BUSINESS ENVIRONMENT

As per the International Monetary Fund (IMF) (World Economic Outlook¹, April 2024), the global recovery during the year remained steady but slow and differed from one region to the other; the forecast for global growth in 2023 was 3.2%, and this rate is expected to be maintained in both the years 2024 and 2025. India’s growth is projected to remain strong, with a predicted rate of 6.7% in the year 2024 and 6.5% in the year 2025. This strength can be attributed to the country’s solid domestic demand and growing working-age population, cementing its position as one of the world’s top-performing and influential economies.

Although the overall travel recovery is progressing well, there has been a shift in traffic patterns, domestic travel has shown the strongest recovery, while international travel has been slower to rebound. In terms of market segments, leisure travel has recovered before business travel. The total number of global domestic passengers in 2023 exceeded that of 2019 by 3.9%. On the other hand, international air traffic continued to lag behind its pre-pandemic levels but maintained a steady and strong growth rate, reaching 88.6% in 20 23².

In the year 2023, the domestic airline passenger traffic in India showed a notable increase of 8.2% compared to the previous year. This growth exceeded pre-pandemic levels by 6%². Additionally, foreign tourist arrivals into India saw a promising recovery, reaching 84.5%³ of the levels recorded in 2019.

According to the Global Business Travel Association (GBTA) Business Travel Industry Outlook Poll Jan 2024⁴, the global business travel industry has entered a new phase. More than four in five travel managers (83%) worldwide say their company’s business travel volume have increased. As businesses and travellers alike recognize the importance of face-to-face interactions for successful transactions, there are promising signs for growth in travel volume and expenditure in the year 2024.

FINANCIAL PERFORMANCE

During the year under review, your Company recorded Operating Income of '21,732.79 lakhs (previous year '18,404.73 lakhs) reflecting a growth of 18% over the previous year due to healthy growth in business travel. The Other Income of the Company was '392.85 lakhs (previous year '285.52 lakhs) and Post-tax profits for the year was

'2,250.30 lakhs (previous year '2,838.59 lakhs including one time deferred tax credit of '1,007.29 lakhs).

PROFITS, DIVIDEND AND RETAINED EARNINGS

Your Directors are pleased to recommend a Dividend of '5.00 per Equity Share (Previous Year '3.50 per Equity Share) of '10/- each, for the year ended 31^st March, 2024. Total cash outflow on account of Final Dividend will be '399.72 lakhs.

Details of changes in Key Financial Ratios and Return on Net Worth

The key financial ratios of the Company where there have been significant changes (25% or more) are summarized below, pursuant to Schedule V (B) to the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘Listing Regulations’):

* Capital Employed means Share Capital Other Equity (Net Worth) Total Debt Deferred Tax Liability.

Note 1- Return on Equity and Net Profit Ratio of current year is not comparable with the last year due to one-time credit towards deferred tax assets of '1,022.14 lakhs recognized in the previous year.

Travel Management Services

Most of the travel buyers report showed increase in bookings and spending for 2023 and it is expected that this year-overyear growth trend will continue (GBTA Poll Jan 2024). Industry professionals also expect some challenges ahead, with rising travel costs and overall geopolitical conditions. The financial year 2023-24 also witnessed the growing importance of sustainability in business travel.

As per GBTA estimates, India could fully reach pre-2019 spending levels by 2025 and is expected to reach 120% of its pre-COVID business travel spend in 2027.

The strong growth in the Indian aviation sector where improving seat capacity and infrastructure are both areas of focus, augur well for growth in travel.

Your Company continued its endeavours to augment its digital interventions to further enhance customer service and process efficiency through automation of related business processes. While some key industry sectors witnessed a slowdown in travel coupled with rising costs, the efforts in retention and new business acquisition coupled with initiatives to widen the service offerings and reduce structural cost helped grow the business volumes, revenue and margins.

Your Company continues to offer a full range of business travel solutions for domestic and international travel including Air Ticketing, Hotel Accommodation, Mobility solutions, Visa facilitation, Insurance and Foreign Exchange services as part of its overall bouquet of services.

Meetings, Incentives, Conferences and Exhibitions (MICE)

Corporate MICE gained momentum in later part of 2023, while visa delays continued to be a challenge for some destinations; visa-friendly destinations like Thailand, Malaysia, Dubai, Singapore witnessed increase in MICE groups.

Your Company handled several Outbound & Domestic groups in the year from sectors including Infrastructure, Media, Automobile, Information Technology and Apparels. The expected economic growth should support the revival for both domestic and outbound MICE in the coming year. Your Company continues to engage with Tourism Boards / Destination Management Companies / Global Hotel Chains & Airlines to enable offer clients enhanced experiences.

Outbound and Domestic Leisure

Indian travellers are eager to explore a diverse range of domestic and international destinations, each offering its unique allure and experiences. While preferences may vary based on individual interests and travel trends, certain destinations stand out as perennial favourites. According to the World Travel &

Tourism Council’s (WTTC) “World Economic Impact 2024”, India’s domestic tourism sector is recovering significantly, while international travel spend remains below pre-pandemic levels.

Some of the top domestic destinations preferred by travellers included Goa, Kerala, Rajasthan, Himachal Pradesh and Uttarakhand. On the other hand, top international destinations favourite among Indian travellers were Dubai, Singapore, Thailand and Sri Lanka.

Your Company continued its efforts towards enhancing unique customer experiences which led to the launch of new products like Wildlife Safaris (Kenya, South Africa), Kashmir Tulip Festival, Magical Journeys, Long Weekend Specials.

Car Rental Services

With the increasing trends in business travel trips, the Indian car rental sector also made recoveries in this segment towards the pre pandemic transaction levels. The market is anticipated to grow further, driven by factors such as improvement in the rise of mobile applications and online platforms, connectivity & road infrastructure and the expansion of services to tier-2 and tier-3 cities.

Your Company’s continuous focus on margin expansion through structural cost interventions, optimum asset mix, whilst constantly enhancing the scope on quality & safety, has enabled growth in revenue generation.

With the improving ecosystem for EVs (charging stations / wider price range of EV vehicles) coupled with growing importance of sustainability initiatives in business, the EV adoption is steadily building. Further to the EV pilot project run in the previous financial year, your Company in the year 2023-24 continued to induct EVs into the mobility fleet, these vehicles have clocked an estimated 2.91 lakh Kms in the year and the inventory built up during the year has the potential to save approximately 300 MT of CO₂ per annum. This addition of EVs in a phased manner across major cities of operations will continue in the next financial year as well.

SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES

The Company does not have any subsidiary, associate or joint venture.

INTERNAL FINANCIAL CONTROLS

Corporate Governance in your Company operates at interlinked levels which clearly delineates the roles, responsibilities and authorities across the different levels of the governance structure. Your Company also has a Code of Conduct which commits Management to conform to the systems and processes, conduct business ethically and ensure strict compliance with all applicable laws and regulations. These policies have been widely communicated across the organisation and together

with the planning & review processes and the Risk Management Framework, they create a controlled environment across the Company and provide the foundation for Internal Financial Controls with reference to your Company’s Financial Statements.

Your Company’s Financial Statements are prepared on the basis of the Material Accounting Policies that are carefully selected by the Management and approved by the Audit Committee and the Board of Directors (‘the Board’). These Policies are supported by the Corporate Accounting, System and Policies that apply to the entity as a whole to implement the tenets of Corporate Governance and Accounting Policies uniformly across your Company. The Accounting Policies are reviewed and updated from time to time. These in turn are supported by a set of policies and Standard Operating Procedures (‘SOPs’) that have been established for individual functions.

Your Company uses Information Technology Systems as a business enabler and also to maintain its books of accounts. The SOPs, in tandem with the Information Management Policy, reinforce the control environment.The whole gamut of controls, policies, procedures and systems are reviewed by management and audited by the Internal Auditor whose findings and recommendations are reviewed by the Audit Committee and tracked through till implementation.

Your Company has in place adequate internal financial controls with reference to Financial Statements. Such controls have been assessed during the year taking into consideration the essential components of internal controls stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India. Based on the results of this assessment carried out by the Management, no reportable material weakness or significant deficiencies in the design or operation of internal financial controls was observed. Nonetheless, your Company recognises that any internal financial control framework, no matter how well designed, has inherent limitations and accordingly, regular audit and review processes are undertaken to ensure that such systems are reinforced on an ongoing basis.

RISK MANAGEMENT

Your Company continues to focus on a system-based approach to business risk management and it has been an integral part of your Company’s strategy. Backed by strong internal control systems, the current Risk Management Framework consists of the following key elements:

- The Corporate Governance Policy approved by the Board clearly lays down the roles and responsibilities of various entities in relation to risk management covering a range of responsibilities, from strategic to operational. These role definitions, inter alia, provide the foundation for your Company’s Risk Management Policy that is endorsed by the

Board and is aimed at ensuring formulation of appropriate risk management procedures, their effective implementation and independent monitoring and reporting by Internal Auditor.

- A combination of policies and procedures bring robustness to the process of ensuring that business risks are effectively addressed.

- Appropriate structures are in place to proactively monitor and manage the inherent risks in businesses with unique / relatively high risk profiles.

- Internal Audit is an independent and external function and carries out risk focused audits, enabling identification of areas where risk management processes may need to be further strengthened. These audits are conducted by M/s Grant Thornton Bharat, LLP, Chartered Accountants (‘GT’) who are the Internal Auditor of the Company. The Audit Committee of the Board reviews Internal Audit findings and provides strategic guidance on internal controls. The Audit Review Committee closely monitors the internal control environment within your Company including implementation of action plans emerging out of internal audit findings.

- A robust and comprehensive framework of strategic planning and performance management ensures realisation of business objectives based on effective strategy implementation. The annual planning exercise requires identification of top risks and sets out a mitigation plan with agreed timelines and accountabilities. Businesses are required to confirm periodically that all relevant risks have been identified, assessed, evaluated and that appropriate mitigation systems have been implemented.

Your Company endeavours to continuously sharpen its Risk Management systems and processes in line with a rapidly changing business environment. A combination of policies and processes adequately addresses the various risks associated with your Company’s businesses. The risk management practices of your Company and Internal Audit processes, have been found to be relevant and commensurate with the size and complexity of its operations.

AUDIT AND SYSTEMS

Your Company believes that strong internal controls that are commensurate with the size and scale of your Company’s operations are concomitant to the principle of governance that freedom of management should be exercised within a framework of appropriate checks and balances.

Your Company remains committed to ensuring a mature and effective internal control environment that, inter-alia provides assurance on orderly and efficient conduct of operations, security

of assets, prevention and detection of frauds / errors, accuracy and completeness of accounting records, timely preparation of reliable financial information, adherence with relevant statutes and compliance with related party transactions.

Your Company’s internal control systems include documented policies and procedures, segregation of duties and careful selection and professional development of employees.

Your Company’s independent and robust Internal Audit processes provide assurance on the adequacy and effectiveness of internal controls, compliance with operating systems, internal policies and regulatory requirements.

GT, the Internal Auditor, have assured the Company that they are adequately skilled and resourced to deliver high standards of audit assurances. In the context of the IT environment of your Company, systems and policies relating to Information Management are periodically reviewed and benchmarked for contemporariness. Compliance with the Information Management policies receives focused attention of the Internal Auditor.

The Audit Committee of your Board met four times during the year. The Terms of Reference of the Audit Committee inter-alia include reviewing the adequacy and effectiveness of the internal control environment, monitoring implementation of the action plans emerging out of review of significant Internal Audit findings including those relating to strengthening of your Company’s risk management systems and discharging of statutory mandates.

The Statutory Auditor and Secretarial Auditor of your Company have not reported any fraud to the Audit Committee or the Board under Section 143 (12) of the Companies Act, 2013 (‘the Act’), including Rules made thereunder.

HUMAN RESOURCE DEVELOPMENT

Your Company has put sharper focus on outcome by aligning the entire workforce with the growth aspirations while keeping the manpower strength restrained. This alignment has been instrumental in driving success for the Company, fostering a culture of dedication and excellence. Each member has contributed to collective achievements of the organization and has set the stage for continued progress.

Your Company values the contribution made by all employees and recognizes that the key factor in its success is the loyalty and commitment of all the people who work within it. In recognition of our dedicated employees & to celebrate their contributions, your Company has extended the Service Milestone Awards to the employees who have been with the Company for 10, 20, and 25 years.

Your Company truly believes in nurturing future talent to meet evolving needs, strengthen talent pipeline and enrich organizational culture with fresh perspectives and ideas. The

focus of your Company’s recruitment strategy is to attract and retain the best talent in order to sustain the growth projection for the coming years.

The Company’s Human Resource is invested in building meaningful careers for its workforce by providing learning opportunities and relevant skills enabling them to remain updated & aligned with business outcomes. Your Company’s learning and development programs are designed to support functional expertise through e-learning programs as well as classroom sessions.

Your Company is deeply committed to the well-being of its employees and continuously works towards fostering a positive and supportive work environment. Throughout the year, your Company carried out a variety of employee well-being initiatives and programs.

Your Company has accelerated adoption of technology in Human Resource functions and has implemented automation across the key stages of employee lifecycle. This comprehensive approach ensures a seamless and efficient experience for all employees, streamlining processes and enhancing overall productivity.

Your Company finds it imperative to follow policies and procedures to facilitate an unbiased and safe working environment. Your Company has adopted a Policy on Sexual Harassment (POSH) as per the provisions of the Prevention of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed thereunder. The Company has undertaken people scope classroom and virtual sensitization sessions geared towards employee awareness on POSH. The Company has Internal Committees to ensure that adequate preventive measures are taken and grievances in this regard, if any, are effectively addressed. During the year under review, no complaint relating to sexual harassment was received.

WHISTLEBLOWER POLICY

Your Company’s Whistleblower Policy encourages all stakeholders including its Directors and employees, to promptly bring to your Company’s attention, instances of any actual, potential or suspected instances of illegal or unethical conduct, incidents of fraud, actions that undermine the financial integrity of your Company, instances of leak of unpublished price sensitive information that could adversely impact the Company’s operations, business performance and/ or reputation, etc. The Policy requires your Company to investigate such incidents, when reported, in an impartial manner and take appropriate action to ensure that the requisite standards of professional and ethical conduct are always upheld. It is the Company’s Policy to ensure that no complainant is victimised or harassed for bringing such incidents to the attention of the Company.

The implementation of the Whistleblower Policy is overseen by the Audit Committee and no stakeholder was denied access

to the Committee, during the year. The Whistleblower Policy is available on the Company’s website at

https://www.internationaltravelhouse.in/pdf/ithl_ whistleb lower_policy.pdf .

During th e year, your Company did not receive any complaint in terms of the Whistle Blower Policy.

CORPORATE SOCIAL RESPONSIBILITY (‘CSR’)

The Company was not required to make any contribution towards CSR activities for the financial year 2023-24, since none of the criteria prescribed in Section 135 of the Act was applicable to the Company during the immediately preceding financial year 2022-23.The Annual Report on CSR activities of the Company as required under Sections 134 and 135 of the Act read with Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 and Rule 9 of the Companies (Accounts) Rules, 2014 is provided in Annexure 1 forming part of this Report.

DEPOSITS

During the year, your Company has not accepted any deposit from the public/ members under Section 73 of the Act read with the Companies (Acceptance of Deposits) Rules, 2014.

DIRECTORS Changes in Directors

During the year under review, Mr. Pradeep Vasant Dhobale (DIN: 00274636) was re-appointed, with your approval, as NonExecutive Independent Director of the Company with effect from 1^st November, 2023, for another term of five years.

Further, Mr. Anil Rajput (DIN:00022289), Non-Executive Director and Mr. Nakul Anand (DIN: 00022279), Chairman and Non-Executive Director, stepped down from the Board of your Company with effect from 9^th November, 2023 and close of work on 2^nd January, 2024, respectively. Your Directors place on record their appreciation for the contributions made by them during their tenure with your Company.

The Board on the recommendation of the Nominations & Remuneration Committee, appointed at its meeting held on 12^th January, 2024, Mr. Anil Chadha (DIN: 08073567) and Mr. Ashish Rao (DIN: 10460760), as Additional Directors. Their appointment, as Directors, was approved by the Members of the Company through postal ballot on 28^th February, 2024. Mr. Chadha was also appointed as the Chairman of your Company effective 12^th January, 2024.

There were no other changes in the composition of the Board of the Company during the year.

Mr. Homi Phiroze Ranina will complete his second term as Independent Director of your Company on 9^th September, 2024. Your Directors place on record their appreciation for the contribution made by him during his tenure with the Company.

Further, Mr. Subrahmoneyan Chandra Sekhar will complete his present term as Independent Director of your Company on 19^th January, 2025.

The Board, on the recommendation of the Nominations & Remuneration Committee, has recommended for the approval of the Members, the appointment of Mr. Ravi Capoor as an Independent Director of the Company with effect from 10^th September, 2024 for a period of five years. The Board, on the recommendation of the Nominations & Remuneration Committee, also recommended for the approval of the Members, re-appointment of Mr. Sekhar as an Independent Director of the Company for another period of three years with effect from 20^th January, 2025.Appropriate resolutions seeking your approval to the above are appearing in the Notice convening the ensuing Annual General Meeting (‘AGM’) of your Company.

Retirement by Rotation

In accordance with the provisions of Section 152 of the Act read with Articles 143 and 144 of the Articles of Association of your Company, Mr. Jagdish Singh (DIN: 00042258) Director will retire by rotation at the ensuing AGM and being eligible, offers himself for re-appointment. Your Board has recommended his re-appointment.

Number of Board Meetings

Four meetings of the Board were held during the year ended 31^st March, 2024 on 20^th April, 2023, 25^th July, 2023, 12^th October, 2023 and 12^th January, 2024.

Attributes, Qualifications & Independence of Directors and their Appointment

The Governance Policy of the Company, inter alia, requires that Non-Executive Directors, be drawn from amongst eminent professionals with experience in business / finance / law / public administration and enterprises. The Nominations & Remuneration Committee has laid down the criteria for determining qualifications, positive attributes and independence of Directors (including Independent Directors). In case of appointment/ re-appointment of Independent Directors, the Nominations & Remuneration Committee evaluates the balance of skills, knowledge and experience on the Board, and also the role and capabilities required for appointment as an Independent Director of your Company.

The Board Diversity Policy of the Company requires the Board to have a balance of skills, competencies, experience and diversity of perspectives appropriate to your Company. The skills, expertise and competencies of the Directors as identified by the Board, along with those available in the present mix of the Directors of your Company, are provided in the ‘Report on Corporate Governance’, forming part of the Report and Accounts.

The Articles of Association of the Company provides that the

strength of the Board shall not be fewer than three nor more than twelve. Directors are appointed/ re-appointed with the approval of the Members. All Directors, other than Independent Directors and Managing Director, are liable to retire by rotation, unless otherwise approved by the Members. One-third of the Directors who are liable to retire by rotation, retire every year and are eligible for re-appointment.

The Independent Directors of your Company have inter-alia confirmed that (a) they meet the criteria of Independence as prescribed under Section 149 of the Act and Regulation 16 of the Listing Regulations, (b) they are independent from the management of your Company, and (c) they are not aware of any circumstance or situation which could impair or impact their ability to discharge duties with an objective independent judgement and without any external influence. In the opinion of the Board, the Independent Directors fulfil the conditions prescribed under the Act and the Listing Regulations and are independent of the management of your Company.

Remuneration Policy

The Company’s Policy on remuneration of Directors, Key Managerial Personnel and other employees, as approved by the Board, may be accessed on its website https://www. internationaltravelhouse.in/pdf/ithl remuneration policy.pdf. During the year under review, the necessary changes as required in the Policy, in order to align the same with recent amendments in law were duly incorporated.

Evaluation of Board, Board Committees and Individual Directors

The Nominations & Remuneration Committee, formulated the Policy on Board evaluation, evaluation of Board Committees’ functioning and individual Director evaluation and also specified that such evaluation will be done by the Board.

Your Company believes that it is the collective effectiveness of the Board that impacts Company’s performance, the primary evaluation platform is that of collective performance of the Board as a whole. Board performance is assessed, inter alia, against the roles and responsibilities of the Board as provided in the Act and the Listing Regulations and the Company’s Governance Policy. The parameters for Board performance evaluation have been derived from the Board’s core role of trusteeship to protect and enhance shareholder value as well as fulfil expectations of other stakeholders through strategic supervision of your Company. Evaluation of functioning of Board Committees is based on discussions amongst Committee members and are shared by the respective Committee Chairmen with the Board. Individual Directors are evaluated in the context of the role played by each Director as a member of the Board at its meetings and in assisting the Board in realizing its role of strategic supervision of the functioning of your Company in pursuit of its purpose

and goals. The peer group ratings of the individual Directors are collated and made available to the Chairman of your Company.

While the Board evaluated its performance against the parameters laid down by the Nominations & Remuneration Committee, the evaluation of individual Directors was carried out against the laid down parameters anonymously in order to ensure objectivity. Reports on functioning of the Committees were placed before the Board. The Independent Directors of the Board also reviewed the performance of the Chairman, other non-independent Directors and the Board, pursuant to Schedule IV of the Act and Regulation 25 of the Listing Regulations.

Key Managerial Personnel

Mr. Mohit Aggarwal stepped down as the Chief Financial Officer of your Company with effect from close of work on 20^th April, 2023. The Board, on the recommendation of the Audit Committee and the Nominations & Remuneration Committee, appointed Ms. Gunjan Chadha as the Chief Financial Officer of your Company w.e.f. 21^st April, 2023. There was no other change in the Key Managerial Personnel of your Company during the year under review.

AUDIT COMMITTEE & AUDITORS

The composition of the Audit Committee is provided under the section ‘Board of Directors & Committees’ in the Report and Accounts.

Statutory Auditors

Messrs. Deloitte Haskins & Sells LLP (‘DHS’), Chartered Accountants (Firm Registration No. II7366W/W-I000I8), were re-appointed as the Company’s Statutory Auditor with your approval at the Forty First AGM held on 22^nd September, 2022 to hold such office for a period of five years, till the conclusion of the Forty Sixth AGM of the Company. DHS have submitted their Report on the Financial Statements of the Company which forms part of this Report and Accounts. There is no qualification, reservation, adverse remark or disclaimer given by the Statutory Auditor in their Report for the financial year ended 31^st March, 2024.

Pursuant to Section 142 of the Act, the Board, on the recommendation of the Audit Committee, has recommended for the approval of the Members, the remuneration of DHS to conduct the statutory audit of the Company for the financial year 2024-25. Appropriate resolution seeking your approval to the above is appearing in the Notice convening the ensuing AGM of the Company.

Secretarial Auditor

Ms. Nayan Handa, Company Secretary in Practice, Partner, Messrs. Mehta & Mehta, Company Secretaries was appointed by the Board as the Secretarial Auditor of your Company for the

financial year ended 31^st March, 2024.The Secretarial Auditor have confirmed that your Company has complied with the applicable laws and that there are adequate systems and processes in your Company commensurate with its size and scale of operations to monitor and ensure compliance with the applicable laws.

The Report of the Secretarial Auditor, pursuant to Section 204 of the Act, is provided in Annexure 2 of this Report. There is no qualification, reservation, adverse remark or disclaimer given by the Secretarial Auditor in their Report for the financial year ended 31^st March, 2024.

RELATED PARTY TRANSACTIONS

During the year under review, all contracts or arrangements entered into by your Company with its related parties were in accordance with the provisions of the Act and the Listing Regulations. All such contracts or arrangements were approved by the Audit Committee and were in the ordinary course of business and on arm’s length basis. Disclosure on transactions entered with Related Parties during the financial year 2023-24 are also covered in the Notes to Financial Statements.

During the year under review, the Company obtained your approval for modification to the existing material related party transactions with ITC Limited (‘ITC’) for the financial year 2023-24 by revising the total value of the transactions from '12,000 lakhs to '13,500 lakhs. Further, approval of the members was also sought for entering into related party transactions with ITC and ITC Infotech India Limited upto an aggregate value of '16,500 lakhs and '5,000 lakhs, respectively, for the financial year 2024-25 (including existing contracts / arrangements / transactions). Further, the prescribed details of material related party transactions of your Company in the Form AOC-2, in terms of Section 134 of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014, are given in Annexure 3 to this Report.

Your Company’s Policy on Related Party Transactions, as adopted by your Board, can be accessed on the Company’s website at https://www.internationaltravelhouse.in/policy-on-related-party-transactions.aspx.

DIRECTORS’ RESPONSIBILITY STATEMENT

As required under Section 134 of the Act, your Directors confirm having:

a) followed in the preparation of the Annual Accounts, the applicable Accounting Standards with proper explanation relating to material departures, if any;

b) selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of your Company at the end of the

financial year and of the profit of your Company for that period;

c) taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of your Company and for preventing and detecting fraud and other irregularities;

d) prepared the Annual Accounts on a going concern basis;

e) laid down internal financial controls to be followed by your Company and that such internal financial controls were adequate and operating effectively; and

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

OTHER INFORMATION

Compliance with the conditions of Corporate Governance

The certificate of your Company’s Statutory Auditors, Messrs. Deloitte Haskins & Sells LLP, confirming compliance with the conditions of Corporate Governance as stipulated under the Listing Regulations, is annexed as Annexure 4 to the Report.

Compliance with Secretarial Standards

The Company is in compliance with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India and approved by the Central Government under Section 118(10) of the Act.

Cost Records

The Company is not required to maintain cost records in terms of Section 148 of the Act read with the Companies (Cost Records and Audit) Rules, 2014.

Going Concern Status

During the year under review, no significant or material order was passed, by any Regulator, Court or Tribunal impacting the going concern status of the Company or its future operations.

Annual Return

The Annual Return of the Company is available on its website at https://www.internationaltravelhouse.in/annual-return.aspx.

Particulars of Loans, Guarantees or Investments

During the year under review, the Company has neither given any loan or guarantee nor made any investment under the provisions of Section 186 of the Act.

Particulars relating to Conservation of Energy,

Technology Absorption and Foreign Exchange

Particulars as required under Section 134 of the Act relating

to Conservation of Energy and Technology Absorption are

provided below:

Conservation of Energy:

(a) Steps taken or impact on conservation of energy: NIL

(b) Steps taken for utilising alternate sources of energy:

During the year under review, your Company inducted 39 more Electric Vehicles at various locations like Bengaluru, Hyderabad, Chandigarh, Delhi, Gurgaon, Noida, Kolkata and Mumbai with a view to reduce carbon footprint. The performances have been encouraging and customer satisfaction has been high. Fully electric vehicles have zero tailpipe emissions and are therefore able to delay any further environmental degradation. The electric inventory built up during the financial year 2023-24 has the potential to save approximately 300 MT of CO₂ per annum. This addition of EVs in a phased manner across major cities of operations will continue through the financial year 202425 as well. The total investment made on equipment for utilising alternate sources of energy, for the financial year 2023-24, was '97.27 lakhs.

(c) Capital investment on energy conservation equipment: Nil

Technology Absorption:

(a) Efforts made towards technology absorption:

During the year, your Company successfully enhanced its Client Servicing Platform by integrating with a third party Expense management solution, enriching flight content by integrating New Distribution Capability (NDC) content providers and enabling digital payment solutions. Your Company also partnered with a UK based entity to provide Travel related carbon emission reports to assist clients with Scope 3 reporting. The Company successfully deployed contemporary cloud-based Contact Centre platform for both channels, voice & email, with built in redundancies for ensuring business continuity and enabling enhanced customer service. The Company also forayed into new technologies and implemented AI powered Chatbot over its website for assisting website visitors with their travel & leisure requirements. Your Company further reinforced its IT security posture with centralization of IT Security management of endpoints, getting comprehensive cyber security audits conducted and moving key business applications to cloud infrastructure for cost and security optimization.

(b) Benefits derived: Enhancing customer experience, enriching services and strengthening IT security, integrity & availability.

(c) Expenditure incurred on research and development

-NIL

Foreign Exchange Earnings and Outgo:

During the financial year 2023-24, your Company earned '314.32 lakhs (previous year '303.14 lakhs) in foreign exchange from its Travel, Tours and Car Rental Services. Your Company’s expenditure in foreign currency during the said financial year amounted to '35.43 lakhs (previous year '18.19 lakhs).

Employees

The total number of employees of the Company as on 31^st March, 2024 stood at 442 (including employees on deputation from ITC Limited).

The information required under Section 197(12) of the Act and Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in Annexure 5 forming part of this Report.

FORWARD-LOOKING STATEMENTS

This Report contains forward-looking statements that involve risks and uncertainties. When used in this Report, the words ‘anticipate’, ‘believe’, ‘estimate’, ‘expect’, ‘intend’, ‘will’ and other similar expressions as they relate to the Company are intended to identify such forward-looking statements. Your Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise. Actual results, performances or achievements could differ materially from those expressed or implied in such forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements that speak only as of their dates. This Report should be read in conjunction with the financial statements included herein and the notes thereto.

CONCLUSION

Your Company continues to be resilient and progresses on its growth trajectory while managing the challenges of a still recovering business environment. Your Directors and employees look forward to the future with a positive attitude and stand committed to deliver their best to create a better future for all the stakeholders.