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Company Information

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INDIA TOURISM DEVELOPMENT CORPORATION LTD.

22 September 2026 | 03:59

Industry >> Hotels, Resorts & Restaurants

Select Another Company

ISIN No INE353K01014 BSE Code / NSE Code 532189 / ITDC Book Value (Rs.) 50.38 Face Value 10.00
Bookclosure 15/09/2026 52Week High 822 EPS 9.64 P/E 73.19
Market Cap. 6053.18 Cr. 52Week Low 368 P/BV / Div Yield (%) 14.01 / 0.42 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 :2026-03 

Your Directors have pleasure in presenting the 61st Annual Report together with the Audited Accounts of the Corporation
for the year ended 31st March, 2026.

2. Performance Highlights

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

S. No.

Particulars

Audited

2025-26

Audited

2024-25

1

Revenue from Operations

527.43

565.75

2

Total Income

558.35

588.33

3

Profit before tax

114.01

99.69

4

Profit after tax

84.02

81.80

5

EPS ( In Rupees)

9.85

9.60

6

Networth

461.61

400.37

1. During the Financial Year
2025-26, the corporation has
recorded a Revenue from
Operation of '527.43 crore as
against '565.75 crore during 2024¬
25. Despite a slight dip in Revenue
from Operations, the profit before
tax (PBT) increased to '114.01 crore
reflecting an increase of 14.36%
over the previous year PBT of '99.69
crore. The profit after tax (PAT)
increased to '84.02 crore marking
a 2.71% rise over the preceding
period figure of '81.80 crore. This is
mainly because of various systems
improvement measures increasing
the operational efficiency.

3. Division wise financial
performance :

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

i) Hotels Division has achieved
turnover of '339.70 crore during
the year 2025-26 as against
'338.17 crore in the previous
year. The Division earned a
profit of '87.05 crore as against
a profit of '73.17 crore during
the previous year 2024-25.

ii) The turnover of the Ashok
Events Division increased to
'167.45 crore during 2025¬
26 from '153.86 crore during

2024- 25 and it has earned a
profit of '21.85 crore as against
profit of '15.45 crore in the
previous year 2024-25.

iii) The turnover of Ashok Travels
& Tours (ATT) Division during

2025- 26 is '24.11 crore as
against '46.54 crore during the
year 2024-25. The ATT Division

has earned profit of '1.36 crore
as against profit of '11.01 crore
in the previous year.

iv) The turnover of Ashok
International Trade Division
(AITD) was '15.14 crore during
the year 2025-26 as against
'13.24 crore in the previous
year 2024-25. During the year
2025-26, 14 duty free shops
were in operation at seaports
and one Airport Visakhapatnam.

v) The Engineering Division
including SEL Projects
achieved a turnover of
'8.80 crore during the year
2025-26 as against the turnover
of '32.51 crore in the previous
year 2024-25.

vi) IHM Ashok formerely known

as The Ashok Institute of
Hospitality and Tourism
Management (AIH&TM)

achieved turnover of '3.18 crore
during 2025-26 as against a
turnover of '3.47 crore in the
previous year 2024-25.

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,
2026.

5. Dividend

Board has recommended a
dividend of '2.95 per share i.e.
29.5% on the equity share capital of
the company aggregating to '25.31
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. 2024-25 was done

Financial Parameters:

S.No.

Parameter

Target

1

Revenue from Operations

?640 Crore

2

EBITDA as per a percentage of Total Income

21.50%

3

Return on Networth

19.80%

4

Asset Turnover Ratio

77%

5

Procurement through GeM (As a percentage of total pro-curement)

100%

6

Trade Receivables (as number of days of Revenue from Operations)

50

7

Total Return to Shareholders

100%

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by the DPE. ITDC received a ‘Very
Good’ MoU rating from the DPE
with 79.69 marks out of 100.

Non-Financial Parameters:

1. DPEguidelinesonCSR Expenditures

2. SEBI (LODR) Regulations on
Corporate Governance:

a) Composition of Board of
Directors

b) Board Committees

c) Holding Board and Committee’s
meetings

d) Related Party Transactions

e) Disclosures and Transparency

3. Onboarding of CPSE on all
operational TReDS platforms

4. Timely payment to MSE vendors as
prescribed in MSMED Act

5. Procurement of goods and
services (as percentage of total
procurement), from:

a) MSEs overall - 25%

b) SC/ST owned MSEs-4%

c) Women owned MSEs - 3%

6. Steps and Initiatives taken for
Health and Safety Improvement of
Human Resources in CPSE

7. Targets under PM Internship
Scheme of MCA

8. Leadership Development Plan

9. Surplus Non-core Assets (Land and
Building) Monetization Plan

Evaluation for 2025-26 is under
submission. Earlier ITDC signed the
MoU 2025-26 with the Ministry of

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 2025-
26, the Corporation has procured
41% (previous year 56%) 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 less than one percent of total
procurement from MSEs while
procurement from MSEs owned
by Women Entrepreneurs is 1.44%
of total procurement from MSEs.
Further all tenders contained a
class for due preference to MSEs
as per Gol guidelines. Continuous
Vendor Registration for MSEs is
allowed through our websites and
Vendor Development Programmes
are conducted at regular intervals
for the MSEs.

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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 2025-26
increased to ?12.08 crore against
n0.90 crore during the previous
financial year 2024-25.

13. Subsidiary Companies

As on 31.03.2026, 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.
Ministry of Tourism vide its OM
dated 26.09.2025 has conveyed the
approval of Alternative Mechanism
(AM) dated 15.09.2025 for transfer
of 51% shareholding of ITDC in
Punjab Ashok Hotel Company Ltd.
to the Govt, of Punjab/PTDC. 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. Ministry of Tourism vide
email dated 15.07.2025 conveyed
approval of Alternative Mechanism
(AM) which was obtained by DIPAM.

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 2025-26, no
employee approached the Audit
Committee through Whistle Blower
Mechanism.

15. Board of Directors

During the year, Ten 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 three Independent
Directors including one Woman
Independent Director are vacant.

<\) Non-Executive Chairman

Post is vacant.

3) 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. Vandana Jain appointed as
Government Nominee Director
w.e.f. 08.05.2026

(b) Independent part time
Directors :

Shri Malay Kumar Singha
appointed as Independent
Director w.e.f 18.06.2026.

(D) During the financial year
2025-26, following directors
were appointed/ceased to be
appointed:

Shri M.R. Synrem, IAS, ceased to
be the Managing Director w.e.f.

11.04.2025.

Dr. Manan Kaushal re-appointed
as Independent Director w.e.f.
16.04.2025 & ceased to be Director
w.e.f. 15.04.2026.

Ms. Mugdha Sinha, IAS , appointed
as Managing Director w.e.f.

28.04.2025.

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 Rajesh Rana
retire by rotation at the ensuing
Annual General Meeting and
being eligible, offer himself 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 Vandana Jain (AS&FA,
MOT), Govt. Nominee Director-
(Ordinary Resolution)

2. Shri Malay Kumar Singha,
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.

Details of Familiarization
Programmes are given in the
website
https://itdc.co.in/wp-
content/uploads/2026/04/1
Familiarization
Programme 2025 2026.pdf

17. Declaration by Independent
Directors

The Company has received
necessary declaration from
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 was 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 2025-26 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: -

• that in the preparation of the
accounts for the financial year
ended 31st March, 2026, the
applicable accounting standards
have been followed read along
with proper explanation relating
to departures;

• 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;

• 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;

• that the Directors have
prepared the accounts for the
financial year ended 31st March
2026 on a ‘going concern' basis;

• 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;

• 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. The Audit of Internal
Financial Control was done by the
Auditors appointed by the Board.
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.

There was no Related Party
Transaction which needs to be
reported in the form of AOC-2, in
terms of Section 134(3)(h) read
with Section 188 of the Company
Act, 2013.

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
2025-26 (i.e., from 01.04.2025
to 31.03.2026) are 38 (Thirty
Eight) whereas the pending
Vigilance cases are 02 (Two)
as on 01.04.2026. The pending
disciplinary cases are 10 (Ten)
as on 01.04.2026.

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 2025-26
(Current
Financial
Year)

FY 2024-25
(Previous
Financial
Year)

Directors

-

-

KMPs

-

-

Employees

02

Nil

Workers

-

-

Audit Objections

There are total outstanding 182
para pending for resolution with
CAG for Transaction Audit as on

31.03.2026. The replies 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 2025-26, no complaints
were received. 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 '1,92,10,500/- in Prime
Minister's National Relief Fund.

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

27. Risk Management Measures

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
2025-26, two meetings of the
Risk Management Compliance
Committee were held on 13.06.2025
and 16.01.2026

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

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

(iii) Ms. Vandana Jain, Govt.
Nominee Director - Member

(iv) Shri Malay Kumar Singha -
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
2025-26, three meetings of the
Risk Management Committee were
held on 02.07.2025, 19.01.2026 and

24.03.2026. In the meeting held on

24.03.2026, approval of the Board,
Audit Committee and the Risk
Management Committee was obtained
on the revised Risk Management Policy.

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 Risk
Management Compliance Committee
Meetings and Board Level Risk
Management Committee Meetings
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, Data Security &
Cyber Security

4. Personnel Risks: Non¬

availability of adequate skill
sets, Enhanced liability of Non¬
permanent employees due to
new labour codes

5. Political Risk: Ongoing

disinvestment of ITDC

properties

6. Legal Risk: Significant 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 139(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. Comments of the Comptroller
and Auditor General of India

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, 2026 (are placed at
Annexure V & the management
reply thereto are placed at
Annexure VI).

30. Secretarial Auditor and
Secretarial Audit Report

ITDC Board in its meeting held on
12th August, 2025 appointed M/s
Chandradip Bharati & Associates
as the Secretarial Auditors for
conducting the Secretarial Audit as
required under Section 204 of the
Companies Act, 2013 for a period
of five years. The Secretarial Audit
Report is placed at
Annexure-
VII
and Certificate of Non¬
Disqualification of Directors given
by the Secretarial Auditor is placed
at
Annexure-VIII and management
replies to the comments and
observations of the Secretarial
Auditors on the report are given at
Annexure IX.

31. 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.

32. 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/investor post cat/
annual-return/

33. 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.

During the Financial Year 2025¬
26, three approvals of Alternative
Mechanism (AM) were received
for disinvestment of three hotel
properties as under :

1. Hotel Ranchi Ashok

2. Hotel Jammu Ashok

3. Incomplete Project of Anandpur
Sahib

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

Name of Property

Incomplete Project of Anandpur Sahib

Current Status

• Ministry of Tourism vide its OM dated 26.09.2025 has conveyed the approval of Alternative Mechanism
(AM) dated 15.09.2025 for transfer of 51% shareholding of ITDC in Punjab Ashok Hotel Company Ltd. to
the Govt. of Punjab/PTDC. In this connection, the approval of AM along with the Draft Share Transfer
Agreement (STA) has been sent to PTDC vide email dated 10.11.2025. Some observations received from
Govt. of Punjab which have been replied back. Reminder email sent on 17.04.2026. A D.O. letter dated
29.05.2026 and 20.08.2026 were sent from MD-ITDC to the Chief Secretary, Govt. of Punjab for expeditious
response in the matter.

Name of Property

Hotel Jammu Ashok, Jammu

Current Status

• Approval of Alternative Mechanism through DIPAM received from MoT on 22.09.2025. Matter was placed
before the ITDC Board in the meeting held on 23.09.2025. Board noted the approval of AM.

• Draft Transfer documents sent to Govt. of J & K on 10.11.2025 requesting for payment of consideration
amount and approval of Draft Transfer documents. D.O. letter sent on 19.11.2025 for expediting. Reminder
email sent on 1704.2026. A D.O. letter dated 29.05.2026 and 20.08.2026 were sent from MD-ITDC to the
Chief Secretary, Govt. of J & K for expeditious response in the matter.

Name of Property

Hotel Janpath, New Delhi

Current Status

• Pursuant to disinvestment policy of GoI, Hotel Janpath was handed over to the Ministry of Urban
Development vide CCEA order dated 24.05.2017. As per the CCEA decision, ITDC to be compensated for
loss of business opportunity and disputed liabilities of Hotel Janpath to be sorted out.

• Compensation as recommended by the Valuation Committee formed by the Ministry of Tourism was placed
in the 8th meeting of IMG for Hotel Janpath held on 27.05.2026.

• IMG approved the recommendation of the Valuation Committee.

• Accordingly, A D.O. letter dated 10th June, 2026 has been sent from the MD-ITDC to Ministry of Housing &
Urban Affairs (MoHUA) conveying the decision of the IMG regarding acceptance of the recommendations
of the Valuation Committee and taking further necessary action.

• Futther D.O. letter were sent on 13.08.2026 as a reminder.


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:

Name of Property

Hotel Pondicherry Ashok, Puducherry

Current Status

• 41st IMG meeting was held on 2705.2026. IMG decided that in accordance with the procedure laid down
by DIPAM vide O.M. dated 01.06.2022, as amended from time to time, ITDC Board is empowered to appoint
the TA/Valuer for Hotel Pondicherry Ashok.

• The process of appointment of TA/Valuer has been initiated.

Name of Property

Hotel Kalinga Ashok, Bhubaneswar

Current Status

• A meeting was held in ITDC HQ between the MD-ITDC and the Secretary (Tourism), Govt. of Odisha on
02.072025 in which it was in-principal agreed that the Govt. of Odisha will take over both the properties
at a mutually decided valuation. Response to the minutes of meeting is awaited. Reminder letter dated
30.07.2025 from MD-ITDC to the Chief Secretary, Odisha has been sent in this connection.

• While visiting the ITDC properties in Odisha in September, 2025, MD-ITDC also met with the Chief Secretary
in this connection on 4th September, 2025 wherein it was agreed that Odisha Government is keen to take
up Hotel Nilachal Ashok, Puri to begin with for which valuation and terms & conditions will need to be
drawn up for further discussion.

• A reminder letter dated 06.05.2026 was sent from MD-ITDC to Secretary (Tourism), Odisha for expediting
the reply of the State Government.

Name of Property

Hotel Ranchi Ashok, Ranchi

Current Status

• Ministry of Tourism vide email dated 15.07.2025 conveyed approval of Alternative Mechanism (AM) which
was obtained by DIPAM.

• Letter dated 05.01.2026 was sent to Govt. of Jharkhand requesting for clearance of dues and approval of
Share Transfer Agreement. A meeting was held with Director (Tourism)- Jharkhand on details of dues in
March, 2026. Details of dues sent on 25.03.2026. Reminder email sent on 1704.2026. A D.O. letter dated
29.05.2026 was sent from MD-ITDC to the Chief Secretary, Govt. of Jharkhand for expeditious response in
the matter.

• Further meetings were held on 12.06.2026 and 30.07.2026 between the officials of ITDC and Director
(Tourism) & other officials of Jharkhand Tourism. As per discussions, reply sent to Govt. of Jharkhand on
updated dues payable by JV Company to ITDC against loan and outstanding dues amount to '11,73,19,835/-
as on 31.08.2026 and other issues.

Name of Property

Hotel Nilachal Ashok, Puri

Current Status

• A meeting was held in ITDC HQ between the MD-ITDC and the Secretary (Tourism), Govt. of Odisha on
02.072025 in which it was in-principal agreed that the Govt. of Odisha will take over both the properties at
a mutually decided valuation. A reminder letter dated 30.07.2025 has been sent from the MD-ITDC to the
Chief Secretary, Odisha in this connection.

• While visiting the ITDC properties in Odisha in September, 2025, MD-ITDC also met with the Chief Secretary
in this connection on 4th September, 2025 wherein it was agreed that Odisha Government is keen to take
up Hotel Nilachal Ashok, Puri to begin with for which valuation and terms & conditions will need to be
drawn up for further discussion.

• A reminder letter dated 06.05.2026 was sent from MD-ITDC to Secretary (Tourism), Odisha for expediting
the reply of the State Government.

• The Agenda for placing the proposal before the IMG for appointment of Valuer/TA for valuation of the
property was put up in the Board Meeting held on 23.09.2025. Board approved the proposal. Draft IMG
Agenda for appointment of valuer was sent to MoT with the request to call the IMG meeting.

• 40th IMG meeting was held on 27.05.2026. IMG decided that in accordance with the procedure laid down
by DIPAM vide O.M. dated 01.06.2022, as amended from time to time, ITDC Board is empowered to appoint
the TA/Valuer for Hotel Pondicherry Ashok.

• The process for appointment of TA/Transaction Advisor has been initiated.

National Monetization Plan (NMP 2.0)

I. Monetization of Hotel Ashok was initially taken up in NMP 1.0 during 2020-25 which has now officially been closed.

II. During the Budget speech for the year 2026-27, Hon'ble Finance Minister announced the NMP 2.0 which includes
Redevelopment of Ashok and Hotel Samrat, the document is available in the public domain.

III. No official communication on NMP 2.0 was received by ITDC. ITDC therefore requested MoT vide email dated 17.06.2026
for communicating NMP 2.0. MoT vide email dated 29.06.2026 communicated the NMP 2.0 document.

IV. As per NMP, the year wise target has been mentioned as under :

For FY27 to FY30 : Redevelopment of Hotel Ashok

For FY30 : Redevelopment of Hotel Samrat

V. After receipt of official communication, ITDC placed the NMP 2.0 in the 410th Board Meeting held on 30.06.2026, Board
noted the same.

VI. A Meeting dated 30.06.2026 was also held in Niti Aayog, chaired by CEO Niti Aayog and attended by MD-ITDC & Sr.
Economic Advisor-MoT, in which the process regarding NMP 2.0 was informed, inter-alia, it was also brought to Niti Aayog's
attention that the figures mentioned in the NMP 2.0 document have not been submitted by either ITDC or MoT.

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: 24.08.2026 Lokesh Kumar Aggarwal Mugdha Sinha

Place: New Delhi Director (Finance) Managing Director

DIN 09714805 DIN 03527870