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Company Information

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INDIA TOURISM DEVELOPMENT CORPORATION LTD.

23 September 2025 | 12:00

Industry >> Hotels, Resorts & Restaurants

Select Another Company

ISIN No INE353K01014 BSE Code / NSE Code 532189 / ITDC Book Value (Rs.) 46.86 Face Value 10.00
Bookclosure 09/09/2025 52Week High 740 EPS 9.51 P/E 65.26
Market Cap. 5321.13 Cr. 52Week Low 467 P/BV / Div Yield (%) 13.24 / 0.47 Market Lot 1.00
Security Type Other

DIRECTOR'S REPORT

You can view full text of the latest Director's Report for the company.
Year End :2025-03 

Your Directors have pleasure in presenting the 60th Annual Report together with the audited accounts of the Corporation for
the year ended 31st March, 2025.

2. Performance Highlights

The highlights of the financial results of the Corporation (Standalone) are given
below:-

S. No.

Particulars

Audited

2024-25

Audited

2023-24

1

Revenue from Operations

565.20

503.45

2

Total Income

587.78

523.67

3

Profit before tax

100.84

104.23

4

Profit after tax

82.94

66.17

5

EPS ( In Rupees)

9.67

7.71

6

Networth

401.33

341.95

1. During the Financial Year
2024-25, the corporation has
recorded a Revenue from Operation
of '565.20 crore, reflecting an
increase of 12% as compared to
the previous fiscal year of '503.45
crore during 2023-24. The Profit
after tax (PAT) increased to '82.94
crore marking a 25% rise over
the preceding period figure of
'66.17 crore while Profit before tax
(PBT) stood at '100.84 crore. The
Corporation continutes to register
growth in the topline year on year,
with a CAGR of 24.50% over the
last three years.

3. Division wise financial
performance :

The Division wise financial
performance of the Corporation is
summarized as under:-

i) Hotels Division has achieved
turnover of '338.17 crore during
the year 2024-25 as against
'342.41 crore in the previous
year. The Division earned a
profit of '74.45 crore as against
a profit of '85.26 crore during
the previous year 2023-24.

ii) The turnover of Ashok Travels
& Tours (ATT) Division during
2024-25 is '46.54 crore as
against '29.98 crore during the
year 2023-24. The ATT Division
has earned profit of '11.18 crore
as against profit of '6.45 crore
in the previous year.

iii) The turnover of the Ashok
Events Division increased to
'153.86 crore during 2024¬
25 from '106.06 crore during
2023-24 and it has earned a
profit of '15.85 crore as against
profit of '11.54 crore in the
previous year 2023-24.

iv) The turnover of Ashok
International Trade Division
(AITD) was '13.24 crore during
the year 2024-25 as against
'15.87 crore in the previous year
2023-24. During the year 2024¬
25, 14 duty free shops were in
operation at seaports and one
Airport Visakhapatnam.

v) The Engineering Division
including SEL Projects achieved
a turnover of '32.50 crore
during the year 2024-25 as
against the turnover of '26.11
crore in the previous year
2023-24.

vi) The Ashok Institute of

Hospitality and Tourism
Management (AIH&TM)

achieved turnover of '3.47
crore during 2024-25 as against
a turnover of '3.24 crore in the
previous year 2023-24.

4. Capital Structure

There is no change in authorized
and paid-up share capital of the
Corporation. The Authorized
Share Capital of the Corporation is
'150 crore and the paid-up Share

Capital is '85.77 crore as on 31st
March, 2025.

5. Dividend

Board has recommended a
dividend of '2.90 per share i.e.
29% on the equity share capital of
the company aggregating to '24.88
crore approximately.

Corporation's Dividend Distribution
Policy is available at the website
link https://itdc.co.in/wp-content/
uploads/2019/07/ITDC-Dividend-
Distribution-Policy.pdf

6. Transfer to Reserve

No amount has been transferred to
the General Reserves.

7. Rating of ITDC vis-a-vis MoU
targets

Performance Evaluation against
MoU for F.Y. 2023-24 was done
by the DPE. ITDC received an
‘Excellent' MoU rating from the DPE
with 94 marks out of 100.

8. Management Discussion and
Analysis

The report on the Management
Discussion and Analysis is placed at
Annexure-I.

9. Procurement from MSME

During the financial year 2024¬
25, the Corporation has procured
56% (previous year 61%) of
total procurement of goods and
services from the Micro and Small
Enterprises (MSEs) against the
prescribed target of 25% as per
the procurement policy of Govt. of
India. The procurement from MSEs
owned by SC/ST entrepreneurs is
NIL while procurement from MSEs
owned by Women Entrepreneurs is
1.94%. Further all tenders contained
a class for due preference to MSEs
as per GoI guidelines. Continuous
Vendor Registration for MSEs is
allowed through our websites and
Vendor Development Programmes
are conducted at regular intervals
for the MSEs.

10. Implementation of official
language policy

During the year 2024-25, the
Company continued its effort to
give impetus to the use of Hindi in
official work through motivation
and training. Cash incentives were
granted to employees on doing
prescribed quantum of work in
Hindi. Hindi workshops were
organized to provide practical
training of Noting-Drafting and
other works in Hindi. Various
Hindi competitions were also
organized during Hindi Fortnight
celebrations for giving impetus to
the use of official language in day
to day work. Hindi Kavigoshthi,
Hindi Natya Manachan and Hindi
Prize Distribution Event were also
organized to encourage official
language in the Corporation. A
cultural program was organized at
Hotel the Ashok on 13 December,
2024 to celebrate “Hindi Parv”
which included performances by
prominent Hindi Poets as well
as various performances like
songs, drama, etc. by ITDC's own
employees.

ITDC Conducted a Joint Seminar
on the Importance of Indian Vedic
Culture at The Ashok, New Delhi
New Delhi, on 25th March 2025, The
event witnessed the participation
of 53 PSUs.

The seminar was inaugurated
with the lighting of the lamp by
the Managing Director, Director
(Finance) and other senior officials.
In this seminar, the speakers
delivered their lectures on the
subject of Vedic culture. On this
occasion, a Hindi Kavi Goshthi was
also organized, in which renowned
national and international poets of
the literary world enthralled the
audience with their melodious and
humorous poetry recitation. The
Rajbhasha seminar was concluded
by giving encouragement and while
sharing experiences related to
regional languages including Hindi,
an appeal was made to all the
participants from all 53 PSUs to do
more and more work in Hindi.

11. Conservation of Energy &
Technology Absorption

Commitment towards energy
conservation remains in the units
at various stages of operations.
Commercial considerations, energy
conservation policies and practices
play a vital role in the endeavors
made in this direction.

Since your Company's operations do
not involve technology absorption,
the particulars as per Rule 8(3)
(B) of the Companies (Accounts)
Rules 2014 regarding technology
absorption are not applicable.

12. Foreign Exchange Earnings &
Outgo

The Direct Foreign Exchange
Earnings during the year
2024-25 is '10.90 crore against
'15.40 crore in the previous
financial year 2023-24.

13. Subsidiary Companies

As on 31.03.2025, the Corporation
has four subsidiary Companies, viz.

(i) Pondicherry Ashok Hotel
Corporation Ltd

(ii) Ranchi Ashok Bihar Hotel
Corporation Limited.

(iii) Utkal Ashok Hotel Corporation
Ltd.

(iv) Punjab Ashok Hotel Company
Ltd.

The Hotel Units were set up under
the aforesaid subsidiary Companies
at Puducherry, Ranchi and Puri
respectively. The Hotel project at
Anandpur Sahib is incomplete.

The operation of Hotel unit at Puri is
closed since March, 2004. Process
for its disinvestment has been
started. Status of disinvestment
has been given elsewhere in the
report.

Regarding incomplete project at
Anandpur Sahib, Inter Ministerial
Group (IMG) set up by the Ministry
of Tourism in its meeting held
on 29.11.2018 has approved the
transfer of the incomplete project
to the Government of Punjab.
Status of disinvestment has been
given elsewhere in the report.

Operations of Hotel Ranchi Ashok
have been closed w.e.f. 29.03.2018.
IMG in its meeting held on
13.09.2018 has accorded approval
for sale of equity of ITDC in the JV
Company to the Government of
Jharkhand. Status of disinvestment
has been given elsewhere in the
report.

Hotel Pondicherry Ashok under
Pondicherry Ashok Hotel
Corporation Limited is also under
disinvestment process. All the
subsidiary companies are under
disinvestment process, the status
of disinvestment has been given
elsewhere in the report.

The Annual Accounts of all the
subsidiary companies have been
audited and finalized and the
Consolidated Annual Accounts
have been prepared and presented
in this Annual Report. A statement

containing the salient features
of the subsidiary companies
(AOC-1) is part of the Consolidated
Financial Statements.

14. Vigil Mechanism and Whistle
Blower Policy

The Corporation has a Whistle
Blower Policy which is posted
on the website https://itdc.co.in/
wp-content/uploads/2019/07/
Whistle-Blower-Policy.pdf. Being a
Central Public Sector Enterprise,
the Corporation has a Vigilance
Department. Chief Vigilance
Officer, the Head of the Vigilance
Division, is under the direct
control of the Central Vigilance
Commission (CVC), an independent
Govt. Agency. During 2024-25, no
employee approached the Audit
Committee through Whistle Blower
Mechanism.

15. Board of Directors

During the year, Twelve Board
meetings were held to transact the
business of the Company.

The Board presently (on date of this
report) comprises of five directors

i.e. Managing Director, Director
(Finance), Director (Commercial
& Marketing), one Government
Nominee Director and one
Independent Director. The post of
Non-executive Chairman and the
post of two Independent Directors
including one Woman Independent
Director are vacant.

A) Non-Executive Chairman

Post is vacant.

B) Executive Directors

1. Ms. Mugdha Sinha, IAS (RJ:99)
appointed as Managing Director
w.e.f. 28.04.2025.

2. Shri Lokesh Kumar Aggarwal,
appointed as Director (Finance)
w.e.f. 24.08.2022.

3. Shri Rajesh Rana appointed
as Director (Commercial &
Marketing) w.e.f. 17.03.2025.

C) Other Part time Non-Executive
Directors

(a) Part-time Government

Nominee Directors:

Ms. Ranjana Chopra, IAS,
SS&FA (Tourism) appointed as
Government Nominee Director
w.e.f. 28.11.2022

(b) Independent part time
Directors :

Dr. Manan Kaushal re-appointed
as Independent Director w.e.f.
16.04.2025

During the financial year
2024-25, following directors
were appointed/ceased to be
appointed :

Dr. Manan Kaushal, Independent
Director ceased to be director
w.e.f. 24.01.2025.

Dr. Anju Bajpai, Independent
Director ceased to be director
w.e.f. 24.01.2025.

Sh. Rajesh Rana appointed
as Director (Commercial &
Marketing) w.e.f. 17.03.2025.

As per disclosure received from
the Directors, the Directors are not
related to one another.

Pursuant to Article 61 of the Article
of Association, Shri Lokesh Kumar
Aggarwal and Ms. Ranjana Chopra
retire by rotation at the ensuing
Annual General Meeting and being
eligible, offer themselves for re¬
appointment. Details of profile
etc. as required under Regulation
36(3) of SEBI (LODR) Regulations,
2015 in respect of Directors liable
to retire by rotation and seeking
re-appointment have been given
at the end of the Notice of AGM.
Further pursuant to Regulation 17
(1C) of SEBI (LODR) Regulations
and Section 152,196 & 203 of the
Companies Act, 2013, approval of
shareholders will be sought for
appointment of following directors
in the upcoming AGM :

1. Ms. Mugdha Sinha, IAS
Managing Director- (Ordinary
Resolution)

2. Sh. Rajesh Rana, Director
(Commercial & Marketing)-
(Ordinary Resolution)

3. Dr. Manan Kaushal, Independent
Director- (Special Resolution)

16. Training Policy and the training
imparted to the directors

The Corporation has formulated a
training policy for Board Members.
As per the policy, ITDC offers
training programmes organized
by Standing Conference on Public
Enterprises (SCOPE), Department
of Public Enterprises (DPE) and
Indian Institute of Corporate Affairs
(IICA) to the Board Members.
Further, on induction of non¬
official Directors, ITDC may also
arrange training on the role and
responsibilities of Directors from
the professional institutes like ICAI,
ICSI, ICMAI, IIM, SCOPE etc.

During the Financial Year 2024¬
25, three days Familirization
programme on “Directors'
Certification Master” conducted
by Indian Institute of Corporate
Affairs in December, 2024 was
attended by Dr. Manan Kaushal.
Details are given in the website
https://itdc.co.in/wp-content/
uploads/2025/05/Familiarization-
Programme_2024-2025.pdf

17. Declaration by Independent
Directors

The Company has received
necessary declaration from each
independent director under
Section 149(7) of the Companies
Act, 2013, that they meet the
criteria of independence laid down
in Section 149(6) of the Companies
Act, 2013 and Regulation 16(1)(b) of
SEBI (LODR) Regulations, 2015. The
declaration were placed before the
Board.

18. Board Evaluation

The evaluation of the Board
including its committees as a whole
and the Independent Directors is
conducted on the basis of criteria
and framework laid down by the
Nomination & Remuneration
Committee of the Board. Based on
the evaluation criteria laid down by
the Committee, the performance
evaluation of the Board is measured
in six areas. The performance
evaluation of the Independent
Directors is measured also in six
areas based on questionnaire
designed on a scale of 1 to 5.

ITDC is a Government Company
under the administrative control of
Ministry of Tourism. The functional
directors including Chairman and
Managing Director/Managing
Director (CMD/MD) are selected
on the recommendations of Public
Enterprises Selection Board
(PESB)/ Appointments Committee
of the Cabinet (ACC) in accordance
with the procedure and guidelines
laid down by Government of India.

The Company enters into
Memorandum of Understanding
(MoU) with the administrative
ministry, i.e., Ministry of Tourism,
Government of India every year,
containing key performance
parameters for the company. The
performance of the Company is
evaluated by Department of Public
Enterprise vis-a-vis MoU entered
into with the Ministry of Tourism,
Government of India.

The performance evaluation of
CMD/MD includes self evaluation
and final evaluation by the Ministry
of Tourism (based on the MoU
rating received). The evaluation
of performance of Functional
Directors includes self-evaluation
by the respective functional
directors and subsequent
assessment by CMD/MD (on the
basis of achievement of MoU
targets and MoU rating received),

with final evaluation by the Ministry
of Tourism (the administrative
ministry).

In respect of Government nominee
directors, their evaluation is done
by the Ministry of Tourism as per
the procedure laid down by the
Government of India.

The independent directors are
appointed by the administrative
ministry, their evaluation is also
done by the Ministry of Tourism and
Department of Public Enterprises
as per the procedure defined vide
DPE DO dated 08.05.2018, DPE
OM No. 9(14)/2009-GM-Part 3/
FTS-9036 dated 22.04.2022 and
30.05.2022.

It is also submitted that Ministry
of Corporate Affairs (MCA) vide
its circular dated June 5, 2015 had
exempted Government Companies
from the provisions of section
178(2) of the Companies Act,
2013, which requires performance
evaluation of every director by
the Nomination & Remuneration
Committee. The circular further
exempted Govt. Companies from
the provisions of Section 134
(3) (p) of Companies Act 2013,
which provide about manner
of formal evaluation of its own
performance by the Board and that
of its Committees and Individual
Director in Board's Report, if
directors are evaluated by the
Ministry which is administratively
in-charge of the Company as per
its own evaluation methodology.
Further, Ministry of Corporate
Affairs vide its notification dated
5th July, 2017 has exempted the
provisions relating to review of
performance of Chairperson and
non-independent directors and the
Board as a whole and evaluation
mechanism, prescribed in Schedule
IV of the Companies Act, 2013, for
Government Companies.

19. Particulars of loans, guarantee
and investments

The details of investments made,
loans granted and guarantee given
by the Company during the financial
year 2024-25 under section 186
of the Companies Act, 2013 are
disclosed at Note No. 39 to the
standalone financial statements.

20. Corporate Governance

As per the requirement of Clause
C of Schedule V to SEBI (LODR)
Regulations, 2015, a detailed
report on Corporate Governance
together with the following is given
in Annexure-II which forms part of
this Report.

(i) CEO/CFO Certificate [as per
Regulation 17(8) of SEBI (LODR)
Regulations, 2015]; and

(ii) Certificate from the Practicing
Company Secretary [Clause E
to Schedule V to SEBI (LODR)
Regulations, 2015] along with
the management reply to
observations.

21. Directors' Responsibility

Statement

Pursuant to the requirement under
Section 134(5) of the Companies
Act, 2013, it is hereby confirmed: -

Ý that in the preparation of the
accounts for the financial year
ended 31st March, 2025, the
applicable accounting standards
have been followed read along
with proper explanation relating
to departures;

Ý that the Directors have selected
such accounting policies and
applied them consistently and
made judgments and estimates
that were reasonable and
prudent so as to give a true and
fair view of state of affairs of
the Company at the end of the
financial year and of the profit
of the Company for the year
under review;

Ý that the Directors have
taken proper and sufficient

care for the maintenance of
adequate accounting records in
accordance with the provisions
of the Companies Act, 2013 for
safeguarding the assets of the
Company and for preventing
and detecting fraud and other
irregularities;

Ý that the Directors have
prepared the accounts for the
financial year ended 31st March
2025 on a ‘going concern' basis;

Ý that the Directors had laid
down internal financial controls
to be followed by the company
and that such internal financial
controls are adequate and were
operating effectively;

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

22. Internal Financial Controls

The Corporation has adequate
internal controls system
commensurate to its nature of
business. Audit of internal financial
control was completed by the
Board appointed Auditor.

Board has laid down adequate
policies and procedures such as
Licensing Procedure, Purchase
Procedures, Engineering & Works
Manual, SoP for Cash & Bank
Transactions, Internal Financial
Control Policy, Risk Control
Mechanism, Delegation of Powers
etc. for ensuring the orderly and
efficient conduct of business.

Professional services of Chartered
Accountant Firms are availed to
conduct Internal Audit of all units/
verticals of ITDC. A detailed Internal
Audit manual duly approved by
the Board of Directors has been
circulated to all the units.

Internal Auditors monitor and
evaluate the efficacy and adequacy
of the internal checks & control
systems. Quarterly Internal Audit
Reports are submitted by Internal
Auditors. Corrective actions,
wherever required, are taken by
the units/verticals. Significant
observations, if any, are reported to
the Audit Committee.

23. Related Party Transactions

There are no materially significant
related party transactions
reportable under Section 188 of the
Companies Act, 2013 except the
loan to subsidiary companies which
have been described at Note No. 39.
The Audit Committee and the Board
has approved a policy on materiality
of the related party transactions,
which is posted on the website of
the company https://itdc.co.in/wp-
content/uploads/2024/08/RPT-
Policy_2024.pdf
. This policy has
been revised by the Board in the
meeting held on 2nd August, 2024.

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 are given in prescribed
format AOC-2 at Annexure-A of the
Board Report.

24. Disclosure as per OM of Ministry
of Parliamentary Affairs

In compliance with the OM F.No.
28(1)/2016-Leg.I dated 24.01.2018
of Ministry of Parliamentary
Affairs, Government of India on
the recommendations made by the
Committee on Papers Laid on the
Table (Rajya Sabha), details related
to vigilances, Audit Objections and
RTI matters etc. are required to be
included in the Annual Report of
the Company. The relevant details
are as under :

Vigilance Cases
i) Vigilance cases:

Number of Vigilance cases
disposed off during the FY
2024-25 (i.e., from 01.04.2024
to 31.03.2025) are 18(Eighteen)
whereas the pending Vigilance

cases are 05 (Five) as on
01.04.2025. The pending
disciplinary cases are 03(Three)
as on 01.04.2025.

The gist of nature of such cases
are the procedural lapses in
tendering cases, violation of
the terms & conditions of the
agreement, Award of work
without prior approval etc.

ii) Number of Directors/KMPs/
employees/workers against
whom disciplinary action was
taken by law enforcement
agency for charges of bribery/
corruption:

FY

FY

2024-25

2023-24

(Current

(Previous

Financial

Financial

Year

Year)

Directors

NIL

NIL

KMPs

NIL

NIL

Employ-

Nil

Nil

ees

Workers

N.A.

N.A.

Audit Objections

There are total outstanding 230
para pending for resolution with
CAG for Transaction Audit as on
31.03.2025.

The reply to the said para are under
submission.

RTI Matters

The Corporation is a Public Authority
under clause (h) of Section 2 of
Right to Information Act, 2005. The
Corporation has taken necessary
steps for the implementation of the
Right to Information Act, 2005. The
Corporation is in compliance with
the RTI Act, 2005.

25. Report under section 22 of The
Sexual Harassment of Women
at Workplace (Prevention,
Prohibition and Redressal) Act,
2013

The Corporation has constituted
necessary Internal Committee

under the Sexual Harassment of
Women at Workplace (Prevention,
Prohibition and Redressal) Act,
2013.

During 2024-25, four complaints
were received and one complaint
was pending at the end of the
year 2024-25 which is pending
since 31st January, 2025. Further
all women employees are covered
under Maternity Benefit scheme as
per the law.

26. Corporate Social Responsibility
and Sustainable Development

Pursuant to the recommendation
of the CSR Committee, Board
resolved to donate '1.33 crore in
Prime Minister's National Relief
Fund against CSR budget of
'1.3219 crore.

The Annual Report on CSR
Activities and the Report on the
Sustainable Development Activities
are annexed as Annexure III.

27. Risk Management Policy and its
implementation

ITDC has a Board approved Risk
Management Policy laying down
a sound process for identification
and mitigation of risks. In
accordance with the policy, the
heads of all strategic divisions/
units have been nominated as
Risk Manager and a committee
namely Risk Management
Compliance Committee (RMCC)
presently headed by GM (Hotels)
has been constituted to oversee
and ensure compliances with the
risk management policy of the
Corporation.

During the Financial Year 2024¬
25, two meetings of the Risk
Management Compliance

Committee were held on 12.07.2024
and 24.12.2024.

As per clause 21 of SEBI (Listing
Obligation and Disclosure
Requirement) Regulation, 2015,
a Board level Risk Management
Committee has been constituted.

Present constitution of the

committee is as under :

(i) Ms. Ranjana Chopra, SS&FA
(Tourism) - Member

(ii) Shri Lokesh Kumar Aggarwal,
Director (F) - Chairman

(iii) Shri Rajesh Rana, Director
(C&M) - Member

(iv) Dr. Manan Kaushal, Independent
Director - Member

(v) GM (Hotels) - Member

(vi) VP (F&A), HoD - Member

The role and responsibilities of the Risk
Management Committee is defined in
Part D of the Schedule II to SEBI (LODR)
Regulations which is duly approved by
the Board.

During the financial year 2024-25,
two meetings of the Board Level Risk
Management Committee were held on
02.08.2024 and 27.12.2024.

Summary of Critical Risks requiring
immediate action and medium risks
not requiring immediate action having
combined score of 6 and above as per
new format and Risks in the category
of Likely and Almost Certain as per old
format as presented in the Board Level
Risk Management Committee Meeting
held on 02.07.2025 were as under :

1. Economic Risks: Dependence
on Govt. Business, Emergence
of new hotels, Dependence on
few verticals.

2. Industrial Risks: Threat to
Market share- More players
from both PSUs and Pvt. Sector
are coming in Hospitality and
Tourism related services.

3. Management & Operational

Risks: Up-gradation of

Technology, Cyber Security

4. Personnel Risks: Non¬

availability of adequate skill sets

5. Political Risk: Ongoing

disinvestment of ITDC

properties

6. Legal Risk: Significant legal
case load.

The mitigation measures against
the above mentioned identified
risks are in place.

28. Auditors and Auditor's Report

The Comptroller & Auditor General
of India have appointed M/s HDSG &
Associates, Chartered Accountants
the Statutory Auditors for entire
ITDC including its divisions/
units under section 134(5) of the
Companies Act, 2013.

Management Reply to the
Qualifications given by the
Auditors Report (Standalone
and Consolidated ) are placed at
Annexure-IV.

29. Secretarial Auditor and
Secretarial Audit Report

ITDC Board in its meeting held on
29th March, 2023 appointed M/s
P.C. Jain & Company, Company
Secretaries as the Secretarial
Auditors for conducting the
Secretarial Audit as required under
Section 204 of the Companies Act,
2013 for a period of three years. The
Secretarial Audit Report is placed at
Annexure-V and Certificate of Non¬
Disqualification of Directors given
by the Secretarial Auditor is placed
at Annexure-VI and management
replies to the comments and
observations of the Secretarial
Auditors on the report are given at
Annexure VII.

30. Cost Records

Corporation is not required to
maintain cost records in accordance
with Section 148 of the Act read
with Rule 3 of the Companies (Cost
Record and Audit) Rules, 2014 as
the service of the Company are not
covered under the said rules.

31. Extract of Annual Return

In accordance with Section
134(3)(a) and Section 92 of the
Companies Act, 2013, the annual
return of company is available on
the website and can be accessed
at https://itdc.co.in/wp-content/
uploads/2025/04/Annual-Return-
for-the-Financial-Year-2023-24.pdf

32. Significant and material orders

There are no significant and
material orders passed by the
regulators or courts or tribunals
impacting the going concern status
and company's operation in future.

33. Comments of the Comptroller
and Auditor General of India

‘Nil' Comments received from the
Comptroller & Auditor General
of India, under Section 143(6)
of the Companies Act, 2013 on
the Accounts (Standalone and
Consolidated) of the Company
for the financial year ended 31st
March, 2025 (enclosed at the end
of the Annual Report).

34. Material changes and

commitments affecting the
financial position of the Company
between the end of the Financial
year and the date of the Report

Status of Disinvestment of

properties of ITDC and its JV
Subsidiaries:

No. of hotels disinvested during
2024-25 (Upto the date of Report):
Nil

Status of disinvestment of Properties of ITDC and its JV companies as on date is as under

Name of Property

Hotel Pondicherry Ashok, Puducherry

Current Status

Ý M/s CBRE South Asia Pvt. Ltd. appointed as Transaction Advisor (TA).

Ý TA submitted the Inception Report and Draft Valuation Report. M/s CBRE also gave an option of selling the
vacant land and giving existing hotel on O & M to third party in PPP mode.

Ý IMG in the meeting held on 04.03.2021 decided to give the existing Hotel along with 8 acres of land
for development on O & M basis for 50 years and remaining land of Hotel Pondicherry Ashok will be
monetized through DIPAM. IMG directed the ITDC officials for roadshow.

Ý Roadshow conducted by ITDC officials along with State Government officials from 15th March, 2021 to
19th March, 2021. Participants in the roadshow gave various suggestions including the option of lease
in place of O & M as in case of O & M, additional construction is not allowed. Report of Roadshow was
presented to the IMG in the meeting held on 0709.2021. IMG directed M/s CBRE to do the analysis on
various options viz. O&M/Lease/Licensing including its tenure and place their analysis report along with
recommendations in the next IMG meeting.

Ý The analysis report received from the CBRE. State Government gave some observations which are yet to be
resolved by M/s CBRE.

Ý Joint Secretary-(UT)-MHA held a meeting on 12.04.2022 with the office of the Chief Secretary, Govt. of
Puducherry. It was discussed that the current law in Puducherry allows lease of 19 years only and any lease
can be given under the extant law of the State.

Ý In the IMG meeting held on 02.05.2022, IMG discussed that if permission for leasing beyond 19 years is
not possible, we may propose to the State Government for buying out the equity stake of ITDC in the JV
Company.

Ý In the IMG meeting held on 22.09.2022, MD-Pondicherry Industrial Promotion and Development Investment
Corporation (PIPDIC) apprised that the PIPDIC Board had accorded approval to buy out the 51% equity of
ITDC in the Pondicherry Ashok Hotel Corporation Limited. PIPDIC vide letter dated 03.11.2022 forwarded
the resolution of the PIPDIC Board conveying the acceptance of the proposal in principle subject to State
Government approval.

Ý Reply dated 18.07.2024 from the State Government is received regarding mode of valuation to be decided.

Ý ITDC requested MoT to call the IMG meeting for appointment of Valuer/Transaction Advisor.

Name of Property

Hotel Kalinga Ashok, Bhubaneswar

Current Status

Ý RFP floated in 2017, 2018 and 2019 but remained unsuccessful. IMG in the meeting held on 06.03.2020
decided to retender with revised selection criteria.

Ý In the IMG meeting held on 04.03.2021, TA presented the revised selection criteria.

Ý Roadshows were conducted from 15th March, 2021 to 19th March, 2021. Participants in the roadshow
gave various suggestions including the option of lease in place of O & M as in case of O & M, additional
construction is not allowed. Report of Roadshow was presented to the IMG in the meeting held on
0709.2021. IMG decided that a letter may be sent to the State Government seeking permission for sub¬
leasing of property and for increasing the lease tenure for developing the property on PPP model. Letter
accordingly sent by Secretary (Tourism), GoI to the Chief Secretary, Govt. of Odisha on 12.10.2021.

Ý On 22.04.2022, a meeting of DG (Tourism)/MD-ITDC was held with the Chief Secretary-Odisha and
Principal Secretary (Tourism), Govt. of Odisha regarding request of Secretary (Tourism)-GoI vide letter
dated 12.10.2021 and 27.12.2021 for allowing ITDC to sub-lease the property of Hotel Kalinga Ashok and for
increasing the lease tenure of the property.

Name of Property

Hotel Kalinga Ashok, Bhubaneswar

Current Status

Regarding sub-leasing of the property, officials of Odisha Govt. apprised that as per the extant laws of the
Odisha Govt., for allowing sub-leasing a consent fee of '15 crore per acre is charged and needs to be paid by
the Concessionaire. Regarding increasing the lease tenure, officials of the Odisha Govt. apprised that property
has still left 50 years of remaining lease tenure. For increasing/extension of the lease tenure, GA Department
has to move fresh proposal, the premium is to be charged de novo.

Govt. of Odisha was requested to send the reply of the letter sent by the Secretary (Tourism), GoI on 12.10.2021
and 2712.2021.

Ý 38th IMG meeting was held on 02.05.2022 in which IMG discussed that since State Government
has reiterated the consent fee for sub-leasing permission, property can be tendered for O & M for
30 20 years instead of sub-leasing as approximately 52 years lease period is left. IMG decided that
if State Government is interested to take back the property, the matter may be discussed with the
State Government along with Hotel Nilachal Ashok, Puri. IMG directed that a clear reply of the State
Government should be obtained before the next IMG meeting. Letter sent from Secretary (Tourism),
GoI to the Chief Secretary, Odisha on 10.06.2022.

Ý IMG in the meeting held on 22.09.2022 was apprised that in the meeting held on 06.09.2022 between
the Chief Secretary, Odisha and MD-ITDC, ITDC was requested to send the terms & conditions for transfer
of land and building of Hotel Kalinga Ashok to the Govt. of Odisha. IMG directed ITDC to send the reply
to the Odisha Government at the earliest. Director (Tourism), Govt. of Odisha was also requested to send
the reply of the letter dated 10.06.2022 sent by Secretary (Tourism), GoI to the Chief Secretary, Odisha.
IMG directed that Govt. of Odisha and ITDC to discuss mutually on the terms of transfer and apprise the
result to the IMG in the next meeting. Regarding detailed proposal from ITDC side to Odisha Govt , this was
discussed that consultant appointed for Hotel Kalinga Ashok would be asked to work out a proposal on
behalf of ITDC considering all the aspects to safeguard interest of ITDC.

Ý Proposal from M/s CBRE received and placed before the ITDC Board in the meeting held on 29.03.2023.
Board approved the proposal. Letter dated 30.072024 sent from the Secretary (Tourism) to the Chief
Secretary (Odisha).

Ý Further meeting in this connection at the level of Secretary (Tourism),GoI and the Chief Secretary Odisha
Govt. and the MD-ITDC and the Secretary (Tourism) Odisha Govt. were held in which it was decided
that property on the leasehold land and also the freehold land will be divested by ITDC and the State
Government will take the properties on basis of the valuation.

Ý Further directions in this connection are awaited.

Name of Property

Hotel Ranchi Ashok, Ranchi

Current Status

Ý Operations of the Hotel is closed since 29.04.2018.

Ý IMG in its meeting on 13-09-2018 had approved the valuation of RABHCL on “as is where is basis” for the
purpose of transfer of equity.

Ý VRS was offered thrice. Presently, there are six employees who have not accepted the VRS so far. VRS dues
were funded by ITDC by way of loan to Ranchi Ashok Bihar Hotel Corporation Ltd. (RABHCL)

Ý MoU for transfer of 51% equity stake of ITDC in RABHCL to Govt. of Jharkhand signed on 24.11.2020.
Consideration against the equity shares and dues of ITDC have been received on 28.12.2020.Dues like VRS
dues and outstanding dues of employees remained pending.

Ý Draft Cabinet Note for taking approval of CCEA in this regard was sent to Ministry of Tourism for taking
necessary action for taking approval of CCEA. Revised Draft CCEA Note was sent in August, 2022.

Ý Proposal for fourth time VRS was also approved by the Board and is pending for approval by the MoT.

Ý In view of dire threats by employees of Hotel Ranchi Ashok due to non-payment of their dues, ITDC
disbursed loan of '6.13 crore to RABHCL to clear the outstanding dues of employees up to June 2022.
BSTDC did not extend their share towards the same.

Ý ITDC has also been extending loans regularly to meet statutory and security expenses. Present outstanding
payable to ITDC is '9.72 crores as on 31.05.2024.

Ý DIPAM has advised for taking approval of Alternative Mechanism instead of CCEA route in the case of
transfer of shareholding in Punjab Ashok Hotel Company Ltd. (PAHCL).

Ý Note for Alternative Mechanism was sent ot the MoT on 04.09.2024. MoT vide email dated MoT vide email
dated 15.07.2025 has communicated the approval of Alternative Mechanism.

Name of Property

Hotel Nilachal Ashok, Puri

Current Status

Ý Property was tendered out for sub-leasing. LoI issued to successful bidder in 2010. The bidder could not
fulfill the terms of the LoI. LoI was cancelled. Bidder went to the Court. Supreme Court on 04.10.2021
dismissed the appeal of bidder and pronounced judgement in favour of ITDC. Supreme Court has directed
ITDC to refund the amount of '4.11 crore to the appellant and for the balace amount of '4.41 crore, M/s
Paulmech has been given liberty to file a civil suit for recovery of '4.41 crores and all contentions of the
parties in that regard are left open. Supreme Court in its judgement has also observed that pendency of
the Civil Suit that may be filed by M/s Paulmech shall not be an impediment for UAHCL to deal with the
property or to re tender the same in any manner.

Ý As per the order of the Supreme Court, ITDC refunded the amount of '4.11 crore to the Appellant.

Ý UAHCL Board in its meeting held on 06.01.2022 approved that proposal of initiating disinvestment process
of Hotel Nilachal Ashok, Puri be sent to IMG for taking a decision.

Ý IMG in its meeting held on 02.05.2022 decided that State Government must be involved in the matter.
All options viz.

Ý Taking back of the property by the State Government if they pay JV dues towards ITDC & equity
valuation; or

Ý Sub-leasing of the property as per the sub-leasing permission given by the State Government in 2007;
or

Ý O & M/Licensing out of the property in case State Government insists consent fee to be paid for sub¬
leasing of property etc.

To be discussed with the State Government and the views of the State Government should be taken in
writing. After having taken the views of the State Government, financial and legal pros and cons of all
the options to be analyzed and if needed, opinion of outside legal expert may be taken and the report
to be put up to the IMG in the next meeting for taking a decision.

Ý Letter sent on 08.06.2022 from DG (Tourism), GoI to the Chief Secretary, Odisha in this regard, reply is
awaited. Reminder letter sent on 02.12.2022, 13.03.2023 and 21.11.2024.

Ý Further meeting in this connection at the level of Secretary (Tourism),GoI and the Chief Secretary Odisha
Govt. and the MD-ITDC and the Secretary (Tourism) Odisha Govt. were held in which it was decided that
the share of ITDC in the paid up capital will be divested by ITDC and the State Government will take the
properties on basis of the valuation.

Ý Further directions in this connection are awaited.

Ý M/s Paulmech has sent a demand notice dated 10.01.2025 for recovery of balance amount of '4.11 crore
Interest Damages and has filed a civil suit in Puri Court for the same.

Name of Property

Incomplete Project of Anandpur Sahib

Current Status

Ý In the IMG meeting held on 29.11.2018, it was decided to handover the incomplete project to the State
Government.

Ý In the IMG held on 06.03.2020, representative of Govt. of Punjab proposed for sharing depreciated cost of
building and actual cost of other expenditure being incurred by the company. IMG directed Punjab Govt. to
send the proposal to ITDC for bringing the same before IMG after its approval from the JV Board and ITDC
Board.

Ý Additional Chief Secretary, Govt. of Punjab vide its D.O. letter dated 25.08.2021 sent the proposal to ITDC
to pay '79,39,257/- as depreciated cost of building as full and final amount to ITDC against transfer of all
rights and ownership of the project to PTDC and other expenses will be borne by both the Joint Venture
Partners as per their respective shareholding and will be booked as loss in their books of accounts. The
proposal was examined and placed in the ITDC Board Meeting held on 28.03.2022 for approval. Board
approved the proposal.

Ý In the IMG meeting held on 22.09.2022, IMG approved the Valuation of '79,39,257/- for transfer 51%
equity of ITDC in the Punjab Ashok Hotel Company Limited to the PTDC/Govt. of Punjab. The Share Transfer
Agreement will be executed after the CCEA approval and receipt of funds from the Punjab Government.
IMG also directed to send the Draft MoU to the Govt. of Punjab.

Ý MoU signed on 14.02.2023. Draft CCEA Note sent to the MoT on 17.02.2023 for further action.

Ý CCEA Note was circulated by the MoT for inter ministerial consultations. DIPAM advised for taking approval
of Alternative Mechanism instead of CCEA Note. Accordingly the note for Alternative Mechanism has been
sent to MoT on 28.03.2024. Revised Note was sent on 03.07.2025.

Current Status

Hotel The Ashok, New Delhi

Current Status

M/s Feedback Infra appointed as Transaction Advisor by DIPAM, MoF, GoI on 14.01.2020 for studying lease
terms & conditions of land, O & M/Sub-leasing of Hotel Ashok and utilization of vacant land in Hotel Ashok-
Hotel Samrat Complex. M/s Feedback submitted the report to DIPAM which was discussed in the IMG on
20.072020 held by DIPAM. Consultant recommended dividing the site into 4 land parcels as under :

Parcel 1- Samrat Hotel : Samrat Hotel will be retained by ITDC.

Parcel 2 - Ashok Hotel : Consultant has recommended licensing out of Ashok Hotel for (30 30) years on
Operation, Management and Development (OMD) model.

Parcel 3 : Commercial Development -spare land (1.83 acres)

Parcel 4- Hotel/Serviced apartments development - spare land (6.3 acres)

The recommendations of the Consultant was discussed in the Inter Ministerial Group (IMG) meetings held on
20.072020, 06.01.2021 and Core Group of Disinvestment (CGD) meetings held on 27.10.2020 and 15.03.2021.
Last CGD meeting was held on 15.03.2021 in which the recommendations of IMG meeting held on 06.01.2021
were upheld.

DIPAM asked the Ministry of Tourism to take the approval of the Cabinet Committee on Economic Affairs
(CCEA) for the recommendations of the CGD and for conducting roadshows.

Draft CCEA Note was issued by the Ministry of Tourism on 11.01.2022 for further actions.

Ministry of Tourism has forwarded a note dated 31.05.2022 in which following observations were given :
“Since there are restrictions for making changes in the existing building of Hotel Ashok, the concessionaire may
need flexibility of space to create an entire experience of luxury, essential for developing a hotel of this class. To
the extent, the land is required functionally, it will become a Core Asset and not handled as a separate Parcel.
Therefore a clarification is required, whether this requirement has been appropriately taken into consideration
before carving out these two Land Parcels (Parcel 3 and Parcel 4). Inputs from the market players/potential
bidders may also be taken in this regard.

Further, in order to form a view on the relative pros and cons of various options worked out by the Consultants,
inputs from the market players/potential bidders would be required.

Further a clarification is also sought from the Ministry as to whether these parcels can be considered as 'core'
assets as far as financial rationale is concerned.”

With regard to above observations, matter was discussed with the Consultant. A roadshow was held on 22nd
August, 2022 at Ashok to obtain the views of market players/potential bidders on the models suggested in the
feasibility report.

The Consultant has arrived at the at two options of reconfigured proposition,

a) Since the vision is to upgrade and modernize Hotel Ashok, combining Parcel 3 with Hotel Ashok with
limitation on development on parcel 3 (to maintain view of the hotel and green areas which are essential
part of a five star hotel) and development of parcel 4 being undertaken at a subsequent stage. This will
enable the project to remain Hotel centric and retain the legacy.

b) Bidding the entire land parcel of 19 acres including Hotel Ashok as a one block with limitation on utilization
of the balance built up area on demarcated portion of the land parcel (on the back side- parcel 4 in the
current context).

Accordingly, the reply was sent to the Ministry of Tourism with reference to the note dated 31.05.2022.

A meeting of the Secretary (Tourism), GoI with the official of Niti Aayog was held on 27.01.2023 in which the
official of ITDC were present wherein the modalities for going through PPPAC mode was discussed.

Further meetings held with the official of Niti Aayog and as per the advice, IIT Roorkee has been engaged for
structural study of the hotel building. The report has been received.

Further action in the matter is under process.

Name of Property

Hotel Jammu Ashok, Jammu

Current Status

Ý 40 years lease period of the land expired in January 2010. ITDC had first requested for an extension in
February 2007. ITDC repeatedly requested State Government for renewal but the renewal of land lease
remained pending with the State Government.

Ý Govt. of J & K vide letter dated 20.03.2020 informed about non-renewal of lease and resumption of land
by the State Govt.

Ý Pursuant to the Board decision, Operation of Hotel closed on 1706.2020 and employees were offered VRS.
Those who did not opt VRS, were adjusted in other units of ITDC.

Ý Matter was pursued with the State Govt. for taking possession of the Hotel after payment of compensation
in accordance with clause 3 (ii) of the lease deed.

Ý In the IMG meeting held on 22.09.2022, IMG approved the Valuation of '11,09,75,370/- for transfer of all
property, Plant and Equipment items constructed by ITDC on the leased land such as Building, Plant &
Machinery, Furniture, Fixtures, Office Equipment and Inventory including Capital WIP etc. on “As is where
is basis”.

Ý MoU signed on 09.02.2023. Draft CCEA Note sent to the Ministry of Tourism for further action.

MoT has circulated the Draft CCEA Note for Inter Ministerial Consultations. DIPAM advised to take approval of

Alternative Mechanism (AM) in place of CCEA.

Ý Note for Alternative Mechanism was sent to MoT on 29.08.2024.

Acknowledgement

i. The Board places on record its sincere appreciation towards all the stakeholders of the Company including customers/
clients, suppliers/vendors/service providers for the support and confidence reposed by them in the organization and look
forward to the continuance of this relationship in future.

ii. The Board gratefully acknowledges the support and guidance received from various Ministries of the Government of India
particularly the Ministry of Tourism, in Company's operations and developmental plans.

iii. The Board also wishes to record its deep gratitude to all the members of ITDC family whose enthusiasm, dedication and
co-operation, put the Company on the path of progress.

For and on behalf of Board of Directors
Sd/- Sd/-

Date : 20.08.2025 Lokesh Kumar Aggarwal Mugdha Sinha

Place : New Delhi Director (Finance) Managing Director

DIN 09714805 DIN 03527870