ITC HOTELS LIMITED

REPORT OF THE BOARD OF DIRECTORS FOR THE PERIOD ENDED

31ST MARCH, 2024
1. Your Directors submit their First Report for the period from 5. DIRECTORS’ RESPONSIBILITY STATEMENT
28th July, 2023 to 31st March, 2024. As required under Section 134 of the Act, your Directors confirm
2. STATE OF AFFAIRS OF THE COMPANY having:

The Company has been incorporated on 28th July, 2023, as a (i) followed in the preparation of the Annual Accounts, the applicable
wholly owned subsidiary of ITC Limited (‘ITC’) with its main object Accounting Standards, along with proper explanation relating to
being hotels and hospitality business. material departures, if any;
The Board of Directors of the Company (‘Board’) at its meeting (ii) selected such accounting policies and applied them consistently,
held on 14th August, 2023 has approved a Scheme of Arrangement and made judgements and estimates that are reasonable and
amongst ITC and the Company and their respective shareholders prudent so as to give a true and fair view of the state of affairs
and creditors (‘Scheme’) under Sections 230 to 232 read with other of the Company as at 31st March, 2024, and of the profit of
applicable provisions of the Companies Act, 2013 (‘the Act’) for the Company for the period ended on that date;
demerger of the Hotels Business of ITC into the Company. The Scheme is
(iii) taken proper and sufficient care for the maintenance of adequate
subject to requisite approvals, including the approval of
accounting records in accordance with the provisions of the Act,
the Hon’ble National Company Law Tribunal, Kolkata Bench.
for safeguarding the assets of the Company and for preventing
The issued and paid-up capital of the Company is ` 83,00,00,000 and detecting fraud and other irregularities;
comprising 83,00,00,000 Equity Shares of Re. 1/- each,
fully paid-up. The temporary surplus funds of your Company are (iv) prepared the Annual Accounts of the Company on a
deployed in Fixed Deposits. going concern basis; and

The financial results of your Company, summarised, are as under : (v) devised proper systems to ensure compliance with the provisions
of all applicable laws and that such systems are adequate and
(` in lakhs, unless specified otherwise)
operating effectively.
Particulars Amount 6. SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES
Revenue from Operations –
The Company does not have any subsidiary, associate or joint venture.
Total Income 416.64
7. PARTICULARS OF EMPLOYEES
Profit Before Tax 147.69
The details of the employees of the Company as required under
Profit After Tax 110.52
Rule 5(2) of the Companies (Appointment and Remuneration of
3. DIRECTORS AND KEY MANAGERIAL PERSONNEL Managerial Personnel) Rules, 2014 are provided in Annexure to
this Report.
(a) Directors
The Company seeks to create equal opportunities for men
In terms of the Articles of Association of the Company,
and women and is committed to a gender-friendly workplace.
Messrs. Karthik Bhanu (DIN: 10260028), Mayur Dogra
During the period under review, no complaint of Sexual Harassment
(DIN: 09110374), Rajesh Poddar (DIN: 00297605) and was received. However, the Company was not required to constitute
Ms. Ushasi Das (DIN: 10260027) were the First Directors of Internal Complaints Committee under the Sexual Harassment
the Company. of Women at Workplace (Prevention, Prohibition and Redressal)
The Board, at the meeting held on 23rd April, 2024, recommended Act, 2013.
for the approval of the Members, appointment of Mr. Sanjiv Puri 8. RISK MANAGEMENT
(DIN: 00280529) as Chairman and Non-Executive Director,
As a newly incorporated company, the Company appreciates the
not liable to retire by rotation, effective 24th April, 2024 for a period
significance of identifying and managing risks effectively.
of five years. The Board also recommended for the approval of the
Members, appointment of Messrs. Anil Chadha (DIN: 08073567), Furthermore, the Company emphasizes the importance of fostering a
Supratim Dutta (DIN: 01804345), and Rajendra Kumar Singhi culture of risk awareness and accountability across the organization.
(DIN: 00009931) as Non-Executive Directors, liable to Management of risks vests with the executives responsible for the
retire by rotation, effective 24th April, 2024 for a period of day-to-day conduct of the affairs of the Company. Necessary actions
for putting in place risk management policy and framework along
three years, and the appointment of Mr. Prathivadibhayankara
with appropriate governance have been initiated.
Rajagopalan Ramesh (DIN: 01915274) as Non-Executive Director,
liable to retire by rotation, effective 30th April, 2024 for a period 9. INTERNAL FINANCIAL CONTROLS
of three years. Your Company has in place adequate internal financial controls with
(b) Key Managerial Personnel respect to the financial statements, commensurate with its size and
scale of operations.
The Board appointed Mr. Diwaker Dinesh as the Manager of
the Company with effect from 11th September, 2023 in terms During the period ended 31st March, 2024, the internal financial
of the provisions of Sections 196, 197 and 203 of the Act, controls of the Company with respect to the financial statements
subject to the approval of the Members. Mr. Dinesh has also been were tested and no material weakness in the design or operation of
appointed as the Company Secretary of the Company in terms of such controls was observed. Nonetheless, your Company recognises
Section 203 of the Act with effect from the said date. that any internal financial control framework, no matter how
well designed, has inherent limitations, and accordingly, regular audit
Further, in terms of Section 203 of the Act, the Board also and review processes ensure that such systems are reinforced on an
appointed Mr. Chandan Saboo as the Chief Financial Officer of ongoing basis.
the Company with effect from 11th September, 2023.
10. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS
4. BOARD MEETINGS
During the period ended 31st March, 2024, the Company has
Seven Meetings of the Board were held during the period ended neither given any loan or guarantee, nor has made any investment
31st March, 2024. under Section 186 of the Act.

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 ITC HOTELS LIMITED

11. RELATED PARTY TRANSACTIONS Auditors of the Company for a period of four years from the
During the period under review, the Company has neither entered conclusion of the ensuing 1st AGM till the conclusion of the
into any contract or arrangement with its related parties which is 5th AGM, at such remuneration as may be mutually agreed
not at arm’s length or not in the ordinary course of business, nor has between the Board and the Statutory Auditors of the Company.
the Company entered into any material contract or arrangement with Messrs. S. R. Batliboi & Co. LLP have given their consent to act as
them in terms of Section 188 of the Act. the Auditors of the Company and have confirmed that the said
Accordingly, the disclosure of Related Party Transactions as appointment, if made, will be in accordance with the conditions
required in terms of Section 134 of the Act read with Rule 8 of prescribed under Sections 139 and 141 of the Act.
the Companies (Accounts) Rules, 2014 in Form AOC-2 is
15. COMPLIANCE WITH SECRETARIAL STANDARDS
not applicable.
The Company is in compliance with the applicable
12. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE
Secretarial Standards issued by the Institute of Company Secretaries
REGULATORS / COURTS / TRIBUNALS
of India and approved by the Central Government under
During the period under review, no significant or material order Section 118(10) of the Act.
was passed by the Regulators / Courts / Tribunals impacting the
going concern status of the Company and its future operations. 16. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION,
FOREIGN EXCHANGE EARNINGS AND OUTGO
13. COST RECORDS
Considering that the Company has not commenced its business
The Company is not required to maintain cost records in terms of
operations, no comment is required on conservation of energy and
Section 148 of the Act read with the Companies (Cost Records and
technology absorption.
Audit) Rules, 2014.
During the period under review, there has been no foreign exchange
14. STATUTORY AUDITORS
earnings or outflow.
Messrs. S. R. Batliboi & Co. LLP, Chartered Accountants On behalf of the Board
(Registration No. 301003E / E300005), were appointed by the Board
as the First Auditors of your Company to hold such office till the B. Karthik R. Poddar
conclusion of the 1st Annual General Meeting (‘AGM’). Director Director
The Board has recommended for the approval of the Members, Place: Kolkata (DIN:10260028) (DIN:00297605)
the appointment of Messrs. S. R. Batliboi & Co. LLP as the Dated : 23rd April, 2024

Annexure to the Report of the Board of Directors for the period ended 31st March, 2024
[Information pursuant to Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014]
Name Age Designation Gross Net Qualifications Experience Date of Previous
(Years) Remuneration Remuneration (Years) commencement of Employment /
(`) (`) Deputation Position held

1 2 3 4 5 6 7 8 9

D. Dinesh* 38 Manager & 40,76,710 22,40,675 M.Com., A.C.S., 16 01.09.2023 ITC Limited
Company Secretary LL.B. - Assistant
Company
Secretary

C. Saboo* 31 Chief Financial 29,34,123 16,30,354 B.Com. (Hons.), 8 01.09.2023 ITC Limited,
Officer A.C.A. Senior Manager
- Corporate
Accounting

*On deputation from ITC Limited, the Holding Company.

Notes:
a. Gross remuneration includes salary, performance bonus / variable pay, contribution to provident fund, allowances and other benefits / applicable perquisites
except provisions for gratuity and leave encashment which are actuarially determined on an overall Company basis. The term ‘remuneration’ has the meaning
assigned to it under the Companies Act, 2013.
b. Net remuneration comprises cash income less:
i. income tax, surcharge (as applicable) & education cess deducted at source; and
ii. employee’s own contribution to provident fund.
c. The aforesaid employees are neither relative of any Director / Manager of the Company nor hold any equity share in the Company.

On behalf of the Board

B. Karthik R. Poddar
Place: Kolkata Director Director
Dated: 23rd April, 2024 (DIN:10260028) (DIN:00297605)

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 ITC HOTELS LIMITED

INDEPENDENT AUDITOR’S REPORT

TO THE MEMBERS OF ITC HOTELS LIMITED

Report on the Audit of the Ind AS Financial Statements of the accounting records, relevant to the preparation and presentation of
the financial statements that give a true and fair view and are free from
Opinion
material misstatement, whether due to fraud or error.
We have audited the accompanying Ind AS financial statements of
ITC Hotels Limited (“the Company”), which comprise the Balance sheet In preparing the financial statements, management is responsible
as at March 31 2024, the Statement of Profit and Loss, including the for assessing the Company’s ability to continue as a going concern,
statement of Other Comprehensive Income, the Statement of Cash Flows disclosing, as applicable, matters related to going concern and using the
and the Statement of Changes in Equity for the period then ended, and going concern basis of accounting unless management either intends
notes to the Ind AS financial statements, including a summary of material to liquidate the Company or to cease operations, or has no realistic
accounting policies and other explanatory information. alternative but to do so.
Those Board of Directors are also responsible for overseeing the Company’s
In our opinion and to the best of our information and according to the
financial reporting process.
explanations given to us, the aforesaid Ind AS financial statements give
the information required by the Companies Act, 2013, as amended (“the Auditor’s Responsibilities for the Audit of the Financial Statements
Act”) in the manner so required and give a true and fair view in conformity Our objectives are to obtain reasonable assurance about whether the
with the accounting principles generally accepted in India, of the state of financial statements as a whole are free from material misstatement,
affairs of the Company as at March 31, 2024, its profit including other whether due to fraud or error, and to issue an auditor’s report that includes
comprehensive income, its cash flows and the changes in equity for the our opinion. Reasonable assurance is a high level of assurance, but is not
period ended on that date. a guarantee that an audit conducted in accordance with SAs will always
Basis for Opinion detect a material misstatement when it exists. Misstatements can arise
from fraud or error and are considered material if, individually or in the
We conducted our audit of the Ind AS financial statements in accordance
aggregate, they could reasonably be expected to influence the economic
with the Standards on Auditing (SAs), as specified under section 143(10)
decisions of users taken on the basis of these financial statements.
of the Act. Our responsibilities under those Standards are further
described in the ‘Auditor’s Responsibilities for the Audit of the Ind AS As part of an audit in accordance with SAs, we exercise professional
Financial Statements’ section of our report. We are independent of the judgment and maintain professional skepticism throughout the audit. We
Company in accordance with the ‘Code of Ethics’ issued by the Institute also:
of Chartered Accountants of India together with the ethical requirements • Identify and assess the risks of material misstatement of the financial
that are relevant to our audit of the Ind AS financial statements under the statements, whether due to fraud or error, design and perform audit
provisions of the Act and the Rules thereunder, and we have fulfilled our procedures responsive to those risks, and obtain audit evidence that is
other ethical responsibilities in accordance with these requirements and sufficient and appropriate to provide a basis for our opinion. The risk
the Code of Ethics. We believe that the audit evidence we have obtained of not detecting a material misstatement resulting from fraud is higher
is sufficient and appropriate to provide a basis for our audit opinion on the than for one resulting from error, as fraud may involve collusion,
Ind AS financial statements. forgery, intentional omissions, misrepresentations, or the override of
Information Other than the Financial Statements and Auditor’s Report internal control.
Thereon • Obtain an understanding of internal control relevant to the audit
The Company’s Board of Directors is responsible for the other information. in order to design audit procedures that are appropriate in the
The other information comprises the information included in the Board circumstances. Under section 143(3)(i) of the Act, we are also
report, but does not include the Ind AS financial statements and our responsible for expressing our opinion on whether the Company
auditor’s report thereon. has adequate internal financial controls with reference to financial
statements in place and the operating effectiveness of such controls.
Our opinion on the Ind AS financial statements does not cover the other
information and we do not express any form of assurance conclusion • Evaluate the appropriateness of accounting policies used and the
thereon. reasonableness of accounting estimates and related disclosures made
by management.
In connection with our audit of the Ind AS financial statements, our
• Conclude on the appropriateness of management’s use of the going
responsibility is to read the other information and, in doing so, consider
concern basis of accounting and, based on the audit evidence
whether such other information is materially inconsistent with the financial
obtained, whether a material uncertainty exists related to events or
statements or our knowledge obtained in the audit or otherwise appears
conditions that may cast significant doubt on the Company’s ability
to be materially misstated. If, based on the work we have performed, we
to continue as a going concern. If we conclude that a material
conclude that there is a material misstatement of this other information,
uncertainty exists, we are required to draw attention in our auditor’s
we are required to report that fact. We have nothing to report in this
report to the related disclosures in the financial statements or, if such
regard.
disclosures are inadequate, to modify our opinion. Our conclusions
Responsibility of Management for the Financial Statements are based on the audit evidence obtained up to the date of our
The Company’s Board of Directors is responsible for the matters stated in auditor’s report. However, future events or conditions may cause the
section 134(5) of the Act with respect to the preparation of these financial Company to cease to continue as a going concern.
statements that give a true and fair view of the financial position, financial • Evaluate the overall presentation, structure and content of the
performance including other comprehensive income, cash flows and financial statements, including the disclosures, and whether the
changes in equity of the Company in accordance with the accounting financial statements represent the underlying transactions and events
principles generally accepted in India, including the Indian Accounting in a manner that achieves fair presentation.
Standards (Ind AS) specified under section 133 of the Act read with the
We communicate with those charged with governance regarding, among
Companies (Indian Accounting Standards) Rules, 2015, as amended,
other matters, the planned scope and timing of the audit and significant
specified under section 133 of the Act. This responsibility also includes
audit findings, including any significant deficiencies in internal control that
maintenance of adequate accounting records in accordance with the
we identify during our audit.
provisions of the Act for safeguarding of the assets of the Company and
for preventing and detecting frauds and other irregularities; selection We also provide those charged with governance with a statement
and application of appropriate accounting policies; making judgments that we have complied with relevant ethical requirements regarding
and estimates that are reasonable and prudent; and the design, independence, and to communicate with them all relationships and other
implementation and maintenance of adequate internal financial controls, matters that may reasonably be thought to bear on our independence,
that were operating effectively for ensuring the accuracy and completeness and where applicable, related safeguards.

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 ITC HOTELS LIMITED

Report on Other Legal and Regulatory Requirements iii. There were no amounts which were required to be
transferred to the Investor Education and Protection Fund by
1. As required by the Companies (Auditor’s Report) Order, 2020 (“the
Order”), issued by the Central Government of India in terms of sub- the Company.
section (11) of section 143 of the Act, we give in the “Annexure 1” iv.a) The management has represented that, to the best of its
a statement on the matters specified in paragraphs 3 and 4 of the knowledge and belief, no funds have been advanced or loaned
Order. or invested (either from borrowed funds or share premium
2. As required by Section 143(3) of the Act, we report, to the extent or any other sources or kind of funds) by the Company to
applicable, that: or in any other person(s) or entity(ies), including foreign
entities (“Intermediaries”), with the understanding, whether
(a) We have sought and obtained all the information and explanations
recorded in writing or otherwise, that the Intermediary shall,
which to the best of our knowledge and belief were necessary for
the purposes of our audit; whether, directly or indirectly lend or invest in other persons
or entities identified in any manner whatsoever by or on
(b) In our opinion, proper books of account as required by law behalf of the Company (“Ultimate Beneficiaries”) or provide
have been kept by the Company so far as it appears from our
any guarantee, security or the like on behalf of the Ultimate
examination of those books ;
Beneficiaries;
(c) The Balance Sheet, the Statement of Profit and Loss including
b) The management has represented that, to the best of its
the Statement of Other Comprehensive Income, the Cash Flow
knowledge and belief, no funds have been received by
Statement and Statement of Changes in Equity dealt with by this
the Company from any person(s) or entity(ies), including
Report are in agreement with the books of account;
foreign entities (“Funding Parties”), with the understanding,
(d) In our opinion, the aforesaid financial statements comply with whether recorded in writing or otherwise, that the Company
the Accounting Standards specified under Section 133 of the Act, shall, whether, directly or indirectly, lend or invest in other
read with Companies (Indian Accounting Standards) Rules, 2015, persons or entities identified in any manner whatsoever by
as amended, specified under section 133 of the Act;
or on behalf of the Funding Party (“Ultimate Beneficiaries”)
(e) On the basis of the written representations received from the or provide any guarantee, security or the like on behalf of the
directors as on March 31, 2024 taken on record by the Board of Ultimate Beneficiaries; and
Directors, none of the directors is disqualified as on March 31,
c) Based on such audit procedures performed that have been
2024 from being appointed as a director in terms of Section 164
considered reasonable and appropriate in the circumstances,
(2) of the Act;
nothing has come to our notice that has caused us to believe
(f) With respect to the adequacy of the internal financial controls that the representations under sub-clause (a) and (b) contain
with reference to these financial statements and the operating any material misstatement.
effectiveness of such controls, refer to our separate Report in
“Annexure 2” to this report; v. No dividend has been declared or paid during the period by
the Company.
(g) In our opinion, the managerial remuneration for the period ended
March 31, 2024 has been paid / provided by the Company to its vi. The Company does not use an accounting software
directors in accordance with the provisions of section 197 read for maintaining its books of account. Accordingly, the
with Schedule V to the Act; requirement to report on Rule 11(g) of Companies (Audit
and Auditors) Rules, 2014 is not applicable.
(h) With respect to the other matters to be included in the Auditor’s
Report in accordance with Rule 11 of the Companies (Audit and
For S.R. Batliboi & Co. LLP
Auditors) Rules, 2014, as amended in our opinion and to the best
Chartered Accountants
of our information and according to the explanations given to us:
ICAI Firm Registration Number: 301003E/E300005
i. The Company does not have any pending litigations which
would impact its financial position per Sanjay Vij
Partner
ii. The Company did not have any long-term contracts
Place of Signature: Gurugram Membership Number: 095169
including derivative contracts for which there were any
Date: April 23, 2024 UDIN: 24095169BKFNCD7629
material foreseeable losses;

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 ITC HOTELS LIMITED

ANNEXURE 1 REFERRED TO IN PARAGRAPH UNDER THE HEADING “REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS” OF OUR
REPORT OF EVEN DATE
Re: ITC Hotels Limited (“the Company”)
In terms of the information and explanations sought by us and given by bank or financial institution or government or any government
the Company and the books of account and records examined by us in authority.
the normal course of audit and to the best of our knowledge and belief, (c) The Company did not have any term loans outstanding during
we state that: the period hence, the requirement to report on clause (ix)(c) of
(i) (a), (b), (c), (d) - The Company does not have any property, plant and the Order is not applicable to the Company.
equipment or intangible assets in the books of the Company. Accordingly, (d) The Company did not raise any funds during the period hence,
the requirement to report on Clause 3(i)(a)(A), 3(i)(a)(B), 3(i)(b), 3(i)(c) the requirement to report on clause (ix)(d) of the Order is not
and 3(i)(d) of the Order are not applicable to the Company. applicable to the Company.
(e) There are no proceedings initiated or are pending against the (e) The Company does not have any subsidiary, associate or joint
Company for holding any benami property under the Prohibition venture. Accordingly, the requirement to report on clause 3(ix)(e)
of Benami Property Transactions Act, 1988 and rules made of the Order is not applicable to the Company.
thereunder.
(f) The Company has not raised loans during the period on the
(ii) (a) The Company does not have commercial operations and therefore pledge of securities held in its subsidiaries, joint ventures or
does not have inventories. Accordingly, the requirement to report associate companies. Hence, the requirement to report on clause
on clause 3(ii)(a) of the Order is not applicable to the Company. (ix)(f) of the Order is not applicable to the Company.
(b) The Company has not been sanctioned working capital limits (x) (a) The Company has not raised any money during the period by
in excess of Rs. five crores in aggregate from banks or financial way of initial public offer / further public offer (including debt
institutions during any point of time of the period on the basis of instruments). Accordingly, the requirement to report on clause
security of current assets. Accordingly, the requirement to report 3(x)(a) of the Order is not applicable to the Company.
on clause 3(ii)(b) of the Order is not applicable to the Company.
(b) The Company has not made any preferential allotment or private
(iii) During the period, the Company has not made investments placement of shares /fully or partially or optionally convertible
in, provided any guarantee or security or granted any loans debentures during the period under audit. Accordingly, the
or advances in the nature of loans, secured or unsecured, to requirement to report on clause 3(x)(b) of the Order is not
companies, firms, Limited Liability Partnerships or any other applicable to the Company.
parties. Accordingly, the requirement to report on clause 3(iii)(a)
(xi) (a) No fraud by the Company or no material fraud on the Company
to 3(iii)(f) of the Order is not applicable to the Company.
has been noticed or reported during the period.
(iv) There are no loans, investments, guarantees, and security
(b) During the period, no report under Sub-Section (12) of Section
in respect of which provisions of sections 185 and 186 of the
143 of the Companies Act, 2013 has been filed by cost auditor/
Companies Act, 2013 are applicable and accordingly, the
secretarial auditor or by us in Form ADT – 4 as prescribed under
requirement to report on clause 3(iv) of the Order is not applicable
Rule 13 of Companies (Audit and Auditors) Rules, 2014 with the
to the Company.
Central Government.
(v) The Company has neither accepted any deposits from the public
(c) As represented to us by the management, there are no whistle
nor accepted any amounts which are deemed to be deposits
blower complaints received by the Company during the period.
within the meaning of Sections 73 to 76 of the Companies
Act and the rules made thereunder, to the extent applicable. (xii) (a) and (b) The Company is not a nidhi Company as per the provisions
Accordingly, the requirement to report on clause 3(v) of the of the Companies Act, 2013. Accordingly, the requirement
Order is not applicable to the Company. to report on clause 3(xii)(a) and 3(xii)(b) of the Order are not
applicable to the Company.
(vi) Since the Company does not have commercial operations upto
March 31, 2024, the requirements relating to report on clause (xiii) Transactions with the related parties are in compliance with
3(vi) of the Order are not applicable to the Company. sections 188 of Companies Act, 2013 where applicable and
the details have been disclosed in the notes to the financial
(vii) (a) The Company is regular in depositing with appropriate authorities
statements, as required by the applicable accounting standards.
undisputed statutory dues including income-tax and other
The provisions of section 177 are not applicable to the Company
statutory dues applicable to it. According to the information
and accordingly the requirements to report under clause 3(xiii)
and explanations given to us and based on audit procedures
of the Order insofar as it relates to section 177 of the Act is not
performed by us, no undisputed amounts payable in respect of
applicable to the Company.
these statutory dues were outstanding, at the period end, for
a period of more than six months from the date they became (xiv)(a) The Company does not have an internal audit system and is not
payable. The provisions related to provident fund, employees’ required to have an internal audit system under the provisions
state insurance, sales tax, service tax, duty of custom, duty of of Section 138 of the Companies Act, 2013. Therefore, the
excise, value added taxes and cess are not applicable to the requirement to report under clause 3(xiv)(a) of the Order is not
Company. applicable to the Company.
(b) There are no dues of goods and services tax, provident fund, (b) The Company does not have an internal audit system and is not
employees’ state insurance, income tax, sales-tax, service tax, required to have an internal audit system under the provisions
customs duty, excise duty, value added tax, cess, and other of Section 138 of the Companies Act, 2013. Therefore, the
statutory dues which have not been deposited on account of any requirement to report under clause 3(xiv)(b) of the Order is not
dispute. applicable to the Company.
(viii) The Company has not surrendered or disclosed any transaction, (xv) The Company has not entered into any non-cash transactions
previously unrecorded in the books of account, in the tax with its directors or persons connected with its directors and
assessments under the Income Tax Act, 1961 as income during hence requirement to report on clause 3(xv) of the Order is not
the period. Accordingly, the requirement to report on clause applicable to the Company.
3(viii) of the Order is not applicable to the Company. (xvi)(a) The provisions of section 45-IA of the Reserve Bank of India Act,
(ix) (a) The Company did not have any outstanding loans or borrowings 1934 (2 of 1934) are not applicable to the Company. Accordingly,
or interest thereon due to any lender during the period. the requirement to report on clause (xvi)(a) of the Order is not
Accordingly, the requirement to report on clause ix(a) of the applicable to the Company.
Order is not applicable to the Company. (b) The Company is not engaged in any Non-Banking Financial or
(b) The Company has not been declared wilful defaulter by any Housing Finance activities. Accordingly, the requirement to report
on clause (xvi)(b) of the Order is not applicable to the Company.

5
 ITC HOTELS LIMITED

(c) The Company is not a Core Investment Company as defined We, however, state that this is not an assurance as to the future
in the regulations made by Reserve Bank of India. Accordingly, viability of the Company. We further state that our reporting is
the requirement to report on clause 3(xvi) of the Order is not based on the facts up to the date of the audit report and we
applicable to the Company. neither give any guarantee nor any assurance that all liabilities
(d) There is no Core Investment Company as a part of the Group, falling due within a period of one year from the balance sheet
hence, the requirement to report on clause 3(xvi)(d) of the Order date, will get discharged by the Company as and when they fall
is not applicable to the Company. due.

(xvii) The Company has not incurred cash losses in the current period (xx)(a) The provisions of Section 135 to the Companies Act, 2013 in
and the Company has been registered for a period of less than relation to Corporate Social Responsibility is not applicable to the
one year. Company. Accordingly, the requirement to report on clause 3(xx)
(a) of the Order is not applicable to the Company.
(xviii) There has been no resignation of the statutory auditors during the
period and accordingly requirement to report on Clause 3(xviii) (b) The provisions of Section 135 to the Companies Act, 2013 in
of the Order is not applicable to the Company. relation to Corporate Social Responsibility is not applicable to the
Company. Accordingly, the requirement to report on clause 3(xx)
(xix) On the basis of the financial ratios disclosed in Note 18 to the
(b) of the Order is not applicable to the Company.
financial statements, ageing and expected dates of realization
of financial assets and payment of financial liabilities, other For S.R. Batliboi & Co. LLP
information accompanying the financial statements, our Chartered Accountants
knowledge of the Board of Directors and management plans ICAI Firm Registration Number: 301003E/E300005
and based on our examination of the evidence supporting the
assumptions, nothing has come to our attention, which causes per Sanjay Vij
us to believe that any material uncertainty exists as on the date Partner
of the audit report that Company is not capable of meeting its Place of Signature: Gurugram Membership Number: 095169
liabilities existing at the date of balance sheet as and when they Date: April 23, 2024 UDIN: 24095169BKFNCD7629
fall due within a period of one year from the balance sheet date.

ANNEXURE 2: TO THE INDEPENDENT AUDITOR’S REPORT OF EVEN DATE ON THE FINANCIAL STATEMENTS OF ITC HOTELS LIMITED
Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 (“the Act”)

We have audited the internal financial controls with reference to financial Meaning of Internal Financial Controls With Reference to these
statements of ITC Hotels Limited (“the Company”) as of March 31, 2024 Financial Statements
in conjunction with our audit of the financial statements of the Company A company’s internal financial controls with reference to financial statements
for the period ended on that date. is a process designed to provide reasonable assurance regarding the
Management’s Responsibility for Internal Financial Controls reliability of financial reporting and the preparation of financial statements
The Company’s Management is responsible for establishing and for external purposes in accordance with generally accepted accounting
maintaining internal financial controls based on the internal control over principles. A company’s internal financial controls with reference to
financial reporting criteria established by the Company considering the financial statements includes those policies and procedures that (1)
essential components of internal control stated in the Guidance Note on pertain to the maintenance of records that, in reasonable detail, accurately
Audit of Internal Financial Controls Over Financial Reporting issued by the and fairly reflect the transactions and dispositions of the assets of the
Institute of Chartered Accountants of India (“ICAI”). These responsibilities company; (2) provide reasonable assurance that transactions are recorded
include the design, implementation and maintenance of adequate as necessary to permit preparation of financial statements in accordance
internal financial controls that were operating effectively for ensuring with generally accepted accounting principles, and that receipts and
the orderly and efficient conduct of its business, including adherence expenditures of the company are being made only in accordance with
to the Company’s policies, the safeguarding of its assets, the prevention authorisations of management and directors of the company; and (3)
and detection of frauds and errors, the accuracy and completeness of provide reasonable assurance regarding prevention or timely detection of
unauthorised acquisition, use, or disposition of the company’s assets that
the accounting records, and the timely preparation of reliable financial
could have a material effect on the financial statements.
information, as required under the Companies Act, 2013.
Inherent Limitations of Internal Financial Controls With Reference to
Auditor’s Responsibility
Financial Statements
Our responsibility is to express an opinion on the Company’s internal
Because of the inherent limitations of internal financial controls with
financial controls with reference to these financial statements based on
reference to financial statements, including the possibility of collusion or
our audit. We conducted our audit in accordance with the Guidance
improper management override of controls, material misstatements due
Note on Audit of Internal Financial Controls Over Financial Reporting
to error or fraud may occur and not be detected. Also, projections of any
(the “Guidance Note”) and the Standards on Auditing, as specified under
evaluation of the internal financial controls with reference to financial
section 143(10) of the Act, to the extent applicable to an audit of internal
statements to future periods are subject to the risk that the internal financial
financial controls, both issued by ICAI. Those Standards and the Guidance
control with reference to financial statements may become inadequate
Note require that we comply with ethical requirements and plan and
because of changes in conditions, or that the degree of compliance with
perform the audit to obtain reasonable assurance about whether adequate
the policies or procedures may deteriorate.
internal financial controls with reference to these financial statements was
established and maintained and if such controls operated effectively in all Opinion
material respects. In our opinion, the Company has, in all material respects, adequate
Our audit involves performing procedures to obtain audit evidence internal financial controls with reference to financial statements and such
about the adequacy of the internal financial controls with reference to internal financial controls with reference to financial statements were
these financial statements and their operating effectiveness. Our audit of operating effectively as at March 31, 2024, based on the internal control
internal financial controls with reference to financial statements included over financial reporting criteria established by the Company considering
obtaining an understanding of internal financial controls with reference the essential components of internal control stated in the Guidance Note
to these financial statements, assessing the risk that a material weakness issued by the ICAI.
exists, and testing and evaluating the design and operating effectiveness For S.R. Batliboi & Co. LLP
of internal control based on the assessed risk. The procedures selected Chartered Accountants
depend on the auditor’s judgement, including the assessment of the risks ICAI Firm Registration Number: 301003E/E300005
of material misstatement of the financial statements, whether due to fraud
or error. per Sanjay Vij
We believe that the audit evidence we have obtained is sufficient and Partner
appropriate to provide a basis for our audit opinion on the Company’s Place of Signature: Gurugram Membership Number: 095169
internal financial controls with reference to these financial statements. Date: April 23, 2024 UDIN: 24095169BKFNCD7629

6
 ITC HOTELS LIMITED

BALANCE SHEET AS AT MARCH 31, 2024

(Rupees in Lakhs unless specified otherwise)
As at
Notes March 31,
2024

ASSETS
Non-current assets
(a) Deferred tax assets (net) 4 47.52
(b) Income tax assets (net) 5 9.08 56.60
Current assets
(a) Financial Assets
(i) Cash and cash equivalents 6 24.32
(ii) Other Bank Balances 7 8,150.00
(iii) Others 8 373.03
(b) Other current assets 9 33.99 8,581.34
TOTAL ASSETS 8,637.94
EQUITY AND LIABILITIES
Equity
(a) Equity Share capital 10 8,300.00
(b) Other Equity 110.52 8,410.52
Liabilities
Current liabilities
(a) Financial Liabilities
(i) Other financial liabilities 11 221.01
(b) Other current liabilities 12 6.40 227.42
TOTAL EQUITY AND LIABILITIES 8,637.94
The accompanying notes 1 to 21 are an integral part of the Financial Statements

As per report of even date

For S.R. Batliboi & Co. LLP
Chartered Accountants On behalf of the Board of Directors
ICAI Firm Registration No. 301003E/E300005

Sanjay Vij Karthik Bhanu Rajesh Poddar

Partner Director Director
Membership Number: 095169 (DIN:10260028) (DIN:00297605)

Diwaker Dinesh Chandan Saboo

Manager & Company Secretary Chief Financial Officer

Place : Gurugram Place: Kolkata

Date : April 23, 2024 Date: April 23, 2024

7
 ITC HOTELS LIMITED

Statement of Profit and Loss for the period from July 28, 2023 to March 31, 2024
(Rupees in Lakhs unless specified otherwise)
For the period from July 28, 2023
to March 31, 2024
Particulars Notes
I Revenue from operations –
II Other income 13 416.64
III Total Income (I+II) 416.64
IV EXPENSES
Employee benefits expense 14 79.06
Other expenses 15 189.88
Total expenses (IV) 268.94
V Profit before exceptional items and tax (III - IV) 147.69
VI Exceptional Items –
VII Profit before tax (V + VI) 147.69
VIII Tax expense:
Current tax 16 84.69
Deferred tax 16 (47.52 )
IX Profit for the period (VII - VIII) 110.52
X Other Comprehensive Income –
XI Total Comprehensive Income for the period (IX + X) 110.52
XII Earnings per equity share (Face value of ` 1.00 each):
(1) Basic (in ` ) 17 0.01
(2) Diluted (in ` ) 17 0.01

The accompanying notes 1 to 21 are an integral part of the Financial Statements

As per report of even date
For S.R. Batliboi & Co. LLP
Chartered Accountants On behalf of the Board of Directors
ICAI Firm Registration No. 301003E/E300005

Sanjay Vij Karthik Bhanu Rajesh Poddar

Partner Director Director
Membership Number: 095169 (DIN:10260028) (DIN:00297605)

Diwaker Dinesh Chandan Saboo

Manager & Company Secretary Chief Financial Officer

Place : Gurugram Place: Kolkata

Date : April 23, 2024 Date: April 23, 2024

8
 ITC HOTELS LIMITED

Statement of changes in equity for the period from July 28, 2023 to March 31, 2024
(Rupees in Lakhs unless specified otherwise)

A. Equity Share Capital

Balance at the Changes in equity Balance at the end
beginning of the share capital of the reporting
reporting period during the period period
For the period from July 28, 2023 to March 31, 2024 – 8,300 8,300

B. Other Equity
Reserves and Surplus Total
Retained Earnings
Balance as at beginning of the period
Profit for the period 110.52 110.52
Other Comprehensive Income (net of tax) – –
Total Comprehensive Income for the period 110.52 110.52
Balance as at March 31, 2024 110.52 110.52

Retained Earnings: This Reserve represents the cumulative profits that the Company has earned till date. This Reserve can be utilized in accordance with the
provisions of the Companies Act, 2013.
The accompanying notes 1 to 21 are an integral part of the Financial Statements
As per report of even date
For S.R. Batliboi & Co. LLP
Chartered Accountants On behalf of the Board of Directors
ICAI Firm Registration No. 301003E/E300005

Sanjay Vij Karthik Bhanu Rajesh Poddar

Partner Director Director
Membership Number: 095169 (DIN:10260028) (DIN:00297605)

Diwaker Dinesh Chandan Saboo

Manager & Company Secretary Chief Financial Officer

Place : Gurugram Place: Kolkata

Date : April 23, 2024 Date: April 23, 2024

9
 ITC HOTELS LIMITED

Statement of Cash Flows for the period from July 28, 2023 to March 31, 2024
(Rupees in Lakhs unless specified otherwise)
For the period from July 28, 2023
Sl. No. Particulars to March 31, 2024

A. Cash Flow from Operating Activities

Profit Before Tax 147.69
Adjustments to reconcile profit before tax to net cash flows :
Interest Income (416.64 ) (416.64 )
Operating loss before working capital changes (268.94 )
Working capital adjustments :
Other financial liabilities 221.01
Other current liabilities 6.40
Other current assets (33.99) 193.43

Cash generated from / (used in) operations (75.51 )

Income Tax Paid (93.77 )
Net cash generated from / (used in) operating activities (169.29 )

B. Cash Flow from Investing Activities :

Investment in bank deposits (original maturity more than 3 months) (8,250.00 )
Interest Received 43.61
Redemption/maturity of bank deposits 100.00
Net cash generated from / (used in) investing activities (8,106.39 )

C. Cash Flow from Financial Activities :

Proceeds from issue of share capital 8,300.00
Net Cash generated from/ (used in) Financing Activities 8,300.00

Net Increase In Cash and cash equivalents 24.32

Opening Cash and cash equivalents –
Closing Cash and cash equivalents 24.32
Note:
The above Statement of Cash Flows has been prepared under the “Indirect Method” as set out in the IndAS - 7 Cash Flow Statements.
The accompanying notes 1 to 21 are an integral part of the Financial Statements

As per report of even date

For S.R. Batliboi & Co. LLP
Chartered Accountants On behalf of the Board of Directors
ICAI Firm Registration No. 301003E/E300005

Sanjay Vij Karthik Bhanu Rajesh Poddar

Partner Director Director
Membership Number: 095169 (DIN:10260028) (DIN:00297605)

Diwaker Dinesh Chandan Saboo

Manager & Company Secretary Chief Financial Officer

Place : Gurugram Place: Kolkata

Date : April 23, 2024 Date: April 23, 2024

10
 ITC HOTELS LIMITED

Notes to the Financial Statements for the year ended March 31, 2024 (Contd.)
1. Corporate information substantially all of the risks and rewards of ownership.
ITC Hotels Limited (CIN No. U55101WB2023PLC263914), a 100% Concomitantly, if the asset is one that is measured at:
subsidiary of ITC Limited, is a public Company domiciled in India and (a) amortised cost, the gain or loss is recognised in the
is incorporated under the provision of the Companies Act, 2013. The Statement of Profit and Loss;
registered office of the Company is located at Kolkata, West Bengal, India. (b) fair value through other comprehensive income, the
These are the first financial statements of the company. Accordingly, no cumulative fair value adjustments previously taken to
comparative information has been provided. reserves are reclassified to the Statement of Profit and
2. Material accounting policies Loss unless the asset represents an equity investment
(i) Statement of Compliance in which case the cumulative fair value adjustments
previously taken to reserves is reclassified within
The financial statements of the Company have been prepared in
equity.
accordance with Indian Accounting Standards (Ind AS) notified
under the Companies (Indian Accounting Standards) Rules, 2015 Income recognition: Interest income from financial assets
(as amended from time to time) and presentation requirements of is recognised in profit or loss using effective interest rate
Division II of Schedule III to the Companies Act, 2013. method.
(ii) Basis of Preparation b) Financial Liabilities
The financial statements are prepared in accordance with the historical Other financial liabilities are initially recognised at fair
cost convention, except for certain items that are measured at value and are subsequently measured at amortised cost.
amortised cost or fair values. The financial statements are presented in Any discount or premium on redemption / settlement is
Indian Rupees (INR) which is also the Company’s functional currency. recognised in the Statement of Profit and Loss as finance cost
over the life of the liability using the effective interest method
The Company has prepared the financial statements on the basis that
and adjusted to the liability figure disclosed in the Balance
it will continue to operate as a going concern.
Sheet.
(iii) Operating Cycle
Financial liabilities are derecognised when the liability is
Based on the time involved between the acquisition of assets for extinguished, that is, when the contractual obligation is
processing and their realization in cash and cash equivalents, the discharged, cancelled or on expiry.
Company has identified twelve months as its operating cycle for
c) Offsetting Financial Instruments
determining current and non-current classification of assets and
liabilities in the balance sheet. Financial assets and liabilities are offset and the net amount
is included in the Balance Sheet where there is a legally
Deferred tax assets and liabilities are classified as non-current assets
enforceable right to offset the recognised amounts and there
and liabilities.
is an intention to settle on a net basis or realise the asset and
(iv) Financial instruments, Financial assets, Financial liabilities and settle the liability simultaneously.
Equity Instruments
(v) Employee Benefits
Financial assets and financial liabilities are recognised when the
Short-term benefits
Company becomes a party to the contractual provisions of the relevant
instrument and are initially measured at fair value except for trade Short term employee benefits are expenses in the period in which
receivables that do not contain a significant financing component, the employee renders the related service on an undiscounted basis.
which are measured at transaction price. Transaction costs that are A liability is recognized for the amount expected to be paid within
directly attributable to the acquisition or issue of financial assets and twelve months, if the company has a present legal or constructive
financial liabilities (other than financial assets and financial liabilities obligation to pay the same as a result of past service provided by the
measured at fair value through profit or loss) are added to or deducted employee and the obligation can be reliably estimated.
from the fair value on initial recognition of financial assets or financial (vi) Taxes
liabilities. Purchase or sale of financial assets that require delivery of Taxes on income comprises of current taxes and deferred taxes.
assets within a time frame established by regulation or convention Current tax in the Statement of Profit and Loss is provided as the
in the market place (regular way trades) are recognised on the trade amount of tax payable in respect of taxable income for the period
date, i.e., the date when the Company commits to purchase or sell the using tax rates enacted or substantively enacted during the period,
asset. together with any adjustment to tax payable in respect of previous
a) Financial Assets years.
Recognition: Financial assets include Cash and Cash Equivalents, Deferred tax is recognised on temporary differences between the
Other Bank Balances, and other financial assets. Such assets are carrying amounts of assets and liabilities and the amounts used for
initially recognised at fair value or transaction price, as applicable, taxation purposes (tax base), at the tax rates and tax laws enacted or
when the Company becomes party to contractual obligations. substantively enacted by the end of the reporting period.
The transaction price includes transaction costs unless the asset is Current income tax assets and liabilities are measured at the amount
being fair valued through the Statement of Profit and Loss. expected to be recovered from or paid to the taxation authorities.
Classification: Management determines the classification of an Deferred tax assets are recognised for the future tax consequences to
asset at initial recognition depending on the purpose for which the extent it is probable that future taxable profits will be available
the assets were acquired. The subsequent measurement of against which the deductible temporary differences can be utilised.
financial assets depends on such classification. Income tax, in so far as it relates to items disclosed under other
Financial assets are classified as those measured at: comprehensive income or equity, are disclosed separately under other
(a) Amortised cost, where the financial assets are held solely for comprehensive income or equity, as applicable.
collection of cash flows arising from payments of principal The carrying amount of deferred tax assets is reviewed at each
and/or interest. reporting date and reduced to the extent that it is no longer probable
(b) Fair value through other comprehensive income (FVTOCI), that sufficient taxable profit will be available to allow all or part of the
where the financial assets are held not only for collection of deferred tax asset to be utilised.
cash flows arising from payments of principal and interest but Deferred tax assets and liabilities are offset when there is legally
also from the sale of such assets. Such assets are subsequently enforceable right to offset current tax assets and liabilities and when
measured at fair value, with unrealised gains and losses the deferred tax balances related to the same taxation authority.
arising from changes in the fair value being recognised in Current tax assets and tax liabilities are offset where the entity has a
other comprehensive income. legally enforceable right to offset and intends either to settle on net
(c) Fair value through profit or loss (FVTPL), where the assets basis, or to realize the asset and settle the liability simultaneously.
are managed in accordance with an approved investment (vii) Cash and cash equivalents
strategy that triggers purchase and sale decisions based on Cash and cash equivalent in the balance sheet comprise cash at banks
the fair value of such assets. Such assets are subsequently and on hand and short-term deposits with an original maturity of
measured at fair value. Unrealised gains and losses arising three months or less, that are readily convertible to a known amount
from changes in the fair value, interest income and dividend of cash and subject to an insignificant risk of changes in value.
income, if any are recognised under ‘Other Income’ in the
For the purpose of the statement of cash flows, cash and cash
Statement of Profit and Loss in the period in which they arise.
equivalents consist of cash and short-term deposits, as defined above,
Cash and cash equivalents, Other Bank Balances and net of outstanding bank overdrafts as they are considered an integral
Other financial assets etc. are classified for measurement at part of the Company’s cash management.
amortised cost.
3. Use of Estimates and Judgements
De-recognition: Financial assets are de-recognised when
There are no significant accounting judgements, estimates and
the right to receive cash flows from the assets has expired,
assumptions made by the Company for the purpose of preparation of
or has been transferred and the Company has transferred
these financial statements.

11
 ITC HOTELS LIMITED

Notes to the Financial Statements for the year ended March 31, 2024 (Contd.)

4. Deferred tax assets (Net) As at March 31, 2024

Deferred tax assets 47.52
TOTAL 47.52
Movement in deferred tax (liabilities) / assets balances
As at July 28 Recognized in As at March 31,
2023 profit or loss 2024
Deferred tax assets / liabilities in relation to:
Other timing differences – 47.52 47.52
Total deferred tax assets 47.52 47.52
Total deferred tax liabilities – – –
Deferred tax assets (net) – 47.52 47.52

5. Income tax assets (net) As at March 31, 2024

Advance income tax (net of provisions) 9.08
TOTAL 9.08

6. Cash and cash equivalents @ As at March 31, 2024

Balances with Banks
Current account 24.32
TOTAL 24.32
@ Cash and cash equivalents include cash at bank. The Company does not have any significant cash and cash equivalents that are not available for use.

7. Other bank balances As at March 31, 2024

In deposit accounts * 8,150.00
TOTAL 8,150.00
* Represents deposits with original maturity of more than 3 months having remaining maturity of less than 12 months from Balance Sheet Date.

8. Other financial assets As at March 31, 2024

Unsecured
a) Interest accrued on deposits with bank 373.02
TOTAL 373.02

As at March 31, 2024

9. Other current assets
Balances with statutory authorities 33.99
TOTAL 33.99

As at March 31, 2024 As at March 31, 2024

10. Equity share capital (No. of Shares)
a. Authorised share capital
Equity Shares of ` 1.00 each 2,50,00,00,000 25,000.00
b. Issued, Subscribed and fully paid-up equity shares
Equity Shares of ` 1.00 each issued, subscribed and fully paid 83,00,00,000 8,300.00

A) Reconciliation of the equity shares outstanding As at March 31, 2024 As at March 31, 2024
(No. of Shares)
As at beginning of the period – –
Add: Issued during the period 83,00,00,000 8,300.00
As at end of the period 83,00,00,000 8,300.00

B) Shareholders holding more than 5% of the Shares in the Company As at March 31, 2024 As at March 31, 2024
(No. of Shares) (% holding)
ITC Limited, the Holding Company, jointly with its nominees 83,00,00,000 100%

C) Shares held by holding company and its nominees As at March 31, 2024 As at March 31, 2024
(No. of Shares)

ITC Limited, the Holding Company 82,99,99,994 8,300.00

ITC Limited, the Holding Company jointly with its nominees 6 0.00
D) Shareholding of promoters
Particulars Promoter As at March 31, 2024
Name No. of shares as at Change during No. of shares % of Total % change during
beginning of the the year as at end of the Shares the period
period period
Equity Shares of ` 1.00 each, fully paid ITC Limited - 83,00,00,000 83,00,00,000 100% 100%
Total - 83,00,00,000 83,00,00,000 100% 100%
E) Equity Shares allotted as fully paid pursuant to contract(s) without payment being received in cash or as fully paid up Bonus Shares during the period of
five years immediately preceding 31st March : Nil
F) Rights, preferences and restrictions attached to the Equity Shares
The equity shares of company, having par value of ` 1.00 per share, rank pari passu in all respects including voting rights and entitlement to dividend.

12
 ITC HOTELS LIMITED

Notes to the Financial Statements for the year ended March 31, 2024 (Contd.)

11. Other financial liabilities - current As at March 31, 2024

Others (liability for expenses, payable to holding company)* 221.01
TOTAL 221.01
*Refer Note 15

12. Other current liabilities As at March 31, 2024

Statutory liabilities 6.40
TOTAL 6.40

For the period from July 28,

13. Other income 2023 to March 31, 2024
Interest income 416.64
TOTAL 416.64
Interest income comprises interest from:
Deposits with banks - carried at amortised cost 416.64
TOTAL 416.64

For the period from July 28,

14. Employee benefits expense 2023 to March 31, 2024
Remuneration of managers’ salary on deputation 79.06
TOTAL 79.06

For the period from July 28,

15. Other Expenses 2023 to March 31, 2024
Rates and taxes 188.83
Miscellaneous expenses 1.06
TOTAL 189.88
Miscellaneous expenses include
Payment to statutory auditors
Audit fees* 1.00
TOTAL 1.00
*excluding taxes
For the period from July 28,
16. Income tax expenses 2023 to March 31, 2024
A. Amount recognised in profit or loss
Current tax
Income tax for the period 84.69
Total current tax 84.69
Deferred tax
Deferred tax for the period (47.52)
Total deferred tax (47.52)
Total tax expenses 37.17
B. Reconciliation of effective tax rate
The income tax expense for the period can be reconciled to the accounting profit as follows:
Profit before tax 147.69
Income tax expense calculated at 25.168% 37.17
Income tax recognised in profit or loss 37.17

The tax rate of 25.168% (22% + surcharge @10% and cess @4%) used for the year 2023-24 is the corporate tax rate applicable on taxable profits under the
Income-tax Act, 1961.

For the period from July 28,

17. Earnings per share: 2023 to March 31, 2024
Earnings per share has been computed as under:
(a) Profit for the period (` in Lakhs) 110.52
(b) Weighted average number of Equity shares outstanding for the purpose of basic earnings per share 79,65,32,258
(c) Effect of potential Equity shares on Employee Stock Options outstanding –
(d) Weighted average number of Equity shares in computing diluted earnings per share [(b) + (c)] 79,65,32,258
(e) Earnings per share on profit for the period
(Face Value ` 1.00 per share)
– Basic [(a) / (b)] (in `) 0.01
– Diluted [(a) / (d)] (in `) 0.01

13
 ITC HOTELS LIMITED

Notes to the Financial Statements for the year ended March 31, 2024 (Contd.)

18. Financial Ratios

Ratio Numerator Denominator March 31, 2024 Remarks
Current Ratio Current Assets Current Liabilities 37.73 Company was incorporated in the current year, hence
(in times) no comparative period information is provided.
Return on Equity Profit for the period Shareholders’ Equity 1.31%
(in %)

The following financial ratios are not applicable to the Company

Trade Receivable Turnover Ratio
Trade Payable Turnover Ratio
Net Capital Turnover Ratio
Net Profit Ratio
Return on Capital Employed
Return on investment
Debt Service Coverage Ratio
Debt - Equity Ratio
Inventory Turnover Ratio

19. Related Party Disclosures

A. Names of related parties and description of relationship:
(a) Holding Company ITC Limited
(b) Key Management Personnel Mr. Rajesh Poddar - Non-Executive Director (w.e.f. July 28, 2023)
Mr. Mayur Dogra - Non-Executive Director (w.e.f. July 28, 2023)
Mr. Ushasi Das - Non-Executive Director (w.e.f. July 28, 2023)
Mr. Karthik Bhanu - Non-Executive Director (w.e.f. July 28, 2023)
Mr. Chandan Saboo - Chief Financial Officer (w.e.f. September 11, 2023)
Mr. Diwaker Dinesh - Company Secretary & Manager (w.e.f. September 11, 2023)

For the period from July 28

B. Summary of transactions with the above related parties is as follows: 2023 to March 31, 2024
(a) Holding Company
Issue of equity shares 8,300.00
Remuneration of managers on deputation reimbursed# 63.05
Reimbursement of Expenses incurred on behalf of the company (rates and taxes) 222.81

# Out of the above, ` 34.44 Lakhs is attributable to the Manager & Company Secretary of the Company and ` 25.84 lakhs is attributable to the Chief Financial
Officer of the Company.
C. Disclosure of outstanding balances: As at March 31, 2024
Others financial liabilities - ITC Limited (unsecured) 204.09
20. Financial instruments and related disclosures
a. Capital Management
The Company manages its capital to ensure that the Company will be able to continue as going concern while maximising the return of the stakeholders
through optimum fund utilization. The Company does not have any long-term debt obligation and funds its operations mainly through equity share capital
as detailed in Statement of Changes in Equity. The Company’s objective when managing capital is to maintain an optimal structure so as to maximize
shareholder value. Further, the Company is not exposed to any externally imposed capital requirements.
b. Categories of Financial Instrument
As at March 31, 2024
Carrying Value Fair Value
A. Financial Assets
Measured at amortised cost
Cash and cash equivalents 24.32 24.32
Other bank balances 8,150.00 8,150.00
Other financial assets 373.03 373.03
B. Financial Liabilities
Measured at amortised cost
Other financial liabilities 221.01 221.01

c. Financial Risk Management Objectives

The Company’s exposure to financial risks such as market risk, foreign currency risk, liquidity risk and credit risk is limited. The Company has designed its Risk
Management System in line with the nature and scale of its operations to address risks intrinsic to operations, financials and compliances arising out of the
overall strategy of the Company.
i) Market risk
The Company is not an active investor in Equity market. The Company’s investments are predominantly held in fixed deposits with banks. Fixed deposits
are held with highly rated banks and are not subject to interest rate volatility
ii) Interest rate risk
Interest rate risk refers to the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates.
As majority of the financial assets and liabilities of the Company are either short term or fixed interest-bearing instruments, the Company’s net exposure
to interest risk is negligible.

14
 ITC HOTELS LIMITED

Notes to the Financial Statements for the year ended March 31, 2024 (Contd.)

iii) Foreign currency risk

The Company has not undertaken any transactions during the period in any currency other than the company’s functional currency.
iv) Liquidity risk
The Company manages its liquidity risk by ensuring that it will always have sufficient liquidity to meet its liabilities when due. The table below provides
details regarding the remaining contractual maturities of significant financial liabilities at the reporting date
As at March 31, 2024
Other
Financial after Liabilities
Carrying Value 221.01
Less than 3 months 221.01
More than 3 months up to 6 months –
More than 6 months up to 1 year –
More than 1 year –
Total 221.01
* The table has been drawn up based on the earliest date on which the Company can be required to pay

(v) Credit risk

Credit risk is the risk that counterparty will not meet its obligations under a financial instrument which may lead to a financial loss to the Company. There
is no significant credit risk in the year as the Company has not started sales operations.
21. (i) Details of dues to micro and small enterprises as defined under the MSMED Act, 2006
There are no Micro, Small and Medium Enterprises to whom the Company owes dues, which are outstanding for more than 45 days during the period and
also as at March 31, 2024. This information as required to be disclosed under the Micro, Small and Medium Enterprises Development Act, 2006 has been
determined to the extent such parties have been identified on the basis of information available with the Company

Particulars As at March 31, 2024

i. the principal amount remaining unpaid to any supplier as at the end of accounting year(Trade payable and payable to –
creditors for capital expenditure);
ii. Interest due thereon remaining unpaid to any supplier as at the end of the accounting year; –
iii. the amount of interest paid by the buyer in terms of Section 16 of MSMED Act, 2006 along with the amount of the payment –
made to the supplier beyond the appointed day during accounting year;
iv. the amount of interest due and payable for the period of delay in making payment (which have been paid but beyond the –
appointed day during the year) but without adding the interest specified under this Act;
v. the amount of interest accrued during the year and remaining unpaid at the end of the accounting year and, –
vi. the amount of further interest remaining due and payable even in the succeeding years, until such date when the interest –
dues as above are actually paid to the small enterprise, for the purpose of disallowance as a deductible expenditure under
Section 23 of MSMED Act, 2006.

(ii) Segment Reporting

The company is yet to start commercial operations as on March 31, 2024, hence, there is no reportable business segment as per Indian Accounting Standard
- IndAS 108 “Segment Reporting”.
(iii) The Company does not have any contingent liabilities as at March 31, 2024.
(iv) Corporate social responsibility (CSR)
The Company is not required to spend Corporate Social Responsibility (CSR) expenditure under the provision of Section 135 of the Companies Act, 2013
during the year.
(v) The Board of Directors of the Company at its meeting held on August 14, 2023 has, subject to necessary approvals, approved a Scheme of Arrangement
amongst ITC Limited (‘Demerged Company’) and ITC Hotels Limited (‘Resulting Company’ or ‘Company’) and their respective shareholders and creditors
under Section 230 to 232 read with the other applicable provisions of the Companies Act, 2013 (‘Scheme’). The Scheme, inter alia, provides for demerger of
the Demerged Undertaking comprising the Hotels Business (as defined in the Scheme) of ITC Limited into ITC Hotels Limited. Upon the Scheme becoming
effective, the Demerged Undertaking shall be transferred to the Company on a going concern basis and in consideration thereof, ITC Hotels Limited shall
issue and allot 1 Equity Share of face and paid-up value of Re. 1/- each for every 10 Ordinary Shares of face and paid-up value of Re. 1/- each held by the
Shareholders in ITC Limited. All the Equity Shares of the Company will be listed and/or admitted to trading on the National Stock Exchange of India Limited
and BSE Limited, which have nation-wide trading terminals. The Scheme shall be effective from the Appointed Date and shall be operative from the Effective
Date.
The Scheme is subject to requisite approvals, including approval of the National Company Law Tribunal, Kolkata Bench. Accordingly, no accounting effect in
respect of the Scheme has been given in these financial statements.
(vi) The financial statements of the company were approved for issue by the Board of Directors on 23rd April, 2024. Such financial statements are required to be
placed before the shareholders for adoption in terms of Companies Act, 2013.
As per report of even date
For S.R. Batliboi & Co. LLP
Chartered Accountants On behalf of the Board of Directors
ICAI Firm Registration No. 301003E/E300005

Sanjay Vij Karthik Bhanu Rajesh Poddar

Partner Director Director
Membership Number: 095169 (DIN:10260028) (DIN:00297605)

Diwaker Dinesh Chandan Saboo

Manager & Company Secretary Chief Financial Officer

Place : Gurugram Place: Kolkata

Date : April 23, 2024 Date: April 23, 2024

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