BOARD OF DIRECTORS

2. Dividend

The Board recommended a dividend of 12.25/- per fully paid Equity Share on 1,42,34,32,227 Equity Shares of face value 11 each, for the year ended March 31, 2025 (Previous year 11.75 per share) based on the parameters laid down under the Dividend Distribution Policy.

The dividend on Equity Shares is subject to the approval of the Shareholders at the Annual General Meeting (AGM) scheduled to be held on Monday, July 7, 2025.

The dividend once approved by the Shareholders will be paid on and after Friday, July 11, 2025.

The dividend on Equity Shares if approved by the Members, would involve a cash outflow of 1320.27 crores.

3. Transfer to Reserves

The Board of Directors has decided to retain the entire amount of profit for FY 2024-25 appearing in the Statement of profit and loss.

4. Company's performance

Standalone Performance

On a standalone basis, the Total income for FY 2024-25 was 15,145.09 crores, which was higher than the previous year's Total income of 14,590.11 crores by 1554.98 crores or 12% in line with higher demand for accommodation, food and beverages, events, conferences and weddings. Operating expenditure increased by 7% to 12,884.52 crores in FY 2024-25 from 12,693.40 crores in the previous year in line with increase in business volumes. The Company witnessed robust growth in rates across all its brands accompanied by increase in volumes contributing to higher margins. Depreciation for FY 2024-25 at 1257.25 crores was higher than 1228.20 Crores for FY 2023-24 due to hotel renovations, full year impact of addition of a new hotel property viz. Ginger Mumbai Airport and additional amortisation on right-of-use assets. Finance costs for FY 2024-25 at 1100.05 crores was lower than FY 2023-24 by 114.83 crores due to repayment of debt in previous year and a non-recurring provision of Interest on tax refund 16.66 crore in previous year. The Company improved its liquidity position during the year to end with 12,247.95 crores of liquidity. Exceptional loss for the year was 116.24 crores as against 171.05 crores in the previous year mainly representing a provision for impairment due to loss in overseas subsidiary. After accounting for taxes, the Company reported a Profit after tax for FY 2024-25 of 11,413.23 crores in comparison with 11,094.93 crores for FY 2023-24.

Consolidated Performance

During the year, the Company has executed an amendment to the Shareholders Agreement with SATS Limited and Taj SATS Air Catering Limited ('Taj SATS') on July 23, 2024. Resultantly, Taj SATS has become a subsidiary of the Company from a joint venture from that date and has been consolidated, as a subsidiary, on a line-by-line basis instead of equity accounting. Consolidated Total Income for FY 2024-25 was 18,565.01 crores, higher by 23% than the previous year's Total Income of 16,951.67 crores. Revenue from Hotel Operations increased by 13% to 17,623.24 crores from 16,768.75 crores in the previous year. Operating expenditure increased to 15,565.20 crores in FY 2024-25 from 14,611.62 crores in FY 2023-24. In comparison with the previous year, expense increased by 9% for hotel operations mainly due to increase in business volumes. Depreciation at 1518.16 crores for FY 2024-25 was higher than 1454.30 crores for FY 2023-24 mainly due to hotel renovations, full year impact of addition of Ginger Mumbai Airport and additional amortisation on right-of-use assets. Finance costs for FY 2024-25 at 1208.38 crores was lower than FY 2023-24 by 111.84 crores due to

repayment of debt in the previous year. The Group continued its profitable path registering superior performance in every quarter of the year to end the year at record Turnover, EBITDA, EBITDA margins and Profit after Tax. At the consolidated level, EBITDA was 35.0% of turnover at 12,999.80 crores for the year. The Profit after tax attributable to shareholders and non-controlling interests for FY 2024-25 was 12,038.10 crores as against 11,330.24 crores for FY 2023-24. The profit attributable to shareholders of the Company for FY 2024-25 was 11,907.59 crores as against 11,259.07 crores for the previous year. The Group generated a very healthy free cash flow of 11,099 crores during the year and maintained a positive cash position of 13,072.5 crores at the end of the year.

Borrowings

Total long-term borrowings of the standalone Company stood at 1 Nil as on March 31, 2025. On a consolidated basis, total long-term borrowings stood at 1224.70 crores as on March 31, 2025 as against 1260.49 crores as on March 31, 2024. Short term borrowings were maintained as 1 Nil as on March 31, 2025

Credit Ratings

For the year under review, the Company's credit rating was reaffirmed. The Company as on March 31, 2025 had the following credit ratings:

- CARE Ratings - Long Term / Short Term Banking Facilities (Non-fund-based limits) of 1300 crore and (Fund based limits) of 193 crore are rated at CARE AA (Outlook: Stable) and CARE A1 , respectively, and

- ICRA Ratings - Long Term Banking Facilities (Fund based limit) of 115 crore and Short Term Banking Facilities (Fund based limit) of 115 crore are rated at [ICRA] AA (Outlook: Stable) and [ICRA] A1 , respectively.

Capital Expenditure

During FY 2024-25, the Company's outlay towards capital expenditure was 1353.23 crores for the standalone Company and 11,074.12 crores at the consolidated level.

Business Overview

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

5. Subsidiary Companies

As per the Companies Act, 2013, the Company has 33 subsidiaries, 6 associates, and 6 joint venture companies as on March 31, 2025. There has been no material change in the nature of the business of the subsidiaries.

During the year under review, the Company acquired 55% equity stake in Rajscape Hotels Private Limited on January 13, 2025, offering immersive and experiential stays under the brand Tree of Life Resorts & Hotels across India making it a subsidiary of the Company.

Pursuant to the provisions of Section 129(3) of the Companies Act 2013 (the Act), a statement containing the salient features of financial statements of the Company's subsidiaries in Form No. AOC-1 is attached to the financial statements of the Company. Further, pursuant to the provisions of Section 136 of the Act, the financial statements of the Company, consolidated financial statements along with relevant documents and separate audited financial statements in respect of subsidiaries, are available on the website of the Company at https://investor.ihcltata.com/AGM-FY2025

6. Directors' Responsibility Statement

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, the work performed by the internal, statutory, and secretarial auditors and external consultants, including the audit of internal financial controls over financial reporting by the statutory auditors and the reviews performed by management and the relevant Board Committees, including the Audit and Compliance Committee, the Board is of the opinion that the Company's internal financial controls were adequate and effective during FY 2024-25.

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

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

ii. They have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the Financial Year and of the profit of the Company for that period;

iii. They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

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

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

Mr. Ankur Dalwani, appointed as Chief Financial Officer (Designate) on December 1, 2023, formally assumed the role of Executive Vice President & Chief Financial Officer (KMP) effective July 1, 2024.

In terms of Section 203 of the Act, the KMP of the Company as on March 31, 2025 are:

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

- Mr. Ankur Dalwani - Executive Vice President & Chief Financial Officer

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

8. Number of Meetings of the Board

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

9. Committees of the Board

a. Audit and Compliance Committee

b. Nomination and Remuneration Committee

c. Corporate Social Responsibility and Sustainability (ESG) Committee

d. Risk Management Committee

e. Stakeholders' Relationship Committee

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

10. Board Evaluation

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

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

The performance of the Committees was evaluated by the Board after seeking inputs from the Committee

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

In a separate meeting of Independent Directors, performance of Non-Independent Directors, the Board as a whole, and the Chairman of the Company was evaluated, taking into account the views of Executive Director and Non-Executive Directors. The Board and the (NRC) reviewed the performance of individual Directors on the basis of criteria such as the contribution of the individual Director to the Board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. In the Board Meeting that followed the meeting of the Independent Directors and meeting of NRC, the performance of the Board, its Committees, and individual Directors was also discussed. Performance evaluation of Independent Directors was done by the entire Board, excluding the Independent Director being evaluated.

The evaluation process reaffirmed the Board's confidence in the Company's ethical standards, the cohesiveness among Board members, the adaptability of the Board and management in addressing challenges, and the management's openness in sharing strategic information with the Board.

11. Policy on Directors' Appointment and Remuneration and other Details

Selection and procedure for nomination and appointment of Directors

The Nomination and Remuneration Committee (NRC) engages with the Board to evaluate the characteristics, skills, expertise, and experience required for the effective functioning of the Board in alignment with the Company's strategic objectives to ensure a well-balanced and competent Board. The selection process considers diversity, independence (where applicable), through a rigorous assessment, including their professional background, industry knowledge, and ability to contribute to Board deliberations. Based on this assessment, the NRC identifies and shortlists potential candidates who possess the required competencies and align with the Company's strategic vision, corporate values, and governance standards and recommends their nomination to the Board.

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

In terms of the provisions of Section 178(3) of the Act, and Regulation 19 of the SEBI Listing Regulations,

size and complexity of its operations and such internal financial controls with reference to the Financial Statements are adequate.

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

14. Corporate Social Responsibility

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

15. Auditors

Statutory Auditor and Statutory Auditor's Report

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

The Statutory Auditors' Report on the Financial Statements of the Company for FY 2024-25 does not contain any qualifications, reservations, adverse remarks or disclaimer.

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

Secretarial Auditor and Secretarial Auditor's Report

In terms of Section 204 of the Act and Rules made thereunder, M/s. Neville Daroga & Associates, Practicing Company Secretary (C.P. No. 3823) were appointed as Secretarial Auditors of the Company to conduct the Secretarial Audit of records and documents of the Company for FY 2024-25 and their report is annexed as Annexure II to this report. The Secretarial Auditor's Report does not contain any qualifications, reservations, adverse remarks or disclaimer.

Pursuant to Regulation 24A (1) of the SEBI Listing Regulations, the secretarial audit report of Taj SATS Air Catering Limited, the Company's material unlisted Indian subsidiary for FY 2024-25, is annexed to this Report as Annexure III.

Appointment of Secretarial Auditor

Pursuant to the requirements of Regulation 24A of the SEBI Listing Regulations, the Board of Directors of the Company at their meeting held on May 5, 2025, approved the appointment of M/s Neville Daroga & Associates a Peer Reviewed Practicing Company Secretary firm, as the Secretarial Auditor of the Company for a term of five consecutive financial years, commencing from FY 2025-26 up to FY 2029-30, to conduct the Secretarial Audit, subject to the approval of the Members at the ensuing Annual General Meeting.

The necessary resolution for the appointment of M/s Neville Daroga & Associates forms part of the Notice convening the ensuing AGM scheduled to be held on Monday, July 7, 2025.

Cost Auditors

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

16. Risk Management

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

17. Particulars of Loans, Guarantees or Investments

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

18. Related Party Transactions

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

During the year under review, all Related Party Transactions that were entered into were in the Ordinary Course of Business and at Arms' Length Basis and were approved by the Audit and Compliance Committee. Transactions, which were repetitive in nature, were approved through omnibus route. None of the transactions with related parties are material in nature or fall under the scope of Section 188(1) of the Act. The information on transactions with related parties pursuant to Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014, as amended, in Form AOC-2 is not applicable to the Company for FY 2024-25 and hence the same is not provided.

19. Annual Return

As provided under Section 92(3), 134(3)(a) and Rule 12 of Companies (Management and Administration) Rules, 2014, the Annual Return in Form MGT-7 for FY 2024-25 is available on the website of the Company at https:// investor.ihcltata.com/AGM-FY2025

20. Particulars of Employees

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

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

21. Disclosure Requirements

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

In accordance with Regulation 34(2)(f) of the SEBI Listing Regulations, Business Responsibility and Sustainability Reporting (BRSR), covering disclosures on the Company's performance on Environment, Social and Governance parameters for FY25 in the prescribed format, is part of this Integrated Report.

Cross-reference is provided in relevant sections of the Integrated Report with suitable references to the BRSR. In terms of SEBI Listing Regulations, the Company has obtained, BRSR Reasonable assurance on BRSR Core Indicators from KPMG Assurance and Consulting Services LLP.

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

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

22. Deposits from Public

The Company does not accept and/or renew Fixed Deposits from the general public and shareholders. There were no over dues on account of principal or interest on public deposits including the unclaimed deposits at the end of FY 2024-25 (Previous year 1 Nil).

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

A. Conservation of Energy: The Company has a longstanding history of stewardship through efficient management of all its assets and resources. The Company's conscious efforts are aligned with the Tata ethos of keeping communities and environment at the heart of doing business. In line with IHCL's commitment to safeguard the environment, we have been the flagbearers of responsible tourism through elimination of single use plastic straws across all our properties. Our renewable energy proportion has improved to 39% from 14% in the past seven years. We have shifted to renewable power at several of our properties. Green power is sourced on the basis of long-term power purchase agreements to ensure stability of prices and supplies, with the generation sources being a mix of wind and solar. IHCL has also worked towards multiple energy efficiency projects including Internet of Things [IoT] based projects, fossil free laundry and installation of ground-mounted solar projects and battery energy storage systems [BESS]. In this rapidly transforming world, our sustainability goals will certainly evolve as our industry grows and as per the needs arising in the society.

B. Technology Absorption: IHCL adopted Credible, an AI powered sustainability and ESG data management software and reporting platform to measure, manage & track our data. This has led to greater transparency and accountability towards reporting and disclosure of ESG related data.

C. Foreign Exchange Earnings and Outgo:

- Earnings: 1733.28 crores (Previous Year 1767.29 crores)

- Outgo: 181.65 crores (Previous Year 199.56 crores)

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

There are no material changes affecting the financial position of the Company subsequent to the close of FY 2024-25 till the date of this report.

25. Significant and material orders passed by the regulators

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

26. Proceedings under Insolvency and Bankruptcy Code, 2016

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

27. Valuation

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

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

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

29. Sustainability Reporting

Your Company has voluntarily adopted the International Integrated Reporting Council (IIRC)-IR Framework to prepare its seventh Integrated Report in FY25. Your Company has this year again prepared BRSR with disclosures on both Essential and Leadership Indicators. The content of the report inter-alia covers the Global Reporting Initiative (GRI) 2021 standards, National Voluntary Guidelines (NVG) on Social, Environmental and Economic responsibilities of the business as well as the United Nations SDGs. The Integrated Report communicates your Company's performance on financial and non-financial aspects to all stakeholders, underlying the priority of our leadership and strategy towards value creation as well as commitment to a more sustainable future.

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

30. Acknowledgement

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

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

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