central, and South Zones. In May 2015, he joined the Central Office in Mumbai, serving initially as Secretary (Actuarial) and subsequently as Secretary (Pension and Group Schemes). He has also held positions of Zonal Manager (Ordinary Scale), Chief (Actuarial), Chief (Pension and Group Schemes), Zonal Manager (Selection Scale), Executive Director (Investment-mid Office) and Executive Director (Enterprise Risk Management).

Life Insurance Corporation (Nepal) Non-Executive Director Limited *

Mr. Prathivadibhayankara Rajagopalan Ramesh (70), DIN: 01915274, was appointed as a Non-Executive Director of the Company with effect from 30th April, 2024, and as an Independent Director with effect from 26th November, 2024.

Mr. Ramesh, a Commerce Graduate from the Osmania University, Hyderabad, and a Fellow Member of the Institute of Chartered Accountants of India (‘ICAI'), has over 40 years of experience in the accounting profession. He has served as the Chairman of Deloitte India and also as a Member of Deloitte Global Board and Deloitte Asia Pacific Board.

Mr. Ramesh has been associated with various regulatory & industry bodies and the ICAI. He was a Member of Securities and Exchange Board of India's (‘SEBI') High Powered Advisory Committee dealing with settlements of enforcement actions, SEBI Committee on Disclosures and Accounting Standards, Insurance Regulatory and Development Authority of India - Standing Committee on Accounting Issues and the Committee for Reforming the Regulatory Environment for doing Business in India set up by the Ministry of Corporate Affairs, Government of India.

Mr. Ramesh is an empanelled expert on International Financial Reporting Standards with the International Monetary Fund, Chairman of the Insolvency Research Foundation, and Member of the Committees on Corporate Governance and Regulatory Affairs of Cl I.

Ms. Vrinda Sarup (68), DIN: 03117769, was appointed as an Independent Director on the Board of the Company with effect from 26th November, 2024.

A Masters in History from Delhi University, she is a retired IAS Officer with administrative experience of more than 38 years. She joined the Indian Administrative Service in 1981 and was the Secretary - Food and Public Distribution and also Union Secretary - School Education and Literacy in the Government of India. She has held eminent positions in the Government of Uttar Pradesh including posts of Principal Secretary - Finance and Principal Secretary - Technical & Vocational Education. She has worked closely with various International Organisations including the World Bank, Department of International Development of U.K., UNICEF, the European Union and the World Food Programme.

She is currently the Managing Trustee of the World Food Programme Trust for India.

Mr. Rajendra Kumar Singhi (60), DIN: 00009931, was appointed as a Non Executive Director of the Company with effect from 24th April, 2024.

Mr. Singhi is the Executive Vice President and Company Secretary of ITC. He is a Fellow Member of the Institute of Company Secretaries of India (‘ICSI') and a Law Graduate. He joined ITC in August 1988 and has close to four decades of experience in corporate laws and governance related matters.

Mr. Singhi is a Member of the Cll - National Committee on Regulatory Affairs. He has been the Chairman of the Corporate Governance Committee of The Bengal Chamber of Commerce and Industry, Co Chairman of the Governance Committee of the Cll Eastern Region, and a Member of the Secretarial Standards Board of ICSI. In 2020-21, he was awarded with the ‘Governance Professional of the Year Award' by ICSI for his contribution towards adoption of effective governance processes in ITC.

Mr. Anil Chadha (55), DIN: 08073567, was appointed as a Non-Executive Director of the Company with effect from 24th April, 2024, and as the Managing Director with effect from 1st January, 2025.

An alumnus of the Welcomgroup Graduate School of Hotel Administration, Manipal, Mr. Chadha joined ITC in 1992. He was appointed as the Divisional Chief Executive of the erstwhile Hotels Business of ITC in 2021, and prior to that he was the Chief Operating Officer of the Business since December 2019.

Report on Corporate Governance

The Directors present the Company's Report on Corporate Governance pursuant to the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘Listing Regulations').

This Report should be viewed in the context of applicability of the Listing Regulations to the Company with effect from 29th January, 2025 i.e., the date of listing of the Company's Equity Shares.

The Company defines Corporate Governance as a systemic process by which companies are directed and controlled to enhance their wealth-generating capacity and to ensure that the organisation is managed in a manner that meets stakeholders' aspirations and societal expectations.

The Company's Corporate Governance structure is based on two core principles, namely -

(i) Management must have the executive freedom to drive the enterprise forward without undue restraints; and

(ii) This freedom of management should be exercised within a framework of effective accountability.

The Company believes that any meaningful policy on Corporate Governance must empower the executive management of the Company. At the same time, Governance should create a mechanism of checks and balances to ensure that the decision-making powers vested in the executive management should be used with care and responsibility to meet stakeholders' aspirations and societal expectations.

From this definition and core principles of Corporate Governance emerge the cornerstones of the Company's governance philosophy, namely trusteeship, transparency, empowerment and accountability, control and ethical corporate citizenship. The Company believes that the practice of each of these creates the right corporate culture that fulfils the purpose of

Corporate Governance.

Apart from a brief hiatus of one and a half years, he has spent his entire career with ITC heading key hotel properties of ITC in New Delhi, Agra, Chennai, Kolkata and Bengaluru. He was also responsible for the Southern region as Area Manager. In 2017, he was elevated to Vice President (South) and later took over as Vice President - Operations of the Hotels Business in April 2019.

Mr. Chadha is presently a Member of the Executive Committee of the Hotel Association of India and the CII National Committee on Tourism and Hospitality.

Mr. Chadha has received several recognitions in the hospitality industry including the ‘Distinguished ITC Chairman Alumni Award 2022' by the Welcomgroup Graduate School of Hotel Administration, Manipal, ‘Best CEO 2022' by WE Global Employees Choice Award, ‘Hotelier of the Year' by BBC Food Awards 2018, ‘General Manager of the Year' by Business World Hotelier in 2016, ‘Hotelier of the Year' by Vir Sanghvi in Hindustan Times (Brunch) 2014 and ‘Food & Beverage Manager of the Year' by Federation of Hotel & Restaurant Associations of India in 2001.

* Denotes Indian entity whose securities are listed on a recognised stock exchange.

The practice of Corporate Governance in the Company takes place at two interlinked levels:

(a) Strategic supervision by the Board of Directors; and

(b) Strategic and executive management by the Strategic and Executive Management Committee headed by the Managing Director and supported by Senior Managers.

The two-tier governance structure ensures that:

(a) Strategic supervision (on behalf of the Shareholders), being free from involvement in the task of strategic management of the Company, can be conducted with objectivity, thereby sharpening accountability of management; and

(b) Strategic and executive management of the Company remains focused on enhancing the quality, efficiency, and effectiveness of the business to achieve best-in-class performance within the direction and framework approved by the Board.

The day-to-day operational management of an

individual hotel unit vests with the respective

General Manager.

The core roles of the key entities flow from this structure. These roles, in turn, determine the core responsibilities of each entity. In order to enable them to discharge their core responsibilities, the governance process empowers each entity with the requisite delegated powers.

The Governance Document that sets out the

structure, policies and practices of Corporate Governance is available on the Company's website at https://www.itchotels.com/corporate/essential-information .

Board of Directors (‘Board'): The primary role of the Board is that of trusteeship to protect and enhance shareholder value through strategic supervision of the Company and its wholly owned subsidiaries. As trustees, the Board ensures that the Company has clear goals aligned to shareholder value and its growth. The Board also provides direction and exercises appropriate control to ensure that the Company is managed in a manner that fulfils stakeholders' aspirations and societal expectations. The Board, as part and parcel of its functioning, annually reviews its role and also evaluates its performance and that of the Board Committees & the Directors, including the Managing Director.

Board Committees: The roles of the Board Committees are determined by the Board from time to time, synopsis of which is provided under the heading ‘Committees of the Board'.

Strategic and Executive Management Committee (‘SEMC'): The primary role of the SEMC is strategic and executive management of the Company within Board approved direction / framework, and realisation of the Company goals. The SEMC operates under the strategic supervision of the Board.

Chairperson: The primary role of the Chairperson of the Company is to provide leadership to the Board, and support management of critical external relationships including shareholder issues. He presides over the Board Meetings and leads & assists the Board in setting and realising the Company's strategic vision and related short & long-term goals. He ensures that the Directors are enabled and encouraged to play a full part in the activities of the Board. He also presides over General Meetings of the Shareholders.

Managing Director: The Managing Director holds overall responsibility for the strategic and executive management of the Company. His primary role is to provide leadership to the SEMC for realising the Company goals in accordance with the charter approved by the Board, and to ensure that the SEMC functions in accordance with the Company's Governance policies and in compliance with the Board directives, with guidance from the Chairperson of the Company, wherever necessary. He ensures that the SEMC Members are enabled and encouraged to play a full part in the activities of the Committee. He is also responsible to ensure that the Board is kept informed on all matters of importance to enable it to discharge its role and responsibilities.

Non-Executive Director: Non-Executive Directors, including Independent Directors, play a critical role in imparting balance to the Board processes by bringing independent judgement on issues of strategy, performance, resources, standards of Company conduct, etc.

SEMC Member: The SEMC Member contributes to the strategic and executive management of the Company within Board approved direction / framework. A SEMC Member accountable for a unit / function (Line SEMC Member), assumes responsibility for its strategic and executive management, including governance processes and senior management effectiveness.

The Company's Board is a balanced Board with Independent Directors representing at least 50% of the total strength of the Board. The Non-Executive Directors, including Independent Directors, are all drawn from amongst eminent professionals, with experience in business / finance / law / public administration and enterprises. The Board is also required to have balance of skills, competencies, experience and diversity of perspectives appropriate to the Company and its business. The Directors of the Company possess the skills, expertise and competencies, as identified by the Board and provided in the Annexure forming part of this Report.

In terms of the applicable regulatory requirements read with the Articles of Association of the Company, the strength of the Board shall not be fewer than six nor more than fifteen. The present strength of the Board is ten comprising the Chairperson, three other Non-Executive Non-Independent Directors, five Non-Executive Independent Directors, including a Woman Director, and the Managing Director.

The Company's Governance Policy requires the Board to meet at least five times in a financial year. During the financial year 2024-25, the intervening period between two Board Meetings was well within the maximum gap of 120 days prescribed under the Listing Regulations.

Nine meetings of the Board were held, as follows:

Meetings are governed by a structured agenda. The Board Members, in consultation with the Chairperson, may bring up any matter for the consideration of the Board.

All major agenda items are backed by comprehensive background information to enable the Board to take informed decisions. Agenda papers are circulated seven days prior to the Board Meeting.

In terms of the Company's Governance Policy, all statutory and other significant & material information are placed before the Board to enable it to discharge its responsibility of strategic supervision of the Company as trustees of Shareholders. The following in particular are tabled for the Board's approval / periodic review or information:

• Annual Business Plan.

• Quarterly, half-yearly and annual performance.

• External Audit Reports (through the Audit Committee).

• Half-yearly reports on progress of CSR programmes, projects and activities (through the CSR and Sustainability Committee).

• Status of business risk exposures, their management and related action plans (through the Risk Management Committee).

• Succession planning for senior management (through the Nomination and Remuneration Committee).

• Statutory compliance reports.

• Show cause, demand, prosecution and adjudication notices, if any, from revenue authorities which are considered materially important, including any exposure that exceeds 1% of the Company's net worth and their outcome.

• Default, if any, in payment of dues to any major creditor.

• Transactions involving substantial payment towards goodwill, brand equity or intellectual property.

• Any possible product or service related liability claims of a substantial nature that exceed 1 % of the Company's net worth and their outcome.

• Information on strikes, lockouts, retrenchment, fatal or serious accidents, material pollution issues, etc. ^•

• Significant court judgement or order passing strictures, if any, on the conduct of the Company or a subsidiary of the Company or any employee, which could negatively impact the Company's image.

• Significant development in Human Resources / Industrial Relations.

• Write-offs / disposals of fixed assets, inventories, receivables, advances, claims, etc., as part of the Financial Results / Financial Statements on a half-yearly basis.

• Non-compliance of any regulatory, statutory or

listing requirements and in relation to

shareholders' services.

Currently, there are five Board Committees viz., the Audit Committee, the Nomination and Remuneration Committee, the Securityholders Relationship Committee, the CSR and Sustainability Committee and the Independent Directors Committee. The terms of reference of these Committees are determined by the Board, other than the Independent Directors Committee, the terms of reference of which are as prescribed under law. Meetings of Board Committees are normally convened by the respective Committee Chairperson. Matters requiring the Board's attention / approval, as emanating from the Board Committee Meetings, are placed before the Board with clearance of the Committee Chairperson. All recommendations made by the Board Committees during the year were accepted by the Board. Minutes of the Board Committees Meetings are placed before the Board. The Company Secretary of the Company is the Secretary to these Committees, other than the Independent Directors Committee. The role and composition of these Committees, including the number of meetings held during the financial year and the related attendance, are provided below:

The Audit Committee provides reassurance to the Board on the existence of an effective internal control environment that ensures:

• efficiency and effectiveness of operations;

• safeguarding of assets and adequacy of provision for all liabilities;

• reliability of financial and other management information and adequacy of disclosures; and

• compliance with all relevant statutes.

The role of the Committee includes the following:

(a) To oversee the Company's financial reporting process and the disclosure of its financial information to ensure that the financial statements are correct, sufficient and credible;

(b) To recommend the appointment, remuneration and removal of the Auditors;

(c) To recommend the appointment of the Chief Financial Officer of the Company;

(d) To approve transactions with related parties, including modifications thereto;

(e) To evaluate the Company's internal financial controls and risk management systems;

(f) To review with the management, the following:

(i) Annual financial statements and Auditor's Report thereon;

(ii) Quarterly and half-yearly financial results and Auditor's Report / Limited Review Report thereon;

(g) To review the following:

(i) Management discussion and analysis of financial condition & results of operations, and matters required to be included in the Directors' Responsibility Statement;

(ii) Adequacy of internal control systems and the Company's statement on the same, in consultation with the management, the Statutory Auditors and the Internal Auditors;

(iii) Adequacy and effectiveness of internal control systems laid down in the Company for compliance with the provisions of the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;

(iv) Internal Audit Reports including any significant findings and follow-up thereon;

(v) Statutory Auditors' independence and performance, and effectiveness of the audit process;

(vi) System for maintenance, storage, retrieval, security, etc. of books of accounts in the electronic form;

(vii) Functioning of Whistleblower mechanism in the Company;

(viii) Annual Financial Statements, including investments, of subsidiary companies; and

(ix) Utilisation of loans and / or advances and investments by the Company to / in the subsidiary companies.

The Audit Committee was constituted with effect from 14th December, 2024 and presently comprises three Independent Directors. The Chairperson of the Committee is also an Independent Director. The Chief Financial Officer, the Head of Internal Audit and the representative of the Statutory Auditors are Invitees to the meetings of the Audit Committee. All members of the Committee are financially literate; the Chairperson of the Committee has accounting and financial management expertise.

The names of the members of the Audit Committee, including its Chairperson, are provided under the section ‘Board of Directors and Committees' in the Report and Accounts.

Three meetings of the Audit Committee were held, as follows:

The Nomination and Remuneration Committee, inter alia, identifies persons qualified to become Directors and recommends to the Board the appointment, remuneration and removal of the Directors and senior management. The Committee's role also includes formulation of criteria for evaluation of performance of the Directors & the Board as a whole, and administration of the Employee Stock Option Scheme of the Company.

The Nomination and Remuneration Committee was constituted with effect from 14th December, 2024 and presently comprises two Independent Directors and the Chairperson of the Company. The Chairperson of the Committee is an Independent Director.

The names of the members of the Nomination and Remuneration Committee, including its Chairperson, are provided under the section ‘Board of Directors and Committees' in the Report and Accounts.

Three meetings of the Nomination and Remuneration Committee were held, as follows:

The Company's Remuneration strategy is a key and vital component of the broader Human Resource strategy of the Company. The Remuneration strategy, whilst focusing on remuneration and related aspects of performance management, is aligned with and reinforces the employee value proposition of a superior quality of work life that includes an enabling work environment, an empowering and engaging work culture and opportunities to learn and grow. The underlying objective is to create a high performance culture that inspires employees to deliver the Company's promise to its stakeholders. The Company's Remuneration strategy is anchored on being market competitive, performance driven and long term oriented, while recognising the enduring impact of talent on business performance.

The Company's Remuneration Policy, as approved by the Board, may be accessed on its website at https://www.itchotels.com/RemunerationPolicy.pdf.

There has been no change in the said Policy during the year.

Remuneration of the Managing Director is determined by the Board on the recommendation of the Nomination and Remuneration Committee, subject to the approval of the Shareholders. Apart from fixed elements of remuneration and benefits / perquisites, the Managing Director is eligible for performance bonus which is linked to his individual performance and the overall performance of the Company. He is also eligible for Long Term Incentives, as may be determined by the Nomination and Remuneration Committee / the Board, based on financial measures and strategic priorities of the Company.

Non-Executive Directors, including Independent Directors, are entitled to remuneration by way of commission

for each financial year, ranging between

T 25,00,000/- and T 40,00,000/-, individually, as

approved by the Shareholders. Non-Executive Directors' commission is determined by the Board, based,

inter alia, on the Company's performance and regulatory provisions. Non-Executive Directors are also entitled to sitting fees for attending the meetings of the Board and its Committees. The sitting fees, as fixed by the Board, are T 50,000/- for each meeting of the Board, T 40,000/- for each meeting of the Audit Committee, Nomination and Remuneration Committee, CSR and Sustainability Committee and Independent Directors Committee, and T 10,000/- for each meeting of the

Securityholders Relationship Committee; sitting fees for each meeting of the Risk Management Committee is T 40,000/-.

During the year, there were no other pecuniary relationships or transactions of the Non-Executive Directors with the Company.

During the financial year, in accordance with the Scheme of Arrangement for demerger, the Company granted 7,68,535.8 Stock Options under the ‘ITC Hotels - Special Purpose Employee Stock Option Scheme' to the Optionees holding Stock Options under the employee stock option schemes of ITC Limited (‘ITC ESOP Schemes') as on the Record Date i.e., 6th January, 2025.

Each Option entitles the holder thereof to apply for and be allotted ten Equity Shares of the Company of T 1/- each upon payment of the exercise price during the exercise period.

The vesting period of the Stock Options granted by the Company is stated below, which is as per ITC ESOP Schemes:

The appointment of the Managing Director is governed by the resolutions passed by the Board and the Shareholders, read with the service rules of the Company. The terms of his appointment are also governed by the Service Contract entered into by ITC Limited with him, which continue to be in force post transfer of his services to the Company consequent to the demerger. Letters of appointment are issued by the Company to the Independent Directors detailing their roles, duties, responsibilities, etc.

There is no separate provision for payment of severance fee under the resolutions governing the appointment of the Managing Director. The statutory provisions will however apply. With respect to notice period, the service rules of the Company read with the statutory provisions will apply.

During the year, the Nomination and Remuneration Committee has formulated the Policy for evaluation of performance of the Board, its Committees and individual Directors; brief details of such evaluation are provided in the ‘Report of the Board of Directors & Management Discussion and Analysis', forming part of the Report and Accounts.

The Stakeholders Relationship Committee of the Board, under the nomenclature ‘Securityholders Relationship Committee', primarily oversees redressal of shareholder and investor grievances, approves rematerialisation of shares and issuance of letters of confirmation, and allots shares upon exercise of Options under the Company's Employee Stock Option Scheme. The Committee also reviews adherence to the service standards adopted by its Registrar and Share Transfer Agent and related activities, and the measures taken for effective exercise of voting rights by the Shareholders.

The Securityholders Relationship Committee was constituted with effect from 14th December, 2024 and presently comprises three Non-Executive Directors, including one Independent Director. The Chairperson of the Committee is a Non-Executive Director.

The names of the members of the Securityholders Relationship Committee, including its Chairperson, are provided under the section ‘Board of Directors and Committees' in the Report and Accounts.

There was no occasion to hold any meeting of the Securityholders Relationship Committee during the period from 14th December, 2024 to 31st March, 2025.

The role of the CSR Committee of the Board, under the nomenclature ‘CSR and Sustainability Committee', is inter alia to review, monitor and provide strategic direction to the Company's CSR and Sustainability practices and guide the Company in integrating its social and environmental objectives with the business strategies. Formulating and monitoring the CSR Policy and the annual CSR Action Plan, including making recommendation to the Board as necessary, form part of the role of the Committee.

The CSR and Sustainability Committee was constituted with effect from 14th December, 2024 and presently comprises the Chairperson of the Company, the Managing Director and two Independent Directors. The Chairperson of the Company is the Chairperson of the Committee.

The names of the members of the CSR and Sustainability Committee, including its Chairperson, are provided under the section ‘Board of Directors and Committees' in the Report and Accounts.

One meeting of the CSR and Sustainability Committee was held, as follows:

The statutory role of the Independent Directors Committee of the Board is to review the performance of the non-Independent Directors, including the Chairperson of the Company, and the Board, and also to assess the quality, quantity and timeliness of flow of information between the Company management and the Board.

The Independent Directors Committee was constituted with effect from 14th December, 2024 and presently comprises all the Independent Directors of the Company.

The names of the members of the Independent Directors Committee are provided under the section ‘Board of Directors and Committees' in the Report and Accounts.

One meeting of the Independent Directors Committee was held during the financial year 2024-25, as follows:

The role of the Risk Management Committee of the Company is, inter alia, to approve the risk management framework of the Company, and review the results of risk identification, prioritisation & risk mitigation plans and the measures taken for cyber security. Formulation of the Risk Management Policy and review of implementation, effectiveness and adequacy of the risk management plans, systems & processes of the Company form part of the role of the Committee.

The Risk Management Committee was constituted with effect from 14th December, 2024 and presently comprises two Non-Executive Directors including one Independent Director, the Managing Director and the Chief Financial Officer of the Company. The Head of Risk is the Secretary to the Committee.

The names of the members of the Risk Management Committee, including its Chairperson, are provided below:

One meeting of the Risk Management Committee was held, as follows:

The primary role of the SEMC is strategic and executiv management of the Company within Board approve direction / framework and realisation of the Company goal: The SEMC, inter alia, formulates the Company's Busines Plan, including objectives and strategies, capex an investments, organisational policies, systems and processe: monitors performance of hotel units / corporate function allocates resources and operates under the strateg supervision of the Board

The SEMC was constituted with effect from

1st January, 2025 and presently comprises the

Managing Director, the Chief Financial Officer and the Executive Vice President - HR and Learning

& Development. The Managing Director is the Chairperson of the Committee. The composition of the SEMC is determined by the Board on the recommendation of the Nomination and Remuneration Committee.

The Company Secretary is the Secretary to the SEMC.

The names of the members of the SEMC, including its Chairperson, are provided under the section ‘Board of Directors and Committees' in the Report and Accounts.

The SEMC normally meets once a month. Minutes of SEMC Meetings are placed before the Board. Matters requiring the Board's attention / approval, as emanating from the SEMC Meetings, are placed in the form of notes backed by comprehensive background information.

All subsidiaries of the Company are managed by their respective Board of Directors in the best interest of those companies and their shareholders. The annual financial statements of the subsidiary companies are reviewed by the Audit Committee of the Company. Performance review reports of the subsidiary companies are placed before the Board on a half-yearly basis. The Minutes of Board Meetings of the subsidiary companies, including details of significant transactions & arrangements entered into by them, are also placed before the Board.

The Company's Policy for determination of a material subsidiary, as approved by the Board, may be accessed on its website at https://www.itchotels.com/MaterialSubsidiary.pdf.

The Company has one material subsidiary in terms of the aforesaid Policy, required details of which are given below:

The Company believes that a Board, which is well informed / familiarised with the Company and its affairs, can contribute significantly to effectively discharge its role of trusteeship in a manner that fulfils stakeholders' aspirations and societal expectations. In pursuit of this, the Directors of the Company are updated on material changes / developments in the socio-economic environment and on matters significantly affecting the Company to enable them to take well informed and timely decisions.

Further details may be accessed on the Company's website at https://www.itchotels.com/Familiarisation-Program.pdf .

Timely disclosure of consistent, comparable, relevant and reliable information on the Company's financial performance is at the core of good governance. Towards this end, the Company has taken the following initiatives:

The Code of Conduct, as adopted by the Board, is applicable to the Directors, senior management and employees of the Company. The Code is derived from three interlinked fundamental principles, viz. good corporate governance, good corporate citizenship and exemplary personal conduct in relation to the Company's business and reputation. The Code covers the Company's commitment to sustainable development, concern for health, safety and environment, a gender friendly workplace, transparency and auditability, legal compliance, avoidance of conflict of interest, and the philosophy of leading by example. The Code is available on the Company's website.

All Directors and senior management of the Company have affirmed compliance with the Code of Conduct for the financial year ended 31st March, 2025.

Synopsis of the Whistleblower Policy of the Company is provided in the ‘Report of the Board of Directors & Management Discussion and Analysis', forming part of the Report and Accounts. The Whistleblower Policy, as approved by the Board, may be accessed on the Company's website at https://www.itchotels.com/Whistleblower-Policy.pdf .

The Policy, as approved by the Board, may be accessed on the Company's website at https://www.itchotels.com/Policy-on-RPTs.pdf .

The Code of Conduct for Prevention of Insider Trading, as approved by the Board, inter alia, prohibits trading in the securities of the Company by the Directors and employees while in possession of unpublished price sensitive information in relation to the Company.

The details of senior management of the Company as on 31st March, 2025 are provided below:

Since the date of listing i.e., 29th January, 2025, there were

no changes in the Company's senior management upto

31st March, 2025.

• Since the Company's incorporation, there was neither any instance of non-compliance by the Company nor any penalty / stricture imposed on the Company by the Stock Exchanges / Securities and Exchange Board of India (‘SEBI') / Statutory Authorities with respect to any matter related to the capital markets.

• There are no inter-se relationships between the Directors and Key Managerial Personnel of the Company.

• During the year, the Company has not entered into any materially significant related party transaction which may have potential conflict with the interest of the Company at large.

• The senior management of the Company did not enter into any material financial and commercial transaction during the year, in which they had personal interest that may have had potential conflict with the interest of the Company at large.

• During the year, the Company was not required to obtain credit rating for any debt instrument, fixed deposit programme or any other scheme involving mobilisation

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• The Company has not raised any funds through preferential allotment or qualified institutions placement.

• None of the Directors of the Company has been debarred or disqualified from being appointed or continuing as a Director by the SEBI / Ministry of Corporate Affairs / Statutory Authorities; Certificate from the Company's Secretarial Auditors confirming the same is annexed to this Report.

• During the year, the Company or its subsidiaries have not provided any loans or advances (being in the nature of loans) to firms / companies in which Directors of the Company are interested.

• Details with respect to Secretarial Auditors of the Company and confirmation by the Board regarding independence of the Independent Directors are provided in the ‘Report of the Board of Directors & Management Discussion and Analysis', forming part of the Report and Accounts.

• During the year, the Company did not receive any complaint under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. Further no complaint was pending at the beginning of the year.

• The total fees paid during the financial year 2024-25 by the Company and its subsidiaries to Messrs. S. R. Batliboi & Co. LLP, Statutory Auditors, and all entities in the network firm / network entities which are part of the network of which the Statutory Auditors are a member firm, aggregate T 0.41 Crore.

• Mr. Diwaker Dinesh, Company Secretary, is the Compliance Officer under the Listing Regulations.

• The Company has not been informed of any agreement and there are no agreements with the Company that require disclosure under Regulation 30A(1 ) of the Listing Regulations.

• The Company does not deal in commodities and hence the disclosure pursuant to the SEBI Master Circular dated 11th November, 2024 is not required to be given. The details of foreign exchange exposures and hedging activities of the Company are provided in the ‘Notes to the Financial Statements', forming part of the Report and Accounts.

The status of compliance with the discretionary requirements

under the Listing Regulations is provided below:

1. Separate posts of Chairman and the Managing Director or the Chief Executive Officer: The

Company has a Chairperson in non-executive capacity and a Managing Director.

2. Chairman's Office: The Chairperson's Office is maintained by the Company and expenses towards performance of the Chairperson's duties, if any, are borne by the Company.

3. Shareholder Rights: The financial results and significant events of the Company are being posted on the Company's website under the ‘Investor Relations' section.

4. Audit Opinion: The Statutory Auditors have issued an unmodified audit opinion on the Company's Financial Statements for the year ended 31st March, 2025.

5. Internal Audit: The Head of Internal Audit reports to the Audit Committee of the Board.

6. Meeting of Independent Directors Committee: As

stated above, one meeting of the Independent Directors Committee of the Board was held during the year.

7. Risk Management Committee: The Company has a Risk Management Committee, details of which are given under the heading ‘Other Committees - Risk Management Committee'.

It is confirmed that the Company has complied with the requirements prescribed under Regulations 17 to 27 and clauses (b) to (i) of sub-regulation (2) of Regulation 46 of the Listing Regulations.

The certificate from the Company's Secretarial Auditors, Messrs. S. M. Gupta & Co., Company Secretaries, confirming compliance with the conditions of Corporate Governance is annexed to the ‘Report of the Board of Directors & Management Discussion and Analysis', forming part of the Report and Accounts.

Details of Annual General Meeting

Since the Company's incorporation, only one AGM was held, details of which are given below:

During the financial year, the Ordinary Resolutions for approving material related party transactions of the Company and its

subsidiaries were passed by the Shareholders with requisite majority. The Board of Directors of the Company appointed Mr. R. L. Auddy, Senior Solicitor and Partner, Messrs. Sandersons & Morgans, Advocates & Solicitors, as the Scrutinizer for scrutinizing the postal ballot through e-voting. Brief details pertaining to the said postal ballot are provided below:

The results of the postal ballot were as follows:

Neither any Special Resolution was passed through postal ballot during the financial year 2024-25 nor any such resolution is proposed to be passed through postal ballot.

During the year, one complaint was received and promptly resolved. No complaint was pending at the time of listing of the Company's shares and at the end of the year.

The designated e-mail ID of the Company for investor complaints is investorservices@itchotels.in .

The Company also monitors investor complaints made through the BSE Listing Portal, NSE Electronic Application Processing System (NEAPS) Portal, SEBI Complaints Redressal System (SCORES) Portal and Online Dispute Resolution (ODR) Portal.

Messrs. KFin Technologies Limited are the Registrar and Share Transfer Agent (‘RTA') of the Company. They manage all the relevant corporate registry services for the Equity Shares of the Company. The correspondence details of the Company and the RTA are given hereunder:

Shareholders holding shares in the dematerialised form should address their correspondence to the respective Depository Participant, other than for Report and Accounts, which should be addressed to the Company or the RTA.

Shareholders are requested to provide their DP ID & Client ID / folio number, e-mail address and contact number to facilitate prompt and efficient investor servicing.

No share transfers in the certificate form were required to be effected by the Company from the date of listing of Company's Equity Shares.

The shares of the Company are traded in the dematerialised form under both the Depository Systems in India - National Securities Depository Limited (‘NSDL') and Central Depository Services (India) Limited (‘CDSL'). The International Securities Identification Number (ISIN) allotted to the Company's shares under the Depository System is INE379A01028.

The Company's Equity Shares are liquid and regularly traded on BSE and NSE.

The status of dematerialisation of the Company's shares as on 31st March, 2025 is given below:

Shareholders may write to the respective Depository / Depository Participant or to the RTA for guidance on depository services. The contact details of the Depositories are given below:

There are no outstanding Global Depository Receipts (GDRs) or American Depository Receipts (ADRs) or any Convertible Warrants issued by the Company as on date.

The Company and its subsidiaries & associate operates various hotels, details of which are annexed to this Report.

In conformity with the regulatory requirements, the Notice of the 2nd AGM of the Company and the Report and Accounts 2025 will be sent through electronic mode to those Shareholders who have registered their e-mail address with the Company or the Depositories. Physical copies of the Notice and the Report and Accounts will be provided to the Shareholders upon request.

Shareholders holding shares in dematerialised form are requested to register / update their e-mail address with their respective Depository Participant. Shareholders holding shares in the certificate form are requested to register / update their e-mail address by submitting duly filled and signed Form ISR-1, along with documents prescribed in the form, with the Company / RTA.

Pursuant to the Scheme of Arrangement for demerger, the Company has transferred 39,59,274 shares to the Investor Education and Protection Fund established by the Central Government (‘IEPF'), in respect of

those shareholders of ITC Limited (‘ITC') whose shares were earlier transferred to the IEPF and were lying unclaimed as on the Record Date i.e., 6th January, 2025. The Company has also transferred to the IEPF, the net proceeds from sale of fractional entitlements in respect of such shareholders. Such shares and proceeds can be claimed from the IEPF by applying in the prescribed Form No. IEPF-5. Steps for filing the said

form are available on the Company's website at https://www.itchotels.com/dividend-iepf .