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A Oneindia Venture

Nifty 25,966.40 +0.58%

22k Gold ₹ 12,300 /gm

Sensex 84,929.36 +0.53%

Nifty 25,966.40 +0.58%

22k Gold ₹ 12,300 /gm

Sensex 84,929.36 +0.53%

Nifty 25,966.40 +0.58%

22k Gold ₹ 12,300 /gm

Directors Report of International Travel House Ltd.

Mar 31, 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 worldâs 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 theWorldTourism Barometer from UNTourism, 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, Indiaâs 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 '' 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).

_â¢	Profits, Dividends and Retained Earnings ('' in lakhs)
	Particulars		2024-25	2023-24
	PROFITS
	a.	Profit Before Tax	3,678.75	3,043.68
	b.	Tax Expense
	b.	- Current Tax - Deferred Tax	972.24 (8.66)	69.57 723.81
	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
	statement 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

BUSINESSES

â¢ 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 industryâs 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 Indiaâs business travel spending is estimated to reach an estimated $38.3 billion in 2024, making it the 8^th largest market globally and the 4^th 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 âEco Vadisâ Sustainability Assessment, earning the âCommitted Badgeâ 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.

â¢ Meetings, Incentives, Conferences and Exhibitions (âMICEâ)

Indiaâs 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.

Your Directors are pleased to recommend a Dividend of '' 5.50 per Equity Share (Previous Year '' 5.00 per Equity Share) of ''10/- each, for the year ended 31^st March, 2025. Total cash outflow on account of Final Dividend will be '' 439.70 lakhs.

â¢ 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 (âListing Regulationsâ):

Particulars 2024-25 2023-24

Return on Net Worth (%)# 17.64 16.94 Net Profit Ratio (%) 11.63 10.42 Trade Receivables Turnover Ratio^A 3.85 3.21

#Calculated on Average Net worth.

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

â¢ Outbound and Domestic Leisure

Overall, Indiaâs 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 Companyâs Financial Statements.

Your Companyâs 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 (âthe Boardâ). 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 (âSOPsâ) 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 Companyâs 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 Companyâs 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.

- 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 Companyâs 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 Companyâs 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 Companyâs internal control systems include documented policies and procedures, segregation of duties and careful selection and professional development of employees.

Your Companyâs 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 Companyâs 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 (âthe Actâ), 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 Companyâs 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 Companyâs 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 Companyâs Whistleblower Policy, approved by the Board, encourages all stakeholders including its Directors and employees, to promptly bring to the Companyâs 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 Companyâs 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 Companyâs 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 Companyâs 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 (âcsRâ)

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 '' 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 (âCSR Rulesâ). 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

â¢ 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 20^th 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 10^th 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 9^th 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 1^st 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 (âAGMâ) of your Company.

â¢ 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 (âthe Boardâ) have recommended his re-appointment.

â¢ Number of Board Meetings

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

â¢ 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 (âthe Committeeâ) 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 âReport on Corporate Governanceâ, 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 (âListing Regulationsâ), (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 Committeesâ and individual Directors, with the approval of the Nominations & Remuneration Committee.

In keeping with your Companyâs belief that it is the collective effectiveness of the Board that impacts Companyâs 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.

â¢ Remuneration Policy

The Companyâs 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. 1^st May, 2025, in place of Ms. Meetu Gulati, who resigned from the position w.e.f. close of work on 30^th April, 2025.

AUDIT coMMITTEE & AUDITORs

The composition of the Audit Committee is provided under the section âBoard of Directors & Committeesâ in the Report and Accounts.

â¢ Statutory Auditors

Messrs. Deloitte Haskins & Sells LLP (âDHSâ), Chartered Accountants (Firm Registration No. II7366W/W-100018), were re-appointed as the Companyâs Statutory Auditor with your approval at the Forty First AGM held

on 22^nd September, 2022 to hold such office for a period of five years, till the conclusion of the Forty Sixth AGM of the Company. DHS have submitted their Report on the Financial Statements of the Company which forms part of this Report and Accounts. There is no qualification, reservation, adverse remark or disclaimer given by the Statutory Auditor in their Report for the financial year ended 31^st March, 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.

â¢ 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 31^st 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 44^th AGM of the Company.

â¢ 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 PARTY TRANSACTIONS

During the year under review, all contracts or arrangements entered into by your Company with its related parties were in accordance with the provisions of the Act and the Listing Regulations. All such contracts or arrangements were approved by the Audit Committee and were in the ordinary course of business and on armâs 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.

DIRECTORSâ 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

â¢ Compliance with the conditions of Corporate Governance

The certificate of your Companyâs 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.

â¢ 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.

â¢ Annual Return

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

â¢ 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.

â¢ 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.

â¢ 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 CO₂ annually. This phased rollout of EVs across major cities will continue into the financial year 2025-26, further strengthening our green footprint.

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, RPAâs and exploring other use cases to improve costs and bring in efficiencies.

In alignment with its sustainability & CSR goals, your Company undertook the âEco Vadisâ Sustainability Assessment in the month of November 2024, earning the âCommitted Badgeâ 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.

o Foreign exchange earnings and outgo

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

â¢ Employees

The total number of employees of the Company as on 31^st 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 Companyâs 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 âanticipateâ, âbelieveâ, âestimateâ, âexpectâ, âintendâ, âwillâ 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 and the notes thereto.

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.

Mar 31, 2024

BUSINESS ENVIRONMENT

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

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

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

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

FINANCIAL PERFORMANCE

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

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

PROFITS, DIVIDEND AND RETAINED EARNINGS

			(Rs. in Lakhs)
PARTICULARS		2023-24	2022-23
PROFITS
a.	Profit Before Tax	3,043.68	1,831.30
b.	Tax Expense
	Current Tax	69.57	-
	Deferred Tax	723.81	(1,007.29)
c.	Profit for the year	2,250.30	2,838.59
d.	Other Comprehensive Income	(41.24)	(44.16)
e.	Total Comprehensive Income	2,209.06	2,794.43
STATEMENT OF RETAINED EARNINGS
a.	At the beginning of the year	8,636.68	5,842.25
b.	Add: Profit for the year	2,250.30	2,838.59
c.	Add: Other Comprehensive Income	(41.24)	(44.16)
d.	Less: Dividend Paid	(279.81)	-
e.	At the end of the year	10,565.94	8,636.68

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

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

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

Particulars	2023-24	2022-23	% Change	Reason for change
Return on Net Worth (%)#	16.94	25.99	(35)	Refer Note 1 below
Net Profit Ratio (%)	10.42	15.67	(33)	Refer Note 1 below
Return on Capital Employed (%)*	22.97	16.80	37	Higher revenue and profit in current year.
^# Calculated on Average Net worth.

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

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

Travel Management Services

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

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

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

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

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

Meetings, Incentives, Conferences and Exhibitions (MICE)

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

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

Outbound and Domestic Leisure

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

Tourism Councilâs (WTTC) âWorld Economic Impact 2024â, Indiaâs domestic tourism sector is recovering significantly, while international travel spend remains below pre-pandemic levels.

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

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

Car Rental Services

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

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

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

SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES

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

INTERNAL FINANCIAL CONTROLS

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

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

Your Companyâs 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 (âthe Boardâ). These Policies are supported by the Corporate Accounting, System and Policies that apply to the entity as a whole to implement the tenets of Corporate Governance and Accounting Policies uniformly across your Company. The Accounting Policies are reviewed and updated from time to time. These in turn are supported by a set of policies and Standard Operating Procedures (âSOPsâ) 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.

RISK MANAGEMENT

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

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

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

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

AUDIT AND SYSTEMS

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 Companyâs internal control systems include documented policies and procedures, segregation of duties and careful selection and professional development of employees.

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

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

HUMAN RESOURCE DEVELOPMENT

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

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

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

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

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

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

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

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

WHISTLEBLOWER POLICY

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

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

to the Committee, during the year. The Whistleblower Policy is available on the Companyâs website at

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

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

CORPORATE SOCIAL RESPONSIBILITY (âCSRâ)

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

DEPOSITS

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

DIRECTORS Changes in Directors

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

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

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

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

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

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

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

Retirement by Rotation

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

Number of Board Meetings

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

Attributes, Qualifications & Independence of Directors and their Appointment

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

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

The Articles of Association of the Company provides that the

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

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

Remuneration Policy

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

Evaluation of Board, Board Committees and Individual Directors

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

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

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

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

Key Managerial Personnel

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

AUDIT COMMITTEE & AUDITORS

The composition of the Audit Committee is provided under the section âBoard of Directors & Committeesâ in the Report and Accounts.

Statutory Auditors

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

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

Secretarial Auditor

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

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

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

RELATED PARTY TRANSACTIONS

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

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

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

DIRECTORSâ 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;

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

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

Compliance with Secretarial Standards

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

Cost Records

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

Going Concern Status

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

Annual Return

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

Particulars of Loans, Guarantees or Investments

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

Particulars relating to Conservation of Energy,

Technology Absorption and Foreign Exchange

Particulars as required under Section 134 of the Act relating

to Conservation of Energy and Technology Absorption are

provided below:

Conservation of Energy:

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

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

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

Technology Absorption:

(a) Efforts made towards technology absorption:

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

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

-NIL

Foreign Exchange Earnings and Outgo:

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

Employees

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

FORWARD-LOOKING STATEMENTS

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

CONCLUSION

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

Mar 31, 2018

REPORT OF THE BOARD OF DIRECTORS & MANAGEMENT DISCUSSION AND ANALYSIS

Your Directors submit their Report for the financial year ended 31st March, 2018.

BUSINESS ENVIRONMENT

As per latest IMF estimate, World GDP grew by 3.8% in 2017 representing a marked improvement over 2016, which at 3.2% was the weakest year of growth since the global financial crisis of 2009. The growth momentum is likely to sustain going forward resulting in a further pick-up in global economic growth to 3.9% in 2018. However, the increasing trend of protectionist policies in the developed world, faster pace of increase in US interest rates and progressive tapering of quantitative easing in the EU could impact capital flows and weigh on the nascent recovery in commodity-exporting emerging economies.

The Indian economy witnessed another challenging year, with Real GDP growth slowing down sharply to 6.6% compared to 7.1% in 2016-17, reflecting the short-term disruptions caused by GST implementation, residual impact of cash crunch and deceleration in Net Exports. Inflation is largely within the comfort zone of the RBI and foreign capital flows into the country remained robust leading to stability in the Indian Rupee and sustained buoyancy in the capital markets.

India remains the fastest growing major economy in the world and as per median estimates, GDP is likely to grow by 7.3% in 2018-19 on the back of improvement in the Net Exports position and normalisation of private consumption growth levels, partly aided by a favourable base effect.

The operating environment in the hospitality sector showed signs of improvement with foreign tourist arrivals crossing the 10 million mark in 2017. With growing domestic tourism and airline passenger traffic, the performance of the travel industry is expected to improve in the coming years.

FINANCIAL PERFORMANCE

Your Company recorded revenue from operations of Rs. 20,434.51 lakhs (previous year Rs.20,154.19 lakhs) registering a 1.40 % growth over last year. However, Pre-tax profits at Rs.1,151.14 lakhs and post-tax profits at Rs.695.40 lakhs registered de-growth over last year. This was mainly on account of higher input costs incurred during the financial year 2017-18.

During the financial year 2017-18, your Company earned Rs.2,037.49 lakhs (previous year Rs.2,009.72 lakhs) in foreign exchange from its Travel, Tours and Car Rental Services. Your Companyâs expenditure in foreign currency amounted to Rs.45.24 lakhs (previous year Rs.39.43 lakhs).

PROFITS, DIVIDEND AND RETAINED EARNINGS

The financial results of your Company, summarised, are as under:

For the	year ended	For the year ended
31st March, 2018		31st March, 2017
	(Rs. in lakhs)	(Rs. in lakhs)
Profits
a. Profit Before Tax	1,151.14	1,830.91
b. Tax Expense
Current Tax	559.63	782.79
Deferred Tax	(103.89)	(69.12)
c. Profit for the year	695.40	1,117.24
d. Other Comprehensive Income	(^{93 35})	(71.02)
e. Total Comprehensive Income	602.05	1,046.22
Statement of Retained Earnings
a. At the beginning of the year	12,520.05	11,882.77
b. Add: Profit for the year	695.40	1,117.24
Less:
c. Other Comprehensive Income
(net of tax)	93.35	71.02
d. Dividend paid including Income Tax
on Dividend paid	408.94	408.94
e. At the end of the year	12,713.16	12,520.05

Your Directors are pleased to recommend a dividend of Rs.4.25 per Equity Share of Rs.10/- each for the year ended 31st March, 2018, thereby maintaining last yearâs dividend.

BUSINESSES

Air Travel

Currently, the Indian aviation industry is considered the third largest domestic civil aviation market in the world and is expected to become the worldâs largest in the next 10 to 15 years, as per Indian Brand Equity Foundation (IBEF). Indiaâs passenger traffic grew at 16.5% year on year (YoY) to reach 308.75 million. Domestic passenger traffic grew YoY by 18.3% to reach 243 million in the financial year 2018, due to higher disposable income and cheaper fares.

Whilst the growth is encouraging, oil prices which constitute a significant part of airlinesâ operating expenses have shot up in the last year. Continued increase in fuel prices will impact airfares and will have a dampening effect on demand.

During the year, your Company managed to maintain and marginally grow its business volumes despite stiff competition from the traditional and online travel agents. The average ticket prices did not show any growth in the year with competition in the airline space keeping prices muted. The Companyâs strategy of expanding in the small and medium enterprise business travel space bore fruit and helped sustain business volumes.

Airlines continued their focus on reducing or, in some cases, doing away with commissions on ticket sales thereby putting pressure on revenues. In an effort to maintain market share, airlines also increased productivity targets in relation to performance linked bonuses making it difficult to achieve and thereby impacting revenues from bonuses.

Your Company is also in the process of realigning its strategy to support future growth. This has resulted in an increase in expenses which we expect will bear fruit in the coming years in the form of higher business volumes and revenues.

Car Rental Business

The Indian car rental market is broadly segmented into organised and unorganised sectors with the latter having a dominant share. A large number of travellers and keenness of consumers to try new offerings enabled by massive technology investments is driving significant market growth and expansion and providing an attractive opportunity for new entrants.

Your Company is focusing on its core strengths of quality, reliability and safety in the chauffeur driven segment, which still has considerable headroom for growth. In the face of stiff competition and rapid expansion of taxi aggregators, your Company was able to maintain its business volumes on the back of superior quality delivery and high levels of safety, and was successful in garnering a marginally higher revenue per trip. All cars provided by your Company are equipped with GPS devices and monitored at a Central Command Center. An emergency button is available in all cars with a response time of under one minute. The chauffeurs are trained in defensive driving techniques and receive continuous inputs during the year.

However, input prices in this industry continued to rise with fuel prices showing an uptick during the year along with increase in manpower costs. Your Company has taken adequate steps to expand service delivery locations and redesign the operating structure to reduce costs. New business models on procurement of services were also rolled out during the year to optimise input costs.

MICE

MICE - Meetings, Incentives, Conventions and Exhibitions - is an integral part of the global travel industry which stood at $752 billion in 2016 and is projected to grow at a compound annual growth rate (CAGR) of 7.5% in the next five years, as per Allied Market Research.

However, India has a market share of just $1.5 billion and ranks 35th in the world according to a recent report by the International Congress and Convention Association (ICCA).

Your Company strengthened its MICE value proposition coupled with renewed sales and marketing efforts during the year. The major domestic MICE events organised by your Company during the year were Auto Expo, ACREX India, Indiawood, Mumbaiwood, Indian Ceramics, Fire and Security India Expo, Biofach India, Electronica India etc.

The business of outbound corporate incentives did well and the major international MICE events handled by your Company during the year were for Ambuja Cements, Arvind Brands, Intex Technology, Khadims, Pernod Ricard etc.

Forex

Your Company holds a full-fledged money changers (FFMC) license issued by the Reserve Bank of India at 8 of its business travel servicing locations across India.The margins in this business are under increasing pressure due to intense competition and your Company is exploring options to fulfill this customer need through alternate servicing models.

Outbound & Inbound Business

India has become one of the fastest growing outbound travel markets in the world and it is estimated that 25 million Indians travelled overseas in 2017.

This market is growing very fast driven by increasing middle-class incomes, changing consumer attitudes towards spending, low airfares, group package tours etc. Indians are travelling to international destinations more frequently and the average travel spend is also on the rise. The Indian outbound tourism market is expected to surpass the figure of US$ 40 Billion by 2020.

Your Companyâs focused approach on this business resulted in your Company sending more than 1500 individual travellers to foreign countries during the financial year 2017-18.

In 2016, foreign tourist arrival in India stood at 8.8 million. In 2017, India attracted 9.45 million international tourist arrivals and by 2027, it is expected to reach 17.3 million. This is due to flexible government policies, improved rail & road infrastructure, increase in international and domestic air-connectivity and easier availability of e-visas to foreign tourists.

Your Company expects to grow in this business in the coming years supported by the launch of a new website and special product and service offerings leveraging its car rental and ground handling capabilities.

Brand

Your Company is realigning its strategy to keep pace with rapidly changing market conditions in the travel industry, and making investments in technology up-gradation, updating service delivery models and enhancing products and service capabilities.

As a part of the transformation, your Company is also refreshing its brand logo, brand positioning and communication approach. The objective behind this is to present a more progressive and contemporary brand adapting to emerging millennial demands.

The new logo signifies a more contemporary identity while retaining the legacy. The three interconnected swirls forming the mnemonic of the new logo signify all aspects of travel viz. air, sea and ground while the new tagline âkeep goingâ written in a flowing handwritten font reflects the forward moving approach of the brand.

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 with clearly defined roles, responsibilities and authorities across the three levels of the governance structure. Your Company also has a Code of Conduct which requires management to conform to the required financial and accounting policies, systems and processes, conduct business ethically and ensure strict compliance with all applicable laws and regulations. Both these policies have been widely communicated across the organisation and together with the âStrategy of Organisationâ, Planning & Review Processes and the Risk Management Framework, create a control environment across the Company and provides the cornerstone for Internal Financial Controls with reference to your Companyâs Financial Statements.

Your Companyâs Financial Statements are prepared on the basis of the Significant Accounting Policies that are carefully selected by management and approved by the Audit Committee and the Board. These Policies are supported by the Corporate Accounting, System and Policies that apply to the entity as a whole and are practiced uniformly across the 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 businesses. 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 reinforces the control environment. The whole gamut of controls, policies, procedures and systems, are reviewed by management and audited by the Internal Audit whose findings and recommendations are reviewed by the Audit Committee and tracked through to implementation.

Your Company has in place adequate internal financial controls with reference to Financial Reporting. 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 management, no reportable material weakness or significant deficiencies in the design or operation of internal financial controls were 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 ensure that such systems are reinforced on an ongoing basis

RISK MANAGEMENT

Your Company continues its emphasis on a systems-based approach to business risk management. 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 the various entities in relation to risk management covering a range of responsibilities, from strategic to operational. These role definitions provide the foundation for your Companyâs 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 Audit.

- The Risk Assessment and Management Cell, through focused interactions with businesses, facilitates the identification and prioritisation of strategic and operational risks, development of appropriate mitigation strategies and conducts periodic reviews of the progress on the management of identified risks.

- A combination of centrally issued policies and procedures, which are regularly reviewed and updated in the light of changing business and regulatory environment, brings 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.

- The Corporate Internal Audit is an independent function and carries out risk focused audits across all businesses, enabling identification of areas where risk management processes may need to be strengthened. The Audit Committee of the Board reviews Internal Audit findings, provides strategic guidance on internal controls and seeks feedback on implementation based on such guidance. 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 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 accountability. Businesses are required to confirm periodically that all relevant risks have been identified, assessed, evaluated and that appropriate mitigation systems have been implemented.

The combination of policies and processes as outlined above adequately addresses the various risks associated with your Companyâs businesses.

AUDIT AND SYSTEMS

Your Company believes that internal control is a necessary adjunct 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 an effective internal control environment that provides assurance and comfort on orderly and efficient conduct of operations, security of assets, prevention and detection of frauds / errors, accuracy and completeness of accounting records and timely preparation of reliable financial information.

The Internal Audit function consisting of an in-house team and outsourced professional firms, 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 Audit team.

The Audit Committee of your Board met four times during the year. The Terms of Reference of the Audit Committee included reviewing the adequacy and effectiveness of the internal control environment, monitoring implementation of the action plans emerging out of Internal Audit findings including those relating to strengthening of your Companyâs risk management systems and discharge of statutory mandates.

HUMAN RESOURCE DEVELOPMENT

Your Company firmly believes that employees are the vital and most valuable assets and hence has created a favourable work environment that encourages innovation and meritocracy. Your Company continues to innovate in the way human resources are managed and developed, striking a balance between business needs & individual aspirations.

Your Companyâs Human Resource policies and procedures continue to evolve to stay ahead with the dynamic business environment and have enhanced organisational ability to remain compliant with the changing regulatory requirements.

Your Company is committed to achieve sustainable organisational performance as an overarching goal.

The Company provides a safe, secure, inclusive & a gender friendly workplace. No case of sexual harassment was reported during the year. The Company has put in place a Grievance Redressal Procedure and an Internal Complaints Committee to ensure that grievances in this regard, if any, are effectively addressed.

WHISTLEBLOWER POLICY

The Companyâs Whistleblower Policy encourages Directors and employees to bring to the Companyâs attention instances of unethical behaviour, actual or suspected incidents of fraud or violation of the ITHL Code of Conduct that could adversely impact the Companyâs operations, business performance and / or reputation. The Policy provides that the Company investigates such incidents, when reported, in an impartial manner and takes appropriate action to ensure that the requisite standards of professional and ethical conduct are always upheld. It is the Companyâs Policy to ensure that no employee is victimised or harassed for bringing such incidents to the attention of the Company.

The practice of the Whistleblower Policy is overseen by the Audit Committee and no employee has been denied access to the Committee. The Whistleblower Policy is available on the Companyâs website at https://www.travelhouseindia.com/ policies/Whistleblower_Policy.pdf

CORPORATE SOCIAL RESPONSIBILITY (CSR)

Your Companyâs CSR policy outlines programmes and projects falling within the purview of Schedule VII of the provisions of Section 135 of Companies Act, 2013 (âthe Actâ) and the Companies (Corporate Social Responsibility Policy) Rules, 2014.

The annual report on Corporate Social Responsibility activities as required under Sections 134 and 135 of the Act, 2013 read with Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 and Rule 9 of the Companies (Accounts) Rules, 2014 is provided in the Annexure forming part of this Report.

DEPOSITS

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

DIRECTORS

Changes in Directors

During the year under review, there were no changes in Directors.

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 the Company, Mr Nakul Anand will retire by rotation at the ensuing Annual General Meeting (âAGMâ) of your Company and being eligible, offers himself for re-appointment. Your Board recommends his re-appointment.

Number of Board Meetings

During the year ended 31st March, 2018, six meetings of the Board were held.

Attributes, Qualifications & Independence of Directors and their Appointment

As reported last year, the Nominations & Remuneration Committee of the Board had approved the criteria for determining qualifications, positive attributes and independence of Directors in terms of the Act and the Rules thereunder, both in respect of Independent Directors and other Directors as applicable. The Governance Policy of the Company also, inter alia, requires that Non-Executive Directors, including Independent Directors, be drawn from amongst eminent professionals with experience in business / finance / law, public administration and enterprises.

The Board Diversity Policy of the Company requires the Board to have a balance of skills, experience and diversity of perspectives appropriate to the Company. The Articles of Association of the Company provide that the strength of the Board shall not be fewer than three nor more than twelve.

Directors are appointed / re-appointed with the approval of the members. All Directors, other than Independent Directors, 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 confirmed that they meet the criteria of independence as 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 2015).

The Companyâs Policy relating to remuneration of Directors, Key Managerial Personnel and other employees is provided under the section âReport on Corporate Governanceâ in the Report and Accounts.

Board Evaluation

The Nominations & Remuneration Committee has approved the Policy on Board Evaluation, Evaluation of Board Committeesâ functioning and individual Director Evaluation.Board performance is assessed against the role and responsibilities of the Board as provided in the Act and the Listing Regulations 2015 read with the Companyâs Governance Policy. The parameters for Board performance evaluation have been derived from the Boardâs core role of trusteeship to protect and enhance shareholder value as well as fulfil expectations of other stakeholders through strategic supervision of the Company. Evaluation of functioning of Board Committees is based on discussions amongst Committee members and shared by each Committee Chairman with the Board. Individual Directors are evaluated in the context of the role played by each Director as a member of the Board at its meetings and in assisting the Board in realising its role of strategic supervision of the functioning of the Company in pursuit of its purpose and goals.

Key Managerial Personnel

During the year under review, Mr Ghanshyam Arora stepped down as the Manager of the Company with effect from close of work on 4th April, 2017. Thereafter, your Board on the recommendation of the Nominations & Remuneration Committee, appointed Mr Ajay Kumar as the Chief Executive Officer of the Company effective 5th April, 2017.

AUDIT COMMITTEE & AUDITORS

The composition of the Audit Committee is provided under the section âBoard of Directors and Committeesâ in the Report and Accounts.

Statutory Auditors

The Auditors, Messrs. Deloitte Haskins & Sells LLP, Chartered Accountants, were appointed with your approval at the Thirty Sixth AGM to hold such office till the conclusion of the Forty First AGM.

Secretarial Auditors

Your Board appointed Messrs. PB & Associates, Company Secretaries, to conduct the secretarial audit of the Company for the financial year ended 31st March, 2018. Their report is provided in the Annexure forming part of this Report, in terms of Section 204 of the Act.

RELATED PARTY TRANSACTIONS

All contracts or arrangements entered into by the Company with its related parties during the financial year were in accordance with the provisions of the Act and the Listing Regulations 2015. All such contracts or arrangements have been approved by the Audit Committee. No material contracts or arrangements with related parties were entered into during the year under review. Accordingly, no transactions are being reported in Form No. AOC-2 in terms of Section 134 of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014.

Your Companyâs Policy on Related Party Transactions, as adopted by your Board, can be accessed on the Companyâs website at https://www.travelhouseindia.com/ policies / Related Party.pdf.

DIRECTORSâ 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 judgements 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 provision 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 the Auditors, Messrs. Deloitte Haskins & Sells LLP, Chartered Accountants, confirming compliance with the conditions of Corporate Governance as stipulated under the Listing Regulations 2015, is annexed.

Compliance with Secretarial Standards

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

Going Concern Status

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

Extract of Annual Return

The information required under Section 134 of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014, is annexed.

Particulars of Loans, Guarantees or Investments

During the year ended 31st March, 2018, the Company has neither given any loan or guarantee nor has made any investment under the provisions of Section 186 of the Act.

Particulars relating to Conservation of Energy and Technology Absorption

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

Conservation of Energy:

Steps taken on conservation of energy and impact thereof: NIL

Steps taken by the Company for utilising alternate sources of energy: NIL

Capital investment on energy conservation equipment: NIL.

Technology Absorption:

I) Efforts, in brief, made towards technology absorption and benefits derived as a result of the above efforts, e.g. product improvement, cost reduction, product development, import substitution, etc.:

New features and contents have been added to ITH SMART, the Companyâs reservations and booking platform to keep it contemporary.

Your Company has also proceeded to migrate and enhance its internal applications of Payroll and Foreign Exchange to scalable, efficient and available cloud based setups.

Benefits:

Improved customer service delivery, integrity, availability, usage and optimisation of fulfillment process.

II) In case of imported technology (imported during the last 3 years reckoned from the beginning of the financial year), following information may be furnished:

A) Details of technology imported - NIL

B) Year of import - NIL

C) Whether the technology has been fully absorbed - NIL

D) If not fully absorbed, areas where absorption has not taken place, and the reasons therefor - NIL

III) Expenditure incurred on research and development - NIL

Employees

The total number of employees of the Company as on 31st March, 2018 stood at 639.

The details of employee(s) drawing remuneration more than the limit specified in Rule 5(2) of the Companies (Appointment and Remuneration of Managerial personnel) Rules, 2014 along with the details of top ten employees of the Company in terms of remuneration drawn, as required under the said Rule, are given in the Annexure forming part of this Report.

FORWARD-LOOKING STATEMENTS

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

CONCLUSION

Your Directors and employees look forward to the future with confidence and stand committed to creating an even brighter future for all stakeholders.

On behalf of the Board

Place : New Delhi A Rajput J Singh

Date : 17th April, 2018 Director Director

Mar 31, 2017

The Directors submit their Report for the financial year ended 31st March, 2017.

BUSINESS ENVIRONMENT

The global economy continued to lose pace in 2016 growing ^by ³¹ % compared to 3.4% in 2015. The growth in US and the Euro Areas also slowed down and were in the range of 1.6% to 1.7%. However, it is anticipated that the global economy will be stronger in 2017 and will outpace the growth seen in 2015.

The Indian economy too witnessed another challenging year, with the real GDP growth at 7.1%, a significant decline over 2015-16 (7.9%). The Industry and Services sectors decelerated further during the year, recording the slowest growth over the last few years. However, India still remains the fastest growing major economy in the world.

Inflation remained largely within the comfort zone of the RBI during the year. While growth in Wholesale Price Index (WPI) for 2016-17 stood at 1.7% compared to a decline of 3.7% in 2015-16, this was mainly attributable to the base effect of low fuel and commodity prices. Consumer Price Index (CPI) for 2016-17 declined to 4.5% against 4.9% in 2015-16 with Core CPI remaining stable at 4.7% in 2016-17 (4.6% in 2015-16).

FINANCIAL PERFORMANCE

Your Company recorded revenue from operations of Rs. 201.54 crores (previous year Rs. 195.91 crores) registering a 2.9% growth over last year. Other income at Rs. 4.20 crores (previous year Rs. 4.14 crores) registered a growth of 1.4% as your Companyâs treasury operations continued to focus on deployment of temporary surplus liquidity within a well-defined risk management framework. Pre-tax profits at Rs. 18.30 crores (previous year Rs. 16.10 crores) grew by 13.67% and post-tax profits at Rs. 11.17 crores (previous year Rs. 9.61 crores) grew by 16.23% over last year. This was mainly on account of managing a higher total income without corresponding increase in costs.

During the financial year 2016-17, your Company earned Rs. 20.24 crores (previous year Rs. 23.82 crores) in foreign exchange from its Travel, Tours and Car Rental Services. Your Companyâs expenditure in foreign currency amounted to Rs. 0.39 crores (previous year Rs. 0.3lcrores). Details of foreign exchange earnings and outflow are provided in Additional Notes 32 (vii) and (viii) to the Financial Statements.

PROFITS, DIVIDEND AND SURPLUS

The financial results of your Company, summarized, are as under:

		For the year ended 31st March, 2017	For the year ended 31st March, 2016
	Profits	(Rs.)	(Rs.)
a.	Profit Before Tax	18,30,90,993	l6,09,94,90l
b.	Tax Expense Current Tax	7,82,78,663	5,99,54,032
	Deferred Tax	(69,11,694)	49,78,444
c.	Profit for the year	11,17,24,024	9,60,62,425
d.	Other Comprehensive Income	(71,02,013)	(12,92,482)
e.	Total Comprehensive Income	10,46,22,011	9,47,69,943
	Statement of Retained Earnings At the beginning of the year	1,18,82,77,215	l,l3,44,00,858
	Add: Profit for the year	11,17,24,024	9,60,62,425
	Less: Other Comprehensive Income (Net of Tax)	7l,02,0l3	l2,92,482
	Dividend paid including Income Tax on Dividend paid	4,08,93,586	4,08,93,586
	At the end of the year	1,25,20,05,640	1,18,82,77,215

Your Directors are pleased to recommend a dividend of Rs. 4.25 per Equity Share of Rs. 10/- each for the year ended 31st March, 2017, thereby maintaining last yearâs dividend.

BUSINESS SEGMENTS

Air Travel

Indiaâs domestic travel market grew by 23% during the year 2016. Domestic airlines carried 999 lac passengers in 2016 against 811 lacs in the previous year. The growth drivers were from retail segment and mainly due to low air fares and additional capacity added by the airlines. The Indian aviation industry was estimated at USD 16 billion in the year 2015 and is expected to become the worldâs third largest market by 2020.

Indiaâs international outbound business travel spending have shown a subdued growth in the 5-6 percent per year range. However, in overall terms, a double digit business travel spending growth continues for India, and has been predicted at 11.6%. The country continues to position itself to become a world leader in business travel.

Despite an increase in volume of tickets sold during the year, your Companyâs top line showed a marginal growth due to lower domestic tariffs as average ticket price was down. This adversely impacted performance linked bonuses which are received from the airlines. A further depletion of airline commissions kept the earnings under pressure during the year. However, your

Company has been able to sustain growth over the previous year with various initiatives.

Your Company received performance excellence awards from Singapore Airlines, Air Mauritius, Sri Lankan Airlines, Thai Airways, Hahn Airlines, Oman Air and GoAirways.

Car Rental Business

The car rental market in India was estimated at USD 9 billion in the year 2015, with a major part of the market being dominated by the unorganized sector. This market is expected to grow at a CAGR of 24.6% till the financial year 2019.

Disruption from aggregators continued during the year, with their entry into the corporate sector. Also the low pricing by the app based companies put pressure on margins with tariffs being flat and input costs increasing.

Despite the increased competition and price wars, your Company showed a marginal decline over the previous year. Focus on technology adaption continued for safety with multilevel tracking. Chauffeur training and grooming continued with redefined focus on safety.

During the year, your Company opened an office at Indore to attract new clients and gain market share. Plans to commence operations in other tier II cities continue to be pursued.

Forex

Your Company holds a valid full-fledged money changers (FFMC) licence issued by the Reserve Bank of India and runs FFMC business in eight of its IATA offices across India in order to provide a one stop shop for all travel requirements of the tourist. Your Company had a significant growth in this business during the year.

MICE

Your Company maintained its position in this segment by being the sole official travel partner for many events and has successfully organized over 25 Trade Shows during the year. The major events organized by your Company were Bauma Conexpo, Renewable Energy and prestigious shows of ISHRAE, Messe Frankfurt, Nuernberg Messe, United Business Media, PDA Trade Fairs etc. Your Company had the distinction of being honoured with the Top Professional Conference Organizers (PCO) Award

2016 during the year.

Outbound and Domestic Tourism

Extensive efforts by the Government to promote India as a tourist destination coupled with the presence of a large number of Indian diaspora resulted in outbound tourism growing at a CAGR of 10.46% over the last five years. Relaxation in forex rules and investor friendly business policies have added to the increase of business travelers - both inbound and outbound.

Your Companyâs focused approach in this segment resulted in significant growth despite demonetization during the year. Your Company provides an online booking system to its customers to book hotels and tour packages.

Your Company has received an award from Hong Kong Tourism for year on year growth in the Meetings and Incentives segment.

Inbound and Domestic Tourism Scenario

The growth in the Foreign Tourist Arrivals (FTAs) into India, which is about 8 million (0.6% of the population) is quite low when compared to the Association of Southeast Asian Nations (ASEAN) (15.3%), the Organization for Economic Co-operation and Development (OECD) nations (48.7%), the Gulf Cooperation Council (GCC) (85.5%) and other emerging economies (5.5%). This not only highlights abysmally low penetration levels, but also underlines the untapped potential that can be capitalized with the right mix of infrastructure, safety and security, and speed and convenience of the entire travel life-cycle from bookings to sharing feedbacks.

The explosive growth in Domestic Tourist Visits (DTVs) that grew at a CAGR of 13.6% over the last 24 years - standing at 1.43 billion tourists is a testimony of the fact that with speed, safety and convenience of transaction from a travelerâs perspective, the future growth would also continue to be on an exponential trajectory.

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 with clearly defined roles, responsibilities and authorities across the three levels of the governance structure. Your Company also has a Code of Conduct which requires management to conform to the required financial and accounting policies, systems and processes, conduct business ethically and ensure strict compliance with all applicable laws and regulations. Both these policies have been widely communicated across the organization and together with the âStrategy of Organizationâ, Planning & Review Processes and the Risk Management Framework, create a control environment across the Company and provides the cornerstone for Internal Financial Controls with reference to your Companyâs Financial Statements.

Your Companyâs Financial Statements are prepared on the basis of the Significant Accounting Policies that are carefully selected by management and approved by the Audit Committee and the Board. These Policies are supported by the Corporate Accounting, System and Policies that apply to the entity as a whole and are practiced uniformly across the 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 businesses. 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 reinforces the control environment. The whole gamut of controls, policies, procedures and systems, are reviewed by management and audited by Internal Audit whose findings and recommendations are reviewed by the Audit Committee and tracked through to implementation.

Your Company has in place adequate internal financial controls with reference to Financial Reporting. 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 management, no reportable material weakness or significant deficiencies in the design or operation of internal financial controls were observed. Nonetheless your Company recognizes that any internal financial control framework, no matter how well designed, has inherent limitations and accordingly regular audit and review processes ensure that such systems are reinforced on an ongoing basis.

AUDIT AND SYSTEMS

Your Company believes that internal control is a necessary adjunct of 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 an effective internal control environment that provides assurance and comfort on orderly and efficient conduct of operations, security of assets, prevention and detection of frauds / errors, accuracy and completeness of accounting records and the timely preparation of reliable financial information.

The Internal Audit function consisting of an in-house team and outsourced professional firms is resourced to deliver high standards 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 Audit team.

WHISTLEBLOWER POLICY

The Companyâs Whistleblower Policy encourages Directors and employees to bring to the Companyâs attention instances of unethical behaviour, actual or suspected incidents of fraud or violation of the ITHL Code of Conduct that could adversely impact the Companyâs operations, business performance and / or reputation. The Policy provides that the Company investigates such incidents, when reported, in an impartial manner and takes appropriate action to ensure that the requisite standards of professional and ethical conduct are always upheld. It is the Companyâs Policy to ensure that no employee is victimized or harassed for bringing such incidents to the attention of the Company.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

Your Companyâs CSR Policy outlines the programmes and projects that fall within the purview of Schedule VII of the Companies Act, 2013 (the Act) read with the Companies (Corporate Social Responsibility Policy) Rules, 2014.

The annual report on CSR activities as required under Sections 134 and 135 of the Act read with Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 and Rule 9 of the Companies (Accounts) Rules, 2014 is provided in the Annexure forming part of this Report.

DEPOSITS

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 during the year.

DIRECTORS

Changes in Directors

Mr. Jehangir Jal Ghadiali who was on deputation from ITC Limited (ITC), stepped down as Managing Director of the Company with effect from 27th January, 2017, consequent to his reversion to ITC. Mr. Anil Baijal ceased to be an Independent Director of your Company with effect from 30th December, 2016, consequent to his appointment as Lt. Governor of Delhi. Your Directors would like to record their appreciation for the services rendered by Messrs Ghadiali and Baijal.

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 the Company, Mr. Anil Rajput will retire by rotation at the ensuing Annual General Meeting (AGM) of your Company and being eligible, offers himself for re-appointment. Your Board recommends his re-appointment.

Number of Board Meetings

During the year ended 31st March, 2017, five meetings of the Board were held.

Attributes, Qualifications & Independence of Directors and their Appointment

The Nominations & Remuneration Committee of the Board had approved the criteria for determining qualifications, positive attributes and independence of Directors in terms of the Act and the Rules there under, both in respect of Independent Directors and other Directors as applicable, as reported last year. The Governance Policy of the Company also, inter alia, requires that Non-Executive Directors, including Independent Directors, be drawn from amongst eminent professionals with experience in business / finance / law / public administration and enterprises.

Directors are appointed / re-appointed with the approval of the members. All Directors, other than Independent Directors, 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 confirmed that they meet the criteria of independence as prescribed under Section l49 of the Act and Regulation l6 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Companyâs Policy relating to remuneration of Directors, Key Managerial Personnel and other employees is provided under the section âReport on Corporate Governanceâ in the Report and Accounts.

Board Evaluation

The Nominations & Remuneration Committee has approved the Policy on Board Evaluation, Evaluation of Board Committeesâ functioning and individual Director Evaluation. Board performance is assessed against the role and responsibilities of the Board as provided in the Act and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with the Companyâs Governance Policy. The parameters for Board performance evaluation have been derived from the Boardâs core role of trusteeship to protect and enhance shareholder value as well as fulfill expectations of other stakeholders through strategic supervision of the Company. Evaluation of functioning of Board Committees is based on discussions amongst Committee members and shared by each Committee Chairman with the Board. Individual Directors are evaluated in the context of the role played by each Director as a member of the Board at its meetings and in assisting the Board in realizing its role of strategic supervision of the functioning of the Company in pursuit of its purpose and goals.

AUDIT COMMITTEE & AUDITORS

The composition of the Audit Committee is provided under the section âBoard of Directors & Committeesâ in the Report and Accounts.

Secretarial Auditors

Your Board appointed Messrs PB & Associates, Company Secretaries, to conduct the secretarial audit of the Company for the financial year ended 31st March, 2017. Their report is provided in the Annexure forming part of this Report, in terms of Section 204 of the Act.

RELATED PARTY TRANSACTIONS

All contracts or arrangements entered into by the Company with its related parties during the financial year were in accordance with the provisions of the Act and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. All such contracts or arrangements have been approved by the Audit Committee. No material contracts or arrangements with related parties were entered into during the year under review. Accordingly, no transactions are being reported in Form No. AOC-2 in terms of Section 134 of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014.

DIRECTORSâ RESPONSIBILITY STATEMENT

As required under Section 134(5) 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;

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 conditions of Corporate Governance

The certificate of the Auditors, Messrs S R Batliboi & Associates LLP, Chartered Accountants, confirming compliance of conditions of Corporate Governance as stipulated under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, is annexed.

Going Concern Status

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

Extract of Annual Return

The information required under Section 134 of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014, is provided in the Annexure forming part of the Report.

Particulars of Loans, Guarantees or Investments

During the year ended 31st March, 2017, the Company has neither given any loan or guarantee nor has made any investment under the provisions of Section 186 of the Act.

Particulars relating to Conservation of Energy and Technology Absorption

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

Conservation of Energy:

Steps taken on conservation of energy and impact thereof: NIL Steps taken by the Company for utilizing alternate sources of energy: NIL

Capital investment on energy conservation equipment: NIL Technology Absorption:

ITH SMART, the Companyâs reservations and booking platform has stabilized and is now the backbone for reservations and bookings. Further, the platform continues to be enhanced with contemporary features and new contents.

Your Company has also launched a Corporate Self Booking Tool allowing customers to book various travel products as per their own convenience and travel needs.

Benefits:

Improved customer service delivery, optimization of fulfillment process, significant improvement in response time to customers and increased customer reach and connect.

II) In case of imported technology (imported during the last 3 years reckoned from the beginning of the financial year), following information may be furnished:

A) Details of technology imported - NIL

B) Year of import - NIL

C) Whether the technology been fully absorbed - NIL

D) If not fully absorbed, areas where absorption has not taken place, and the reasons therefore - NIL

III) Expenditure incurred on research and development - NIL

Employees

The total number of employees as on 31st March, 2017 stood at 698.

There were no employees, who were employed throughout the year and were in receipt of remuneration aggregating Rs. 1.02 crores or more or were employed for part of the year and were in receipt of remuneration aggregating Rs. 8.5 lacs per month or more during the financial year ended 31st March, 2017. The information required under Section 197(12) of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided in the Annexure forming part of this Report.

FORWARD-LOOKING STATEMENTS

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

FUTURE PROSPECTS

As per India Aviation Outlook Report for the financial year 2017-18, the domestic air traffic could grow by nearly 25% and approach 130 million passengers in India. The next financial year is expected to be the third consecutive year of domestic growth above 20% but may be tempered by 3-5% because of the impact of demonetization.

The Government of India has granted âin-principleâ approval for setting up of 14 Greenfield airports in various parts of the country and has signed an open skies agreement with six countries. These developments should boost passenger traffic to and from India apart from improving connectivity domestically.

The Union Cabinet has given its approval for liberalization, simplification and rationalization of the existing visa regime in India and for incremental changes in the visa policy. This will facilitate entry of foreigners for tourism, business and medical purposes with one single visa. According to a government release, this initiative is expected to stimulate economic growth, increase earnings from export of services like tourism, medical value travel and travel on account of business and to make âSkill Indiaâ, âDigital Indiaâ, âMake in Indiaâ and other such flagship initiatives of the Government successful.

On behalf of the Board

Place : New Delhi A Rajput J Singh

Date : 22nd April, 2017 Director Director

Mar 31, 2016

The Directors submit their Report for the financial year ended 31st March, 2016.

BUSINESS ENVIRONMENT

Global economic recovery remained, by and large, fragile. Growth in 2015 slowed down to a mere 3.1% as against an already dismal 3.4% in 2014. Projected GDP growth in 2016 is 1.9% in the absence of any major upturn in economic activity.

The Indian economy too witnessed a challenging year and nominal GDP growth at 8.1% declined significantly during the period April 2015 to December 2015 as compared to the 11.4% achieved in the corresponding period in the previous year. There was a marked deceleration in the growth of corporate sales during the year under review. The Index of Industrial Production also grew by a mere 2.6% during the April 2015 to February 2016 period.

Fortunately, the low global crude oil prices and RBIâs monetary policies helped contain inflation within acceptable levels. Economic reforms have not been significant enough to presage any major acceleration in the short term, keeping in mind the weak global economic scenario. The slow pace of economic reforms and the weak global economic scenario do not indicate any major acceleration in the short term. There is a possibility that the rate of inflation might increase during the latter part of 2016-17.

FINANCIAL PERFORMANCE

Your Company recorded an operating income of '' I95.9Icrores (previous year Rs, 180.63 crores) registering 8.46% growth over last year. Other income at Rs, 5.40 crores ( previous year Rs, 2.85 crores) registered a growth of 47.22% as your CompanyRs,s treasury operations continued to focus on deployment of temporary surplus liquidity within a well-defined risk management framework. Pre-tax profits stood at Rs, 19.75 crores ( previous year Rs, 26.21 crores) and post-tax profits at Rs, 12.89 crores (previous year Rs, 18.38 crores) posted a diminishing growth over last year.

During the financial year 2015 -16, your Company earned Rs, 23.82 crores (previous year Rs, 20.0Icrores) in foreign exchange from its Travel, Tours and Car Rental Services. Your Companyâs expenditure in foreign currency amounted to '' 0.3Icrores (previous year Rs, 0.27 crores). Details of foreign exchange earnings and outflow are provided in Note 22 to the Financial Statements.

PROFITS, DIVIDEND AND SURPLUS

The financial results of your Company, summarized, are as under:

	For the year ended		For the year ended
	3Ist March, 20I6		3Ist March, 20I5
a.	Profit Before Tax	o I9,74,72,687	o 26,2I,I3,I72
b.	Tax Expense Current Tax	5,92,70,000	5,47,07,000
	Deferred Tax	93,4I,I83	2,36,23,I57
c.	Profit After Tax	I2,88,6I,504	I8,37,83,0I5
d.	Add : Profit brought forward from previous years	I,08,50,96,405	96,67,56,284
e.	Surplus available for appropriation	I,2I,39,57,909	I,I5,05,39,299
	Less: - Depreciation on transition	_-	6I,7I,308
	to Schedule II of the Companies Act, 20I3 on Tangible Fixed Assets (Net of Deferred Tax ''Nil; 2015: '' 3I,77,742) [Refer Note 22(vi)] - Transfer to General Reserve		I,83,78,000
	- Proposed Dividend	3,39,76,625	3,39,76,625
	- Dividend Distribution Tax on Proposed Dividend	69,I6,96I	69,I6,96I
f.	Balance carried forward to the following year	I,I7,30,64,323	I,08,50,96,405

Your Directors are pleased to recommend a dividend of Rs, 4.25 per Equity Share of Rs, I0/- each for the year ended 3Ist March, 20I6, thereby maintaining last yearâs dividend. Total cash outflow in this regard will be Rs, 4.09 crores including Dividend Distribution Tax ofRs, 0.69 crores.

Your Board has not recommended any transfer to General Reserve (previous year Rs, I.84 crores). Consequently, the surplus in the Statement of Profit and Loss as at 3Ist March, 20I6 would stand at Rs, II7.3I crores (previous year Rs, I08.5I crores).

BUSINESS SEGMENTS Air Travel

Global passenger traffic growth for 20I5 showed an increase of 6.5% as compared to 20I4 and is well above the I0-year average annual growth rate of 5.5%. While economic fundamentals were weaker in 2015 compared to 2014, passenger demand was boosted due to lower air fares. As regards domestic air travel, the fall in jet fuel prices has resulted in lower travel costs and hence, Indian domestic passenger traffic grew by 20% in 20I5, mainly in the retail segment.

India is likely to become the third largest aviation market in the world by 2034, according to a forecast by the International Air Transport Association. With a view to achieving better connectivity to remote areas and different regions of the country, the Government has laid down certain route dispersal guidelines. The Government is persuading the State Governments to reduce VAT on aviation turbine fuel (ATF), as also allowing direct import of ATF by Indian carriers as actual users. Participation of foreign airlines up to 49% in the equity of scheduled air transport undertakings is also being permitted.

Despite increase in volume of tickets sold during the year, your Companyâs top line revenue was under pressure due to lower tariffs. Obviously, this also affected your Companyâs earnings from performance linked bonus (PLBs) by making it tougher to achieve targets.

Your Company received performance excellence awards from Singapore Airlines, Emirates Airlines, Hahn Air and GoAir.

Car Rental Business

During the year, the car rental business across India was disrupted by aggregators. Commencing with retail segments the aggregators have now made a foray into the corporate market. This resulted in increased competition, falling tariffs and diminishing yields for car rental companies.

This segment of business continues to grow with the key demand drivers being the growing middle class, increased need for airport transfers with a growth in flight passengers, up gradation from the usual meter taxis, growth in the number of residential suburbs, increase in the working population, etc. The year also saw the advent of the car sharing concept with smart phone technologies adding to the volume of business.

Despite the increased competition and a tariff war due to the entry and growth of aggregators, the car rental vertical of your Company showed a growth of 8% over the previous year. Your Company maintained and increased its niche client base, making the fleet GPS enabled with multiple levels of tracking and monitoring. Emphasis on safety continued to be the priority. Chauffeur training continued with Hubert Ebner and the Institute of Road Traffic Education for defensive driving and soft skills.

The Travel Safe brand which was launched in the previous year continued on a growth trajectory. This provides corporate customers with a reliable yet affordable option.

During the year, your Company opened boutique offices at Vishakhapatnam and Ahmadabad to provide car rental services to corporate customers, besides starting Hotel Travel Service counters at both the locations. Your Company plans to start operations at other Tier II cities during 2016-17 in order to expand geographically, service the existing customer base better, attract new clients and thus gain market share.

Your Company was awarded the Best Car Rental Company award by Todayâs Traveller Awards 20I5.

Forex

Your Company runs a full-fledged money changers (FFMC) business at nine of its IATA offices across India in order to provide a one stop shop for all travel requirements of the tourist. Your Company holds a valid FFMC license issued by the Reserve Bank of India in this regard and the Vadodara IATA branch of the Company is the latest entry into this business.

MICE

Your Company maintained its position in this segment by being the sole official travel partner for many events and has successfully organized several major Meetings, Incentives, Conferences & Events for Associations, Institutions, Government / nongovernment bodies, Heads of State, Ministers and Corporate Houses. The major events organized by your Company were Auto Expo 20I6- The Motor Show, ICAO Symposium, SATTE 2016, ACREX India 2016, 9th Renewable Energy India Show, CPhi India Show, India Wood, Delhi Gems & Jewellery Show and the India Nuclear Energy Show. During the year your Company won the coveted âStar Conference Organizer 20I5â award.

Outbound and Domestic Tourism

Despite the continued depreciation of the Rupee making outbound travel expensive, your Company showed a robust growth in this segment. During the year under review your Company handled 9,000 outbound and domestic travelers with an I8% growth over the previous year. Inter division synergy in your Company was instrumental in generating more business for this segment from the corporate base of Ticketing and Car Rentals.

Your Company continued with joint promotions with Tourism Boards of various countries. The website of the Company was revamped and improved to generate more enquiries and business in this segment.

Your Company is working on providing an online booking system to clients to be able to book hotels and tour packages. The facility of a payment gateway for various services was initiated during the year to ensure safe and secure payment.

Inbound Tourism Scenario

The number of Foreign Tourist Arrivals (FTAs) into India during 20I3, 20I4 and 20I5 were 6.97 million, 7.68 million and 8.03 million respectively. FTAs have seen a 4.4% average growth, which is almost the average growth rate that is being registered the world over.

The introduction of Electronic Tourist Visa (ETV) by the Government of India was a path breaking measure, easing entry formalities for citizens of I50 countries at I6 airports in the country. During 20I5, a total of 4,45,300 ETV holders visited India, indicating the success of the new online process. It is proposed to extend this facility to business travelers as well. Your Company is well poised to benefit from growth in this sector.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

Your Company has adopted a CSR policy in the previous year outlining programmes and projects falling within the purview of Schedule VII of the provisions of Section I35 of the Companies Act, 20I3 and the Companies (Corporate Social Responsibility Policy) Rules, 20I4.

The annual report on CSR activities as required under Sections I34 and I35 of the Companies Act, 20I3 read with Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 20I4 and Rule 9 of the Companies (Accounts) Rules, 20I4 is provided in the Annexure forming part of this Report.

DEPOSITS

Your Company has not accepted any deposit from the public / members under Section 73 of the Companies Act, 20I3 read with the Companies (Acceptance of Deposits) Rules, 2014 during the year.

DIRECTORS

Changes in Directors

Mr Arun Pathak stepped down as a Non-Executive Director of your Company with effect from I5th April, 20I6. Your Directors would like to record their appreciation of the services rendered by him.

Mr Jagdish Singh, on the recommendation of the Nominations

& Remuneration Committee, was appointed by the Board of Directors of the Company (âthe Boardâ) as an Additional Non Executive Director of your Company on 16th April, 2016. By virtue of the provisions of Article I30 of the Articles of Association of your Company and Section I6I of the Companies Act, 20I3 (âthe Actâ), Mr Singh will vacate office at the ensuing Annual General Meeting (AGM) and being eligible, offers himself for appointment. Your Board recommends his appointment.

Appropriate resolution seeking your approval to the aforesaid appointment appears in the Notice convening the Thirty Fifth AGM of your Company.

Retirement by Rotation

In accordance with the provisions of Section I52 of the Act read with Articles I43 and I44 of the Articles of Association of the Company, Mr Jehangir J Ghadiali will retire by rotation at the ensuing AGM of your Company and being eligible, offers himself for re-appointment. Your Board recommends his re-appointment.

Number of Board Meetings

During the year ended 3Ist March, 20I6, five meetings of the Board were held.

Attributes, Qualifications & Independence of Directors and their Appointment

The Independent Directors of your Company have confirmed that they meet the criteria of independence as prescribed under Section I49 of the Act and Regulation I6 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 20I5.

The Companyâs Policy relating to remuneration of Directors, Key Managerial Personnel and other employees is provided under the section âReport on Corporate Governanceâ in the Report and Accounts.

Board Evaluation

The Nominations & Remuneration Committee has approved the Policy on Board Evaluation, Evaluation of Board Committeesâ functioning and individual Director Evaluation. Board performance is assessed against the role and responsibilities of the Board as provided in the Act and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 20I5 read with the Companyâs Governance Policy. The parameters for Board performance evaluation have been derived from the Boardâs core role of trusteeship to protect and enhance shareholder value as well as fulfill expectations of other stakeholders through strategic supervision of the Company. Evaluation of functioning of Board Committees is based on discussions amongst Committee members and shared by the respective Committee Chairman with the Board. Individual Directors are evaluated in the context of the role played by each Director as a member of the Board at its meetings and in assisting the Board in realizing its role of strategic supervision of the functioning of the Company in pursuit of its purpose and goals.

Key Managerial Personnel

During the year there was no change in the Key Managerial Personnel of your Company.

AUDIT COMMITTEE & AUDITORS

The composition of the Audit Committee is provided under the section âBoard of Directors & Committeesâ in the Report and Accounts.

Statutory Auditors

The Auditors, Messrs S R Batliboi & Associates LLP, Chartered Accountants (SRB), were appointed with your approval at the Thirty Third AGM to hold such office for a period of three years. The Board, in terms of Section 139 of the Act, on the recommendation of the Audit Committee, has recommended for the ratification of the Members the appointment of SRB from the conclusion of the ensuing AGM till the conclusion of the Thirty Sixth AGM. The Board, in terms of Section I42 of the Act, on the recommendation of the Audit Committee, has also recommended for the approval of the Members the remuneration of SRB for the financial year 20I6-I7. Appropriate resolution in respect of the above appears in the Notice convening the Thirty Fifth AGM of the Company.

Secretarial Auditors

Your Board appointed Messrs PB & Associates, Company Secretaries, to conduct the secretarial audit of the Company for the financial year ended 3 I st March, 2016. The report of Messrs PB & Associates, Company Secretaries, is provided in the Annexure forming part of this Report, in terms of Section 204 of the Act.

RELATED PARTY TRANSACTIONS

All contracts or arrangements entered into by the Company with its related parties during the financial year were in accordance with the provisions of the Companies Act, 20I3 and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and erstwhile Cause 49 of the Listing Agreement. All such contracts or arrangements have been approved by the Audit Committee. No material contracts or arrangements with related parties were entered into during the year under review. Accordingly, no transactions are being reported in Form No. AOC-2 in terms of Section I34 of the Act read with Rule 8 of the Companies (Accounts) Rules, 20I4.

Your Companyâs Policy on Related Party Transactions, as adopted by your Board, can be accessed on the Companyâs website at https://www.travelhouseindia.com/policies/Related_Party.pdf

DIRECTORSâ RESPONSIBILITY STATEMENT

As required under Section I34 of the Companies Act, 20I3, 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;

c) taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 20I3 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 conditions of Corporate Governance

Going Concern Status

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

Extract of Annual Return

The information required under Section I34 of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 20I4, is annexed.

Particulars of Loans, Guarantees or Investments

During the year ended 3 I st March, 20I6, the Company has neither given any loan or guarantee nor has made any investment under the provisions of Section I86 of the Companies Act, 20I3.

Particulars relating to Conservation of Energy and Technology Absorption

Particulars as required under Section I 34 of the Companies Act, 201 3 relating to Conservation of Energy and Technology Absorption are provided below:

Conservation of Energy:

Steps taken on conservation of energy and impact thereof: NIL Steps taken by the company for utilizing alternate sources of energy: NIL

Capital investment on energy conservation equipment: NIL. Technology Absorption:

ITH SMART has been commissioned and rolled out across all business locations to ensure sale of multiple products on a single platform with seamless integration into the financial records of your Company.

Benefits:

Improved client servicing flexibility, significant improvement in client response time, and higher level of productivity.

II) In case of imported technology (imported during the last 3 years reckoned from the beginning of the financial year), following information may be furnished:

A) Details of technology imported - NIL

B) Year of import - NIL

C) Whether the technology been fully absorbed - NIL

D) If not fully absorbed, areas where absorption has not taken place, and the reasons therefore - NIL

III) Expenditure incurred on research and development - NIL

Employees

The total number of employees as on 3Ist March, 20I6 stood at 7I3.

The information required under Section I97(I2) of the Companies Act, 20I3 read with Rule 5(I) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided in the Annexure forming part of this Report.

The Managing Director of the Company was in receipt of remuneration aggregating '' 60 lakhs or more during the financial year ended 3 I st March, 2016. The information pursuant to Section I97 of the Companies Act, 20I3 read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 20I4 is detailed below:

Name

Age

Designation / Nature of duties

Gross

Remuneration

Qualification

and

Experience (Years)

Date of Commencement of Employment

Previous Employment / Position Held

J J Ghadiali

Managing Director

64,78,362/-

Diploma in Hotel Management (37 Years)

I7 February 2008

General Manager, Park Sheraton

On behalf of the Board

Place : New Delhi J J Ghadiali J Singh

Date :16th April, 2016 Managing Director Director

Mar 31, 2015

Dear Members,

The Directors submit their Report for the financial year ended 31st March,2015.

FINANCIAL PERFORMANCE

Your Company posted yet another year of steady results, recording an operating income of Rs. 180.63 crores (previous year Rs. 171.71 crores) registering a 5.2% growth over last year. Pre-tax profits stood at Rs. 26.2lcrores (previous year Rs. 26.08 crores) and post-tax profits at ^ 18.38 crores (previous year Rs. 18.11 crores) posted a marginal growth over last year.

During the financial year 2014-15, your Company earned Rs. 20.01 crores (previous year Rs.I3.33 crores) in foreign exchange from its Travel,Tours and Car Rental Services.Your Company''s expenditure in foreign currency amounted to Rs. 0.27 crores (previous year Rs. 0.28 crores). Details of foreign exchange earnings and outflow are provided in Note 22 to the

Financial Statements. During the year, your Company''s treasury operations continued to focus on deployment of temporary surplus liquidity within a well-defined risk management framework.

Profits, Dividend and Surplus

The financial results ofyour Company, summarised, are as under:

For the year ended For the year ended 31st March, 2015 31st March, 2014

a. ProfitBeforeTax 26,21,13,172 26,07,93,743

b. Tax Expense

Current Tax 5,47,07,000 8,39,13,000

Deferred Tax 2,36,23,157 (41,94,485)

c. Profit After Tax 18,37,83,015 18,10,75,228

d. Add: Profit brought forward from previous years 96,67,56,284 84,35,40,008

e. Surplus available for appropriation 1,15,05,39,299 1,02,46,15,236

Less:

- Depreciation on transition to 61,71,308 - Schedule II ofthe Companies Act, 2013 on Tangible Fixed Assets (Net of Deferred Tax Rs 31,77,742)

[Refer Note 22(vi)]

- Transfer to General Reserve 1,83,78,000 1,81,08,000

- Proposed Dividend 3,39,76,625 3,39,76,625

- Dividend Distribution

Tax on Proposed Dividend 69,16,961 57,74,327

f. Balance carried forward to the following year 1,08,50,96,405 96,67,56,284

Your Directors are pleased to recommend a dividend of Rs. 4.25 per Equity Share ofRs. 101- each for the year ended 31st March, 2015, thereby maintaining last year''s dividend.Total cash outflow in this regard will be Rs. 4.09 crores (previous year Rs. 3.98 crores), including Dividend Distribution Tax of Rs. 0.69 crores (previous year Rs. 0.58 crores).

Your Board further recommends a transfer to General Reserve of Rs.1.84 crores (previous year Rs. 1.81 crores). Consequently,the surplus in the Statement of Profit and Loss as at 31st March, 2015 would stand at Rs. 108.51 crores (previous year Rs.96.68 crores).

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The annual report on Corporate Social Responsibility activities as required under Sections 134 and 135 of the Companies Act, 2013 read with Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 and Rule 9 of the Companies (Accounts) Rules, 2014 is provided in theAnnexure forming partofthis Report.

DEPOSITS

Your Company has not accepted any deposits from the public / members under Section 73of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules,2014 during the year.

DIRECTORS

Changes in Directors

Messrs Anil Baijal,Homi Phiroze Ranina, Krishan LalThapar and Ms Sudha Pillai were appointed by the Members with effect from 10 September 2014 as Independent Directors ofthe Company under Section 149 ofthe Companies Act, 2013.

Mr Chandrasekhar Subrahmoneyan stepped down as a Non-Executive Director of your Company with effect from 28th January, 2015. Your Directors would like to record their appreciation ofthe services rendered by him.

Mr Arun Pathak was appointed as an Additional Non- Executive Director of your Company on 28thjanuary, 2015. By virtue of the provisions of Article 130 of the Articles of Association of your Company and Section 161 of the Companies Act, 2013, Mr Pathak will vacate office at the ensuing Annual General Meeting and being eligible, offers himself for appointment. Your Board recommends his appointment.

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 the Company, Mr Nakul Anand will retire by rotation at the ensuing Annual General Meeting (''AGM'') of your Company and being eligible, offers himself for re-appointment. Your Board recommends his re-appointment.

Number of Board Meetings

During the year ended 31st March,2015,four meetings of the Board were held.

Attributes, Qualifications & Independence of Directors and their Appointment

The Nominations & Remuneration Committee of the Board approved the criteria for determining qualifications, positive attributes and independence of Directors in terms of the Act and the Rules thereunder, both in respect of Independent Directors and other Directors as applicable.The criteria inter alia requires that Directors shall possess appropriate skills, experience and knowledge in one or more fields of finance, law, management, sales, marketing, administration, research, corporate governance, technical operations or other disciplines related to the Company''s business.

The Board Diversity Policy of the Company requires the Board to have a balance of skills, experience and diversity of perspectives appropriate to the Company. The Articles of Association of the Company provide that the strength of the Board shall not be fewerthan three normore than twelve.

Directors are appointed / re-appointed with the approval of the members. All Directors, other than Independent Directors, are liable to retire by rotation, unless otherwise approved by the members or provided under any statute. 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 confirmed that they meet the criteria of independence as prescribed under Section 149(6) of the Act and the Listing Agreement with Stock Exchanges.

The Company''s Policy relating to remuneration of Directors, Key Managerial Personnel and other employees is provided under the section ''Report on Corporate Governance'' in the Report and Accounts.

Board Evaluation

The Nominations & Remuneration Committee has approved the Policy on Board evaluation, evaluation of Board

Committees'' functioning and individual Director evaluation. Board performance is assessed against the role and responsibilities of the Board as provided in the Act and the Listing Agreement read with the Company''s Corporate Governance Policy.The parameters for Board performance evaluation have been derived from the Board''s core role of trusteeship to protect and enhance shareholder value as well as fulfil expectations of other stakeholders through strategic supervision of the Company. Evaluation of functioning of Board Committees is based on discussions amongst Committee members and shared by each Committee Chairman 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, thus assisting the Board in realising its role of strategic supervision of the functioning of the Company in pursuit of its purpose and goals.

While the Board evaluated its performance against the parameters laid down by the Nominations & Remuneration Committee, the evaluation of individual Directors was carried out anonymously in order to ensure objectivity.The Board was briefed on functioning of Board Committees by the respective Committee Chairman.

Key Managerial Personnel

During the year there was no change in the Key Managerial Personnel of your Company.

AUDIT COMMITTEE & AUDITORS

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

StatutoryAuditors

The Auditors, Messrs S R Batliboi & Associates LLP, Chartered Accountants (SRB), were appointed with your approval at the Thirty Third AGM to hold such office for a period of three years.The Board, in terms of Section 139 of the Act, on the recommendation of the Audit Committee has recommended for the ratification of the Members the appointment of SRB, from the conclusion of the ensuing AGM till the conclusion of theThirty FifthAGM.The Board, in terms of Section 142 of the Act, on the recommendation of the Audit Committee has also recommended for the approval ofthe Members the remuneration ofSRB, forthe financial year 2015-16. Appropriate resolution in respect of the above is appearing in the Notice convening theThirty FourthAGM ofthe Company.

Secretarial Auditors

Your Board, during the year, appointed Messrs Chandrasekaran Associates, Company Secretaries, to conduct secretarial audit of the Company for the financial year ended 31st March, 2015. The Report of Messrs Chandrasekaran Associates, Company Secretaries, in terms of Section 204 of the Act, is provided in the Annexure forming part of this Report.

RELATED PARTY TRANSACTIONS

All contracts or arrangements with related parties entered into or modified during the financial year were on an arm''s length basis and in the ordinary course of business. All such contracts or arrangements have been approved by the Audit Committee. No material contracts or arrangements with related parties were entered into during the year under review. Accordingly, no transactions are being reported in Form No. AOC-2 in terms of Section 134 of the Act read with Rule 8 of the Companies (Accounts) Rules,2014.

"four Company''s Policy on Related PartyTransactions,as adopted by your Board, can be accessed on the Company''s website at https://www.travelhouseindia.com/policies/Related_Party.pdf

DIRECTORS'' RESPONSIBILITY STATEMENT

As required under Section 134(5) ofthe CompaniesAct,20l3, 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 judgements 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 Companies Act, 2013 for safeguarding the assets of your Company and for preventing and detecting fraud and other irregularities;

d) prepared the Annual Accounts on agoing concern basis;

e) laid down internal financial controls to be followed by your Company and that such internal financial controls are adequate and were 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 Clause 49 ofthe Listing Agreement Corporate Governance

The certificate of the Auditors, Messrs S R Batliboi & Associates LLP, Chartered Accountants, confirming compliance of conditions of Corporate Governance as stipulated under Clause 49 ofthe Listing Agreement with the Stock Exchanges in India,is annexed.

Going Concern Status

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

Extract of Annual Return

The information required under Section 134 of the Act read with Rule 12 of the Companies (Management and Administration) Rules,2014,is annexed.

Particulars of Loans, Guarantees or Investments

During the year ended 31st March, 2015 the Company has neither given any loan or guarantee nor has it made any investment under the provisions of Section 186 of the Companies Act, 2013.

Particulars relating to Conservation of Energy and TechnologyAbsorption

Particulars as required under Section 134 ofthe Companies Act, 2013 relating to Conservation of Energy and Technology Absorption are provided below:

Conservation of Energy:

Steps taken on conservation of energy and impact thereof: NIL

Steps taken by the Company for utilizing alternate sources of energy: NIL

Capital investment on energy conservation equipment:NIL. TechnologyAbsorption:

I) Efforts, in brief, made towards technology absorption and benefits derived as a result ofthe above efforts, e.g. product improvement, cost reduction, product development, import substitution, etc:

ITH Smart has been commissioned and rolled-outacross all business locations to ensure sale of multiple products on a single platform with seamless integration into the financial records of your Company.

Benefits:

Improved client servicing flexibility, significant improvement in client response time, and higher level of productivity.

II) In case of imported technology (imported during the last 3 years reckoned from the beginning of the financial year), following information may be furnished:

A) Details of technology imported - NIL

B) Year of import -NIL

C) Whetherthe technology been fully absorbed - NIL

D) If not fully absorbed, areas where absorption has not taken place,and the reasons therefore - NIL

III) Expenditure incurred on research and development- NIL Employees

The total number of employees as on 31 st March,2015 stood at 714.

There were no employees who were employed throughout the year and were in receipt of remuneration aggregatingRs. 60 lakhs or more or were employed for part of the year and were in receipt of remuneration aggregating Rs. 5 lakhs per month or more during the financial year ended 31st March, 2015. The information required under Section 197(12) of the Companies Act,2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided in the Annexure forming part of this Report.

FUTURE PROSPECTS

The commencement of issuance of visas after electronic clearance by the Indian government has gone a very long way in easing the problems associated with obtaining an Indian visa and already a large number of travellers are availing of this facility. As awareness of this facility spreads and as more countries get covered under its ambit, this scheme is expected to encourage inbound tourists to a great extent.The response so far is already most encouraging.

While a short term spurt in growth is unlikely since it takes time for reforms to translate into capital investment and increased employment and production, the government''s ''Make in India'' programme is certainly sending out positive signals and before long is expected to encourage inbound travel by international corporates looking at the possibility of setting up Joint Ventures in India. As the Indian economy accelerates, the market for travel and hospitality services is expected to grow robustly offering good growth prospects for your Company.Your Company is distinctly poised to take advantage of emerging trends as soon as economic indices start improving.

On behalf of the Board

Jehangir J Ghadiali Arun Pathak Managing Director Director

Place: New Delhi Dated: 22nd July, 2015

Mar 31, 2013

The Directors submit their Report for the financial year ended 31st March, 2013.

Financial Performance

Your Company recorded an operating income of Rs. 164.33 crores registering a 1% negative growth over last year. Pre and post tax profits decreased by over 6% to Rs. 25.91 crores and Rs. 17.92 crores respectively. Your Company earned Rs. 13.23 crores in foreign exchange and utilised foreign exchange of Rs. 0.38 crores. Details of foreign exchange earnings and outgo are provided in Note 20 to the Financial Statements.

Despite negative growth, your Directors are pleased to recommend a dividend of Rs. 4.25 per Equity Share of Rs. 10/- each for the year ended 31st March, 2013, thereby maintaining last year''s dividend and involving a cash outflow of Rs. 3.98 crores, including Dividend Distribution Tax of Rs. 0.58 crores. Your Board further recommends a transfer to the General Reserve of Rs. 1.79 crores. Consequently, your Board recommends leaving an unappropriated balance in the Statement of Profit & Loss of Rs. 84.35 crores (previous year Rs. 72.20 crores).

Business Environment

Domestic air travel grew an encouraging 18.7% in 2010 and 8% in 2011 but during the calendar year 2012 air traffic declined sharply by nearly 4% year on year.

Pressure on profitability, increasing input costs, regulatory uncertainty, a sluggish Indian economy and a difficult global environment continued to put pressure on India''s airlines. Despite a shortage of seat capacity and soaring fares, most airlines continued to be in poor fiscal health.

India''s GDP growth fell to 5%, the lowest in a decade. The slowdown in the pace of growth is largely attributable to weakness in Industry which grew by only 3.1% during the year and a 6.6% deceleration in the pace of growth in the Services sector Â the key driver of economic growth over the past few years. The uncertain global economy has eventually had an effect on the Indian corporate sector, reflected by a slowdown in the rate of growth and a consequent exercise of prudence and caution concerning expenditure. The Index of Industrial Production (IIP) has been showing a decline in most months of the financial year under consideration. Hyper inflation continues to be a major cause for concern.

Globally too, the overall economic picture continued to be gloomy and unpredictable.

Business Operations

Despite the challenging economic conditions and de- growth in domestic travel your Company maintained its aggressive stance in the marketplace to garner its rightful share of the shrinking pie.

Your Company''s consolidated billing grew by Rs. 100.20 crores, an increase of 14.28% over the previous year. Individual business verticals which contributed to the billing were corporate travel, meetings incentives conventions exhibitions (MICE) and outbound holidays. Transport services suffered a negative growth of 4% over the previous year mainly due to a fall in car rental billings.

Significant inflationary pressure on the cost of fuel and other inputs resulted in operating expenses going up by 8.84% over the previous year. When coupled with diminishing margins, this led to erosion in the profitability of various segments of your Company''s business.

Considering the nature of business of your Company, no comment is required on conservation of energy and technology absorption.

Your Company continues to pursue and invest in its strategy of creating a best-in-class technology platform to deliver a differentiating experience to the customer while ensuring uniformity of work processes at its multiple locations.

Phase I of your Company''s project for creating a sophisticated IT based integrated platform progressed well during the year and a few modules are up and running while others are at an advanced stage of development. This platform, once fully implemented, shall radically transform the manner in which your Company conducts its business.

Awards & Recognition

Your Company received Performance Excellence awards from Singapore Airlines, British Air, Lufthansa German Airlines and Air Mauritius.

Human Resource Development

Recognising the fact that in today''s world dedicated and skilled manpower is a scarce commodity, your Company''s commitment to nurturing and retaining talent continues unabated. The total number of employees as on 31st March, 2013 stood at 747.

The satisfactory results shown by your Company in these trying times are because of the sincere and concerted efforts of all your Company''s employees and your Directors place on record their sincere appreciation of these efforts during the year under review.

Directors

The Board of Directors at its meeting held on 6th February, 2013, reappointed, subject to the approval of the Members, Mr Jehangir J Ghadiali as the Managing Director of the Company for a period of two years effective 17th February, 2013. The resolution seeking your approval to such appointment appears in the Notice convening the 32nd Annual General Meeting of the Company.

In accordance with the provisions of Article 143 and 144 of the Articles of Association of the Company, Mr Krishan Lal Thapar, Mr Om Prakash Vaish and Mr Homi Phiroze Ranina will retire by rotation at the ensuing Annual General Meeting of your Company and being eligible, offer themselves for re-appointment. The Board has recommended their re-appointment.

Particulars of Employees

None of the employees fall under the purview of the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975.

Auditors

The Company''s Auditors, Messrs S R Batliboi & Associates LLP, Chartered Accountants (earlier known as Messrs S R Batliboi & Associates), retire at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment.

Other Information

The certificate of the Auditors, Messrs S R Batliboi & Associates LLP confirming compliance of conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges in India is annexed.

The Audit Committee of the Company reviewed the Financial Statements for the year under review at its meeting held on 25th April, 2013 and recommended them for the approval of the Board of Directors.

Directors'' Responsibility Statement

As required under Section 217 (2AA) of the Companies Act, 1956, your Directors confirm having:

(i) followed in the preparation of the Annual Accounts the applicable accounting standards with proper explanation relating to material departures if any;

(ii) selected such accounting policies and applied them consistently and made judgements 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 the Company for that period;

(iii) taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of your Company and for preventing and detecting fraud and other irregularities; and

(iv) prepared the Annual Accounts on a going concern basis.

Future Prospects

The Indian economy has slowed down and is not expected to show a GDP growth of more than 5% during 2013-14. At the same time, inflation will probably continue to be a matter of concern.

Meanwhile, the economic problems in the Eurozone are far from over. The shadow of this uncertainty is unlikely to recede during the coming financial year.

Domestic air fares are likely to be higher by about 5- 10% and could result in a further slowdown in air travel.

Outbound traffic from India continues to show a healthy growth with some 15.5 million Indians travelling abroad during the past year. According to the World Tourism Organisation, India''s annual outbound traffic should touch 50 million persons by 2020 and account for an annual spend of approximately US$ 28 billion by then. Naturally, a fair share of this would be on account of corporate travel and incentive tours, where your Company is well represented.

From a long term perspective, on one hand, the Indian economy continues to have a great potential for growth and on the other, the travel and tourism industry has been recognised as having the fastest growth rate in the world. Your Company is distinctly poised to take advantage of emerging trends as soon as economic indices start improving. Many Indian states have commenced efforts to improve their tourism infrastructure and this is likely to have beneficial effects before long.

During 2013-14 your Company shall roll out Phase I of the IT based technology platform (ITH SMART) across all its operational branches. Phase II of the programme, which comprises of the self-booking tool would be available for your Company''s customers towards the end of the year. Based upon this, an integrated platform for distributing your Company''s services to retail and individual customers would be developed. This would ensure that your Company continues to occupy its rightful place as a major player in the Industry and is able to exploit future growth opportunities.

On behalf of the Board

Jehangir Jal Ghadiali

Chandrasekhar Subrahmoneyan Managing Director Director

Place : New Delhi

Dated : 25th April, 2013

Mar 31, 2012

The Directors submit their Report for the financial year ended 31st March, 2012.

Financial Performance

Your Company recorded an income of Rs. 163.09 crores registering an 11.65% growth over last year. Pre-tax profits increased by 9.50% to Rs.27.76 crores while Post- tax profits at Rs. 19.06 crores registered a growth of 14.06%. Your Company earned Rs.10.51 crores in foreign exchange and utilised foreign exchange of Rs.0.38 crores. Details of foreign exchange earnings and outgo are provided in Notes 25 and 26 to the Financial Statements. Considering the nature of business of your Company, no comment is required on conservation of energy and technology absorption.

Your Directors are pleased to recommend a dividend of Rs.4.25p per Equity Share of Rs.10/- each for the year ended 31st March, 2012, involving a cash outflow of Rs.3.95 crores including Dividend Distribution Tax of Rs.0.55 crores. Your Board further recommends a transfer to the General Reserve of Rs.1.90 crores (previous year Rs.1.67 crores). Consequently, your Board recommends leaving an unappropriated balance in the Statement of Profit and Loss of Rs.72.20 crores (previous year Rs.59 crores).

Business Operations

Forecasts of India's GDP growing at 8% were belied and the country eventually achieved around 7.2%. The ambiguity in global oil markets has worsened inflation edginess in India, which imports three-quarters of its oil.

The global economy continued to be on a rocky footing and failed to stabilise. According to the IMF, economic recovery in the United States gained a little traction and dangers from Europe receded a bit, but risks remain elevated and the gains are very fragile.

Your Company continued to compete aggressively to acquire additional business while maintaining stringent fiscal discipline so as to improve margins.

Car Rental business showed good results during the year under review. The process of fleet modernisation continued. Further, GPS devices were installed in part of the fleet as a pilot measure and the process is underway to cover rest of the identified cars in the fleet. This step is expected to go a long way in ensuring higher safety for clients as also better operational control over the vehicles.

Domestic air travel has shown a 16.6% year on year growth during the calendar year 2011. This is somewhat lower than the growth of 18.7% in 2010 but is still fairly impressive by global standards. In the latter part of the year, Kingfisher Airlines woes resulted in a shrinking of the number of airline seats on offer and the resultant increase in air fares had a somewhat inhibiting effect on growth of traffic volumes. Despite these problems your Company demonstrated a healthy growth in earnings in this segment.

Economic uncertainty negatively affected the Meetings Incentives Conventions Exhibitions (MICE) segment during the year under review. However, your Company had been appointed as the Official Travel Partner and PCO in India by several important international conference organisers. Once the global economy stabilises, these linkages are expected to generate significant results.

The segment of outbound corporate incentives also developed satisfactorily with your Company sending more than 3300 persons on incentive trips to foreign countries during the year.

In line with your Company's vision for creating a sophisticated IT based integrated platform, Phase I of the project has been launched and implementation is progressing well. This platform, through consolidation of multiple points of sale across various locations and verticals, shall offer your Company's customers enhanced product and service delivery. Simultaneously, through greater management controls, more fiscal checks, and greater integration of functions, this platform when fully implemented, shall radically transform the manner in which your Company conducts its business.

Awards & Recognition

Your Company received Performance Excellence awards from Lufthansa German Airlines, Hahn Air, Austrian Airlines, Continental Airlines, United Airlines, Air Canada, Air Mauritius and Go Air.

Human Resource Development

Your Company continued to nurture and retain talent considering it a vital ingredient for success.

The impressive results shown by your Company are a direct result of the sincere and concerted efforts of all your Company's employees and your Directors place on record their sincere appreciation of these efforts during the year under review.

Directors

In accordance with the provisions of Article 143 of the Articles of Association of the Company, Mr Jehangir Jal Ghadiali, Mr Anil Baijal and Mr Chandrasekhar Subrahmoneyan will retire by rotation at the ensuing Annual General Meeting of your Company and being eligible, offer themselves for re-appointment.

Particulars of Employees

None of the employees fall under the purview of the provisions of Section 2I7(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975.

Auditors

The Auditors, Messrs S R Batliboi & Associates, retire at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment.

Other Information

The certificate of the Auditors, Messrs S R Batliboi & Associates confirming compliance of conditions of

Corporate Governance as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges in India, is annexed.

The Audit Committee of the Company reviewed the Financial Statements for the year under review at its meeting held on 27th April, 2012 and recommended them for the approval of the Board of Directors.

Clause (xxi) in the Annexure to the Auditors Report has been adequately explained in Note 31 to the Financial Statement which is self explanatory.

Directors Responsibility Statement

As required under Section 2I7 (2AA) of the Companies Act, 1956, your Directors confirm having:

(i) followed in the preparation of the Annual Accounts the applicable Accounting Standards along with proper explanations relating to material departures, if any;

(ii) selected such accounting policies and applied them consistently and made judgements 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 the Company for that period;

(iii) taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of your Company and for preventing and detecting fraud and other irregularities; and

(iv) prepared the Annual Accounts on a going concern basis.

Future Prospects

The Indian economy is expected to continue showing a GDP growth of about 7% during 2012-13. However, inflation is likely to continue as a source of worry.

Meanwhile, the economic problems in the Eurozone are far from over. The shadow of this uncertainty is unlikely to recede during the coming financial year.

Domestic air fares are likely to be higher by about 5% and could result in a marginal slowdown in the rate of growth to about 15% as against the 16.6% for 2011-12.

Outbound traffic from India also continues to show a healthy growth with over I4 million Indians travelling abroad during the past year. According to the World Tourism Organisation, India's annual outbound traffic should touch 50 million persons by 2020 and account for an annual spend of approximately US$ 28 billion by then. Naturally, a fair share of this would be on account of corporate travel and incentive tours.

During 2012-13 your Company shall be implementing Phase II of the programme for an IT based integrated platform, thus ensuring that through adoption of state- of-the-art travel technology your Company continues to occupy its rightful place as a major player in the Industry and is able to exploit future growth opportunities.

On behalf of the Board

Jehangir Jal Ghadiali Chandrasekhar Subrahmoneyan

Managing Director Director

Place : New Delhi

Dated: 27th April, 2012

Mar 31, 2011

FOR THE FINANCIAL YEAR ENDED 31st MARCH, 2011

The Directors submit their Report for the financial year ended 31st March, 2011.

Financial Performance

Your Company recorded an income of Rs.146.07 crores (previous year Rs.108.16 crores) registering a 35% growth over last year. Pre-tax profits increased by 49% to Rs.25.35 crores while Post-tax profits at Rs.16.71 crores registered a growth of 49%. Your Company earned Rs.9.35 crores in foreign exchange and utilised foreign exchange of Rs.0.04 crores. Details of foreign exchange earnings and outgo are provided in Schedule 18 to the Accounts. Considering the nature of business of your Company, no comment is required on conservation of energy and technology absorptions.

Your Directors are pleased to recommend a dividend of Rs.3.80 per Equity Share of Rs.10/- each for the year ended 31st March, 2011, involving a cash outflow of Rs.3.53 crores including Dividend Distribution Tax of Rs.0.49 crores. Your Board further recommends a transfer to the General Reserve of Rs.1.67 crores (previous year Rs.1.13 crores). Consequently, your Board recommends leaving an unappropriated balance in Profit & Loss Account of Rs.59 crores (previous year Rs.47.49 crores).

Business Operations

Despite a high rate of inflation, the economy showed a healthy GDP growth of 8.5%. This was encouraging in view of the slow recovery of global markets resulting in a weakened Dollar and Euro. Many of the source markets continue to face economic crises.

The aggressive competitive posture and stringent fiscal discipline adopted by your Company over the last two years paid off through the acquisition of significant new business as well as improved margins.

Our Car Rental business performed extremely well during the year under review. The process of fleet modernisation continued apace.

In the MICE segment last year's progressive trend was carried forward and this vertical of your Company showed encouraging growth in net income over the previous year. Your Company was appointed as the Official Travel Agent for nine conferences during the year. The segment of outbound corporate incentives also developed satisfactorily with your Company sending as many as 5,000 persons on incentive trips to foreign countries during the year under review.

Work on the project to develop an integrated IT platform for your Company's various verticals has proceeded satisfactorily as planned and will proceed to the next phase.

Awards & Recognition

Your Company received Performance Excellence awards from Lufthansa German Airlines, Hahn Air, Thai Airways International and Go Air.

Human Resource Development

Your Company continued to nurture and retain talent considering it a vital ingredient for success. The impressive results shown by your Company are a direct result of the sincere and concerted efforts of all your Company's employees and your Directors place on record their sincere appreciation of these efforts during the year under review.

Directors

In accordance with the provisions of Article 143 of the Articles of Association of the Company, Mr Nakul Anand, Mr Anil Rajput and Mr H P Ranina will retire by rotation at the ensuing Annual General Meeting of your Company and being eligible, offer themselves for re-appointment.

Particulars of Employees

None of the employees fall under the purview of the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975.

Auditors

The Auditors, Messrs S R Batliboi & Associates, retire at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment.

Other Information

The certificate of the Auditors, Messrs S R Batliboi & Associates confirming compliance of conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges in India, is annexed.

The Audit Committee of the Company reviewed the financial statements for the year under review at its meeting held on 2nd May, 2011 and recommended them for the approval of the Board of Directors.

Directors Responsibility Statement

As required under Section 217 (2AA) of the Companies Act, 1956, your Directors confirm having :

(i) followed in the preparation of the Annual Accounts the applicable Accounting Standards along with proper explanations relating to material departures, if any;

(ii) selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

(iii) taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

(iv) prepared the Annual Accounts on a going concern basis.

Future Prospects

The Indian economy is expected to continue showing a growth of about 8% during 2011-12.

Domestic air travel has shown an 18.7% growth during the calendar year 2010. In anticipation of this growing trend, various Indian carriers have recently ordered a total of 48 new aircraft. It has been estimated that by 2014, domestic airline passengers in India should grow to 69 million from the current level of about 50 million annually.

Outbound traffic from India also continues to show a healthy growth with over 12 million Indians travelling abroad during the year under review. This presents an area of opportunity to your Company.

The significant number of new corporate clients added during the year should start generating healthy turnover volumes during the coming months.

Your Company has recently become a member of the worldwide Global Star Travel Management network, which will enable it to extend its reach globally and not only render better service to outbound clients but also enable effective servicing of multinational / global clients as per global standards.

Global Star customers receive consistent service wherever they travel, because partners are bound by a common code of conduct, technology standards, global account management and service level agreements.

Your Company has been appointed as the Official Travel Partner and Professional Conference Organiser in India by several important international conference organisers.These linkages are expected to generate continuing business during the coming years and have already started producing encouraging results.

The recent unprecedented natural disaster in Japan has dented what was for India an important source of both leisure and corporate business. Further, the possible impact of the economic crises in Spain, Greece, Italy, Portugal, Ireland and Iceland on the rest of Europe and the Eurozone necessiates close watching.

During the year, considerable progress has been made in completing the groundwork for the proposed sophisticated IT based integrated platform. During 2011-12 your Company shall be putting these systems in place and begin making them operational. Once implemented, this platform should go a long way in making your Company contemporary, customer-focussed and competitive and radically transform the manner in which it conducts its business.

On behalf of the Board

Jehangir J Ghadiali S C Sekhar

Managing Director Director

Place : New Delhi

Dated : 2nd May, 2011

Mar 31, 2010

The Directors submit their Report for the financial year ended 31st March, 2010.

Financial Performance

Your Company recorded an income of Rs. 108.16 crores (previous year Rs. 103.96 crores) registering a 4% growth over last year. Pre-tax profits at Rs. 17 crores and post-tax profits at Rs. 11.29 crores registered a growth of 26% and 38% respectively over last year. Your Company earned Rs. 8.16 crores in foreign exchange and utilised foreign exchange of Rs. 0.12 crores. Details of foreign exchange earnings and outgo are provided in Schedule 19 to the Accounts.

Your Directors are pleased to recommend a dividend of Rs. 3.25p per Equity Share of Rs. 10/- each for the year ended 31st March, 2010, involving a cash outflow of Rs. 3.04 crores including Dividend Distribution Tax of Rs. 0.44 crores. Your Board further recommends a transfer to the General Reserve of Rs. 1.13 crores (previous year Rs. 0.82 crores). Consequently, your Board recommends leaving an unappropriated balance in Profit & Loss Account of Rs. 47.49 crores (previous year Rs. 40.36 crores).

Directors

The Board of Directors at its meeting held on 29th January, 2010, reappointed, subject to the approval of the Members, Mr Jehangir J Ghadiali as the Managing Director of the Company for a period of three years effective 17th February, 2010. The resolution seeking your approval to such appointment appears in the Notice convening the 29th Annual General Meeting of the Company.

In accordance with the provisions of Article 143 of the Articles of Association of the Company, Mr S C Sekhar, Mr K L Thapar and Mr O P Vaish will retire by rotation at the ensuing Annual General Meeting of your Company and being eligible, offer themselves for re-appointment.

Particulars of Employees

The Particulars of Employees as required to be disclosed in accordance with the provisions of Section 217(2A) of the Companies Act, 1956, and the Companies (Particulars of Employees) Rules, 1975, as amended, are annexed to the Report of the Directors. However, as per the provisions of Section 219(1)(b)(iv) of the Companies Act, 1956, the Report and the Accounts are being sent to all shareholders of the Company excluding the aforesaid information. Any shareholder interested in obtaining such particulars may write to the Company Secretary at the Registered Office of the Company. The Annexure is also available for inspection by Members at the Registered Office of the Company during business hours on working days up to the date of the ensuing Annual General Meeting.

Auditors

The Auditors, Messrs S R Batliboi & Associates, retire at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment.

Other Information

The certificate of the Auditors, Messrs S R Batliboi & Associates confirming compliance of conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges in India, is annexed.

The Audit Committee of the Company reviewed the financial statements for the year under review at its meeting held on 4th May, 2010 and recommended them for the approval of the Board of Directors.

Directors Responsibility Statement

As required under Section 217 (2AA) of the Companies Act, 1956, your Directors confirm having:

(i) followed in the preparation of the Annual Accounts the applicable Accounting Standards along with proper explanations relating to material departures, if any;

(ii) selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

(iii) taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

(iv) prepared the Annual Accounts on a going concern basis.

Future Prospects

The Indian economy having shown commendable resilience in the face of global recession has positive implications for your Company. A growing economic environment continues to provide healthy growth opportunities for corporate travel, conventions and incentive business, domestic car rentals and outbound travel.

The Commonwealth Games later in 2010 could also offer some opportunities, particularly for the car rental business.

Your Company has been appointed as the Official Travel Partner and PCO in India by several important international conference organisers. These linkages are expected to generate continuing business during the coming years.

In order to stay relevant in a changing and competitive environment, your Company is putting in place, over the next two years, sophisticated IT based systems. These systems when fully operational would integrate all verticals of your Companys businesses on a common platform and thereby give greater synergy, coordination and increase competitiveness, helping to achieve our corporate vision of evolving as the "Preferred Integrated Travel & Tourism Service Provider".

On behalf of the Board

Place : New Delhi Jehangir J Ghadiali S C Sekhar Dated : 4th May, 2010 Managing Director Director

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