01 Aug, EOD - Indian

Nifty Pharma 22011.7 (-3.33)

Nifty Smallcap 100 17668.2 (-1.66)

Nifty 50 24565.35 (-0.82)

Nifty IT 34649.6 (-1.85)

Nifty Midcap 100 56637.15 (-1.33)

SENSEX 80599.91 (-0.72)

Nifty Next 50 66192.8 (-1.35)

Nifty Bank 55617.6 (-0.62)

01 Aug, EOD - Global

NIKKEI 225 40799.6 (-0.66)

HANG SENG 24507.81 (-1.07)

S&P 6255.57 (-1.65)

LOGIN HERE

companylogoInternational Travel House Ltd

You are Here : Home > Markets > CompanyInformation > Company Background
BSE Code : 500213 | NSE Symbol : INTLTRAVHS | ISIN : INE262B01016 | Industry : Travel Agencies |


Directors Reports

RePoRt oF tHe BoARD oF DIRectoRs & MAnAGeMent DIscUssIon AnD AnALYsIs FoR tHe FInAncIAL YeAR enDeD 31st MARcH, 2025

BUsIness envIRonMent

Global growth was stable yet underwhelming through 2024 as per International Monetary Fund (IMF) (World Economic Outlook, April 2025). India remains amongst the world's fastest growing major economies with a GDP growth for the full year projected at 6.5%, as per the provisional estimates for 2024-25 as released by the government in May 2025. The landscape changed in the Jan-Mar25 quarter with the escalation in trade tensions in view of new tariff measures and high levels of uncertainty. The IMF projects a slowdown in global growth, with trade tensions and other uncertainties posing significant risks. According to the World Tourism Barometer from UN Tourism, an estimated 1.4 billion tourists travelled internationally in 2024, indicating a virtual recovery (99%) of pre-pandemic levels. In 2024, global air passenger demand reached a record high, surpassing pre-pandemic levels across all regions and exceeding 9.5 billion passengers, showing a growth of 10.4% year-on-year (YoY) in 2024 (IATA). In 2024, India's domestic air traffic rose 6% to 1,613.31 lakh on an annual basis against the corresponding period of the previous year (DGCA).

FInAncIAL PeRFoRMAnce

During the year under review, your Company recorded Operating Income of 23,562.74 lakhs (previous year

Rs.21,732.79 lakhs) reflecting a growth of 8% over the previous year. The Other Income of the Company was 664.49 lakhs (previous year 392.85 lakhs) and post-tax profits for the year was 2715.17 lakhs (previous year 2250.30 lakhs).

Profits, Dividends and Retained Earnings

(Rs.in lakhs)

Particulars

2024-25 2023-24

PRoFIts

a. Profit Before Tax 3,678.75 3,043.68
Tax Expense
b. - Current Tax 972.24 69.57
- Deferred Tax (8.66) 723.81
c. Profit for the year 2,715.17 2,250.30
d. Other Comprehensive Income (25.47) (41.24)
e. total comprehensive Income 2,689.70 2,209.06

st AteMent oF RetAIneD eARnInGs

a. At the beginning of the year

10,565.94 8,636.68
b. Add: Profit for the year 2,715.17 2,250.30
c. Add: Other Comprehensive Income (25.47) (41.24)
d. Less: Dividend Paid (399.73) (279.81)

e. At the end of the year

12,855.91 10,565.94

Your Directors are pleased to recommend a Dividend of

Rs.5.50 per Equity Share (Previous Year Rs.5.00 per Equity Share) of 10/- each, for the year ended 31st March, 2025. Total cash outflow on account of Final Dividend will be

Rs.439.70 lakhs.

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

The key financial ratios of the Company are summarized below, pursuant to Schedule V (B) to the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘Listing Regulations'):

Particulars

2024-25 2023-24
Return on Net Worth (%)# 17.64 16.94
Net Profit Ratio (%) 11.63 10.42
Trade Receivables Turnover Ratio^ 3.85 3.21

#Calculated on Average Net worth.

^Trade Receivables Turnover ratio would have been 13.53 and 11.09 for financial years ended 31st March 2025 and 31st March 2024, with Numerator being Gross billings.

BUsInesses

Travel Management Services

As per the Global Business Travel Association (GBTA) Business Travel Industry Outlook Poll in November 2024, a large majority of business travel professionals indicated the industry's performance in 2024 has been at par with or better than they expected at the start of the year. However, according to Outlook Poll, of April 2025 many travel buyers anticipate a reduction in travel volume in 2025 mainly due to concerns surrounding, tariffs, cross-border policies, and entry restrictions. The 2024 GBTA Business Travel Index Outlook report indicates that India's business travel spending is estimated to reach an estimated $38.3 billion in 2024, making it the 8th largest market globally and the 4th largest in the Asia-Pacific region. This performance is driven by relatively strong economic growth supported by growth in travel infrastructure. India now ranks as the third largest air transport market in the world in terms of departing passenger traffic, behind the United States and China. Approximately 174 million passengers travelled from and within India by air in 2024, accounting for around 4.2% of the global total traffic. (IATA Aviation in India, June 2025).

Your Company continued infusing digital solutions for enhanced client servicing by integrating new travel content providers, advancing the SMART 2.0 SBT to have better UI/UX and new modules. With a commitment of providing integrated Full-service travel options to our customers, new offerings like an integrated Expense Module has been introduced in addition to also maintaining partnerships with other popular expense management solutions in the sector.

In alignment with its sustainability & CSR goals, your Company undertook the ‘Eco Vadis' Sustainability Assessment, earning the ‘Committed Badge' for its responsible practices. Your Company has also partnered with an industry leading platform, to offer capabilities of Scope 3 emission tracking & reporting for the travel undertaken by clients. The efforts in retention and new business acquisition coupled with initiatives to widen the service offerings and reduce structural cost helped grow the business volumes and revenue. Your Company continues to offer a full range of business travel solutions for domestic and international travel including Air Ticketing, Hotel Accommodation, Mobility solutions, Visa facilitation, Insurance and Foreign Exchange services as part of its overall bouquet of services.

Meetings, Incentives, Conferences and Exhibitions

(‘MIce')

India's MICE industry is emerging as a strong player in this sector, fueled by economic growth, and supported by growth in world-class infrastructure. Over the last decade, India has shown significant growth in MICE infrastructure, roads, semi-high-speed trains, airports, and hotel rooms. Your Company handled several Outbound & Domestic groups in the year from sectors including Consultancy, Healthcare, Infrastructure, Automobile, Information Technology, Manufacturing and Banking. The expected economic growth should support both domestic and outbound MICE in the coming year. Your Company continues to engage with all related stakeholders to enable offer clients enhanced experiences.

Outbound and Domestic Leisure

Overall, India's domestic tourism sector is experiencing a period of positive momentum in 2024, driven by increased spending and infrastructure improvements and this positive trend is expected to continue into 2025. The sector is projected to maintain a positive growth rate, driven by increased domestic travel and international tourism.

This growth is fueled by rise in tech supporting the discovery stage of travelers from across the country who are eager to explore diverse experiences, from local culture to global destinations. Indian business travel trends could also witness a rise in leisure travel, driven by use of technology and hybrid work styles.

Your Company continued its efforts towards enhancing unique customer experiences which led to the launch of new products focusing on enabling personalised travel experiences within the country and overseas as well. Below are some examples.

Long Weekend Specials: (Heavenly Nepal, Enchanting Indonesia, Magnificent Dubai), Splendor of Spring: (Kashmir, Tokyo & Amsterdam), Summer Holidays: (Himalayan Heights Retreat, Eastern Edge Excursions).

Car Rental Services

The Indian car rental market is undergoing a significant transformation, driven by increasing urbanization, rising disposable incomes, and technological advancements. Key trends include a surge in app-based bookings, the rise of hybrid and electric vehicle (EV) rentals, and the expansion of services beyond urban hubs. Driven by factors like increased business travel need, more convenient and flexible transportation options for employees, and consistently improving road network the growth in corporate car hiring market in India remains positive. Surge in new technology, driven by app based solutions enhance the consumer experience and improves ease of availing services. Your Company initiated the implementation of a contemporary mobility platform and a new middleware to improve service level, efficiency and MIS for clients & internal use. This platform would enhance service capability and strengthen network through increased partnerships with vendor partners pan India. Your Company continues to focus on its core strengths of quality, reliability and safety while at the same time address margin enhancement initiatives, car asset mix, sourcing models along with structural cost interventions delivering enhanced yield and improvement in revenue generation. Your Company in FY25 continued to induct EVs and hybrids into the mobility fleet towards increasing its fleet strength in the low to zero emission segments. This addition in a phased manner across all cities of operations will continue through FY26 as well. sUBsIDIARIes, AssocIAtes AnD JoInt ventURes

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

InteRnAL FInAncIAL contRoLs

Corporate Governance in your Company operates at three interlinked levels which clearly delineates the roles, responsibilities and authorities across the three levels of the governance structure. Your Company also has a Code of Conduct which commits Management to conform to the systems and processes, conduct business ethically and ensure strict compliance with all applicable laws and regulations. These policies have been widely communicated across the organisation and together with the planning & review processes and the Risk Management Framework, they create a controlled environment across the Company and provide the foundation for Internal Financial Controls with reference to your Company's Financial Statements.

Your Company's Financial Statements are prepared on the basis of the Material Accounting Policies that are carefully selected by the Management and approved by the Audit Committee and the Board of Directors (‘the Board'). These Policies are supported by the Corporate Accounting, System and Policies that apply to the entity as a whole to implement the tenets of Corporate Governance and Significant Accounting Policies uniformly across your Company. The Accounting Policies are reviewed and updated from time to time. These in turn are supported by a set of policies and Standard Operating Procedures (‘SOPs') that have been established for individual functions. Your Company uses Information Technology Systems as a business enabler and also to maintain its books of accounts. The SOPs, in tandem with the Information Management Policy, reinforce the control environment. The whole gamut of controls, policies, procedures and systems are reviewed by management and audited by the Internal Auditor whose findings and recommendations are reviewed by the Audit Committee and tracked through till implementation.

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

RIsK MAnAGeMent

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

- The Corporate Governance Policy approved by the Board clearly lays down the roles and responsibilities of various entities in relation to risk management covering a range of responsibilities, from strategic to operational. These role definitions, inter alia, provide the foundation for your Company's Risk Management Policy that is endorsed by the Board and is aimed at ensuring formulation of appropriate risk management procedures, their effective implementation and independent monitoring and reporting by Internal Auditor.

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

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

- Internal Audit is an independent and external function and carries out risk focused audits, enabling identification of areas where risk management processes may need to be further strengthened. For the financial year 2024-25, these audits were conducted by M/s Grant Thornton Bharat, LLP, Chartered Accountants (‘GT') who were the Internal Auditor of the Company.

- The Audit Committee of the Board reviews Internal Audit findings and provides strategic guidance on internal controls. The Audit Review Committee closely monitors the internal control environment within your Company including implementation of action plans emerging out of internal audit findings.

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

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

AUDIt AnD sYsteMs

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

Your Company remains committed to ensuring a mature and effective internal control environment that, inter-alia, provides assurance on orderly and efficient conduct of operations, security of assets, prevention and detection of frauds / errors, accuracy and completeness of accounting records, timely preparation of reliable financial information, adherence with relevant statutes and compliance with related party transactions.

Your Company's internal control systems include documented policies and procedures, segregation of duties and careful selection and professional development of employees. Your Company's independent and robust Internal Audit processes provide assurance on the adequacy and effectiveness of internal controls, compliance with operating systems, internal policies and regulatory requirements.

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

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

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

HUMAn ResoURce DeveLoPMent

Your Company continues to view human capital as a critical pillar of its long-term strategic growth. Accordingly, significant investments were made during the year to build a future-ready workforce. Human Resources initiatives focused on key areas including strategic hiring, capability building, employee wellness, and redesigning the compensation framework to better align with evolving business objectives and employee aspirations.

Recruitment efforts during the year were closely aligned with your Company's expansion plans. The emphasis was on hiring skilled professionals with the potential for long-term contribution, while maintaining cost efficiency. Talent acquisition strategies leveraged employee referral programs and digital sourcing platforms to attract quality talent in a competitive market environment.

To strengthen capabilities across the organization, your Company enhanced its learning and development framework. A blend of e-learning modules, virtual workshops, and classroom sessions was deployed to foster functional excellence, leadership development, and digital fluency. These initiatives aimed to equip employees with the skills needed to adapt and thrive in a rapidly changing business landscape. Employee well-being remained a cornerstone of your Company's human resource strategy. A holistic wellness framework was rolled out to address physical, mental, and emotional health. This included regular webinars on stress management and emotional resilience, alongside Company-wide fitness and mindfulness initiatives designed to promote healthy lifestyles and encourage active engagement. These wellness programs played a key role in enhancing employee morale and fostering a supportive and inclusive work environment.

Your Company also remains committed to maintaining a safe, respectful, and equitable workplace. A robust Policy on Sexual Harassment (POSH) continues to be in place, in line with the provisions of the Prevention of Sexual Harassment of Women at Workplace Act, 2013. Throughout the year, awareness and sensitization programs were conducted to ensure widespread understanding and compliance. No complaints were reported during the period under review.

WHIstLeBLoWeR PoLIcY

Your Company's Whistleblower Policy, approved by the Board, encourages all stakeholders including its Directors and employees, to promptly bring to the Company's attention, instances of any actual, potential or suspected instances of illegal or unethical conduct, incidents of fraud, actions that undermine the financial integrity of the Company, instances of leak of unpublished price sensitive information that could adversely impact the Company's operations, business performance and/ or reputation, etc. The Policy requires the Company to investigate such incidents, when reported, in an impartial manner and take appropriate action to ensure that the requisite standards of professional and ethical conduct are always upheld. It is the Company's Policy to ensure that no complainant is victimised or harassed for bringing such incidents to the attention of the Company, and to keep the information disclosed during the course of the investigation as confidential. The practice of the Whistleblower Policy is overseen by the Audit Committee and no employee was denied access to the Committee during the year.

The Whistleblower Policy is available on the Company's website at https://www.internationaltravelhouse.in/ pdf/ithl_whistleblower_policy.pdf .

During the year, your Company did not receive any complaint under its Whistleblower Policy. coRPoRAte socIAL ResPonsIBILItY (‘csR')

Your Company has a comprehensive CSR Policy outlining programme, projects and activities that your Company undertakes to create a significant positive impact on identified stakeholders. In line with the policy, your Company, has during the year contributed Rs.30 lakhs to Umang Sunehra Kal Seva Samiti, a registered NGO for installation of off-grid solar panels in 20 identified schools located in Saharanpur district. The initiative aims to enable uninterrupted power supply and reduction in electricity expenditure in such schools so as to facilitate enhanced digital learning apart from uninterrupted Water, Sanitation, and Hygiene facilities for the students. The CSR project undertaken is within the purview of Section 135 read with Schedule VII of the Companies Act, 2013 and the Companies (Corporate Social Responsibility Policy) Rules, 2014 (‘CSR Rules'). The Annual Report on CSR activities of the Company as required under Sections 134 and 135 of the Act read with Rule 8 of the CSR Rules and Rule 9 of the Companies (Accounts) Rules, 2014 is provided in Annexure 1 forming part of this Report.

DePosIts

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

DIRectoRs

Changes in Directors

During the year, Mr. Subrahmoneyan Chandra Sekhar (DIN: 00024780) was re-appointed, with the approval of Members, as an Independent Director of the Company with effect from 20th January, 2025, for another period of three years. Further, Mr. Ravi Capoor (DIN: 007449870) was appointed as an Independent Director of the Company, with the approval of the Members, with effect from 10th September, 2024, for a period of five years. In the opinion of the Board, Messrs. S. C. Sekhar and R. Capoor possess the required skills, integrity, expertise and experience for appointment as Independent Directors of the Company.

Mr. Homi Phiroze Ranina (DIN: 00024753) completed his second term as an Independent Director of your Company with effect from close of work on 9th September, 2024. Your Directors place on record their appreciation for the contributions made by him during his tenure with your Company.

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

Further, the Board, on the recommendation of the Nominations & Remuneration Committee, has recommended for the approval of the Members, the reappointment of Mr. Ashwin Moodliar (DIN: 08205036) as Managing Director of the Company with effect from 1st February, 2026 for a period of two years. Appropriate resolution seeking your approval to the above is appearing in the Notice convening the ensuing Annual General Meeting (‘AGM') of your Company.

Retirement by Rotation

In accordance with the provisions of Section 152 of the Act read with Articles 143 and 144 of the Articles of Association of your Company, Mr. Anil Chadha (DIN: 08073567), Director will retire by rotation at the ensuing AGM and being eligible, offers himself for re-appointment. The Board of Directors of your Company (‘the Board') have recommended his re-appointment.

Number of Board Meetings

Six meetings of the Board were held during the year under review.

Attributes, Qualifications & Independence of

Directors and their Appointment

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

Further, in terms of the Policy on Board Diversity, the Board is required to have a balance of skills, competencies, experience and diversity of perspectives appropriate to the Company. The skills, expertise and competencies of the Directors as identified by the Board, along with those available in the present mix of the Directors of your Company, are provided in the ‘Report on Corporate Governance', forming part of the Report and Accounts. In terms of the applicable regulatory requirements read with the Articles of Association of your Company, the strength of the Board shall not be fewer than three nor more than twelve. Directors are appointed/ re-appointed with the approval of the Members. All Directors, other than Independent Directors and Managing Director, are liable to retire by rotation, unless otherwise approved by the Members. One-third of the Directors who are liable to retire by rotation, retire every year and are eligible for re-appointment.

The Independent Directors of your Company have inter-alia confirmed that a) they meet the criteria of independence prescribed under Section 149 of the Act and Regulation 16 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘Listing Regulations'), (b) they are independent of the management of the Company, and (c) they are not aware of any circumstance or situation which could impair or impact their ability to discharge duties with an objective independent judgement and without any external influence. In the opinion of the Board, the Independent Directors fulfil the conditions prescribed under the Act and the Listing Regulations.

evaluation of Board, Board committees and individual Directors Your Company has formulated the Policy on Board Evaluation, for the evaluation of Board of Directors, Board Committees' and individual Directors, with the approval of the Nominations & Remuneration Committee. In keeping with your Company's belief that it is the collective effectiveness of the Board that impacts Company's performance, the primary evaluation platform is that of collective performance of the Board as a whole. Evaluation of functioning of Board Committees is based on discussions amongst Committee members and shared by the Chairperson of the respective Committee with the Board. Individual Directors are evaluated in the context of the role played by each Director as a member of the Board at its meetings, in assisting the Board in realising its role of strategic supervision of the functioning of your Company in pursuit of its purpose and goals. The peer group ratings of the individual Directors are collated and made available to the Chairman of your Company. While the Board evaluated its performance against the parameters laid down by the Committee, the evaluation of individual Directors was carried out against the laid down parameters in order to ensure objectivity. The report on functioning of the Committees were placed before the Board. The Independent Directors also reviewed the performance of the Chairman, other non-Independent Directors and the Board, pursuant to Schedule IV to the Act and Regulation 25 of the Listing Regulations.

Remuneration Policy

The Company's Policy on remuneration of Directors, Key Managerial Personnel and other employees, as approved by the Board, may be accessed on its website

https://www.internationaltravelhouse.in/pdf/ithl_remuneration_policy.pdf

KeY MAnAGeRIAL PeRsonneL

There was no change in the Key Managerial Personnel of your Company during the year under review.

Further, the Board, on the recommendation of the Nominations & Remuneration Committee, approved the appointment of Mr. Abhishek Chawla, as Company Secretary and Compliance Officer of the Company w.e.f. 1st May, 2025, in place of Ms. Meetu Gulati, who resigned from the position w.e.f. close of work on 30th April, 2025.

AUDIt coMMIttee & AUDItoRs

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

Statutory Auditors

Messrs. Deloitte Haskins & Sells LLP (‘DHS'), Chartered Accountants (Firm Registration No. 117366W/W-100018), were re-appointed as the Company's Statutory Auditor with your approval at the Forty First AGM held on 22nd September, 2022 to hold such office for a period of five years, till the conclusion of the Forty Sixth AGM of the Company. DHS have submitted their Report on the Financial Statements of the Company which forms part of this Report and Accounts. There is no qualification, reservation, adverse remark or disclaimer given by the Statutory Auditor in their Report for the financial year ended 31st March, 2025.

Pursuant to Section 142 of the Act, the Board, on the recommendation of the Audit Committee, has recommended for the approval of the Members, the remuneration of DHS to conduct the statutory audit of the Company for the financial year 2025-26. Appropriate resolution seeking your approval to the above is appearing in the Notice convening the ensuing AGM of the Company.

secretarial Auditor

Ms. Nayan Handa, Partner, Messrs. Mehta & Mehta, Company Secretaries were appointed by the Board as the Secretarial Auditors of your Company to conduct secretarial audit for the financial year ended 31st March, 2025. The Report of the Secretarial Auditors, pursuant to Section 204 of the Act, is provided in the Annexure 2 forming part of this Report. The Secretarial Auditors have confirmed that the Company has complied with the applicable laws and that there are adequate systems and processes in the Company commensurate with its size and scale of operations to monitor and ensure compliance with the applicable laws. The Board has approved, on the recommendation of the Audit Committee and subject to the approval of the Members, appointment of Mesers. Mehta & Mehta, Company Secretaries as the Secretarial Auditors of the Company to conduct secretarial audit for a period of five consecutive financial years from the financial years commencing from the financial year 2025-26. Appropriate resolution seeking your approval to the appointment of Secretarial Auditors is appearing in the Notice convening the 44th AGM of the Company.

Cost Auditors

Considering the nature of business, the Company is neither required to maintain cost records nor appoint Cost Auditors in terms of Section 148 of the Act read with the Companies (Cost Records and Audit) Rules, 2014.

ReLAteD PARtYtRAnsActIons

During the year under review, all contracts or arrangements entered into by your Company with its related parties were in accordance with the provisions of the Act and the Listing Regulations. All such contracts or arrangements were approved by the Audit Committee and were in the ordinary course of business and on arm's length basis. Disclosure on transactions entered with Related Parties during the financial year 2024-25 are also covered in the Notes to Financial Statements.

During the year under review, the Company obtained your approval for entering into related party transactions with ITC Limited, ITC Hotels Limited and ITC Infotech India Limited upto an aggregate value of 11,350 lakhs, 3,545 lakhs and 3,050 lakhs, respectively, for the financial year 2025-26 (including existing contracts / arrangements / transactions). Further, the prescribed details of material related party transactions of your Company in the Form AOC-2 for the financial year 2024-25, in terms of Section 134 of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014, are given in Annexure 3 to this Report.

DIRectoRs' ResPonsIBILItY stAteMent

As required under Section 134 of the Act, your Directors confirm having: a) followed in the preparation of the Annual Accounts, the applicable Accounting Standards with proper explanation relating to material departures, if any; b) selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of your Company at the end of the financial year and of the profit of your Company for that period; c) taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of your Company and for preventing and detecting fraud and other irregularities; d) prepared the Annual Accounts on a going concern basis; e) laid down internal financial controls to be followed by your Company and that such internal financial controls were adequate and operating effectively; and f) devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

otHeR InFoRMAtIon

Compliance with the conditions of Corporate

Governance

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

Going Concern Status

There was no significant or material order passed during the year by any regulator, court or tribunal impacting the going concern status of your Company or its future operations.

Annual Return

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

Particulars of Loans, Guarantees or Investments

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

Compliance with Secretarial Standards

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

Particulars relating to Conservation of Energy, technology Absorption and Foreign exchange

Particulars as required under Section 134 of the Act relating to Conservation of Energy and Technology Absorption are provided below:

?o conservation of energy

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

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

During the year under review, your Company expanded its Electric Vehicle (EV) fleet by further inducting 65 additional EVs across key operational hubs, including Ahmedabad, Bengaluru, Bhubaneswar, Chandigarh, Chennai, Hyderabad, Kolkata, Mumbai, NCR, and Pune.

The total number of EVs in the fleet at the year-end stands at 106. This strategic effort aligns with our endeavour to reduce carbon emissions and promote sustainable mobility. The performance of these vehicles has been promising, with consistently high levels of customer satisfaction. As fully electric vehicles produce zero tailpipe emissions, their deployment plays a vital role in reducing carbon emissions. The EV fleet is projected to reduce carbon emissions by approximately 806 metric tonnes (MT) of annually.

CO2

This phased rollout of EVs across major cities will continue into the financial year 2025 26, further strengthening our green footprint.

(c) capital investment on energy conservation equipment: Nil o technology Absorption: (a) efforts made towards technology absorption: Your Company enhanced client servicing by upgrading the UI/UX, integrating new travel content providers, developing newer functionalities, advancing the SMART 2.0 Expense Module while nurturing partnerships with other third-party expense management platforms.

Your Company initiated the implementation of a contemporary & robust mobility platform and a new middleware to improve service level & efficiency and MIS for clients & internal use.

In line with the industry and technology growth, your Company also initiated AI based innovations by implementing BoTs for reconciliation, RPA's and exploring other use cases to improve costs and bring in efficiencies. In alignment with its sustainability & CSR goals, your Company undertook the ‘Eco Vadis' Sustainability Assessment in the month of November 2024, earning the ‘Committed Badge' for its well documented policies & procedures, responsible practices and monitoring in environment, labour & human rights, ethics, and sustainable procurement. It also strengthened its partnering with Thrust Carbon to offer ISO 14083-certified algorithm driven Scope 3 Travel related emission tracking & reporting to its valuable clients. With the promise of ensuring the data privacy and security of the client information, the company invested in multiple IT infrastructure upgrades by adopting a robust Cloud deployment strategy, implementation of Data Loss Prevention tools and revamping the network across offices. Technology adoption continues to be phased in to boost efficiency and client satisfaction.

(b) Benefits derived: Enhancing customer experience, enriching services and strengthening IT security, integrity & availability. (c) expenditure incurred on research and development NIL o Foreign exchange earnings and outgo

During the financial year 2024-25, your Company earned Rs.290.87 lakhs (previous year Rs.314.32 lakhs) in foreign exchange from its Travel, Tours and Car Rental Services. Your Company's expenditure in foreign currency during the said financial year amounted to Rs.19.15 lakhs (previous year Rs.35.43 lakhs).

Employees

The total number of employees of the Company as on 31st March, 2025 stood at 448 (including employees on deputation from ITC Hotels Limited).

The information required under Section 197(12) of the Act and Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in Annexure 5 forming part of this Report. The statement containing particulars of employees as required under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, forming part of this Report, may be accessed on the Company's website www.internationaltravelhouse.in

FoRWARD-LooKInG stAteMents

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

concLUsIon

Your Company with its focus on quality, safety and superior customer service continues to progress with consistent growth in revenue and PBT. Your Directors and employees look forward to the future with a positive attitude and stand committed to deliver their best to create a better future for all the stakeholders.

   

Capital Market Publishers India Pvt. Ltd

401, Swastik Chambers, Sion Trombay Road, Chembur, Mumbai - 400 071, India.

Formed in 1986, Capital Market Publishers India Pvt Ltd pioneered corporate databases and stock market magazine in India. Today Capitaline corporate database cover more than 35,000 listed and unlisted Indian companies. Latest technologies and standards are constantly being adopted to keep the database user-friendly, comprehensive and up-to-date.

Over the years the scope of the databases has enlarged to cover economy, sectors, mutual funds, commodities and news. Many innovative online and offline applications of these databases have been developed to meet various common as well as customized requirements.

While all the leading institutional investors use Capitaline databases, Capital Market magazine gives access to the databases to individual investors through Corporate Scoreboard. Besides stock market and company-related articles, the magazine’s independent and insightful coverage includes mutual funds, taxation, commodities and personal finance.

Copyright @ Capital Market Publishers India Pvt.Ltd

Designed, Developed and maintained by CMOTS Infotech (ISO 9001:2015 Certified)

Site best viewed in Internet Explorer Edge ,   Google Chrome 115.0.5790.111 + ,   Mozilla Firefox 115.0.3 + ,   Opera 30.0+, Safari 16.4.1 +