Directors Report of Taj GVK Hotels & Resorts Ltd.

Mar 31, 2025

Your Directors have pleasure in presenting the 30th Annual Report of the Company together with the Standalone and
Consolidated Audited Accounts for the year ended March 31, 2025.

1) Financial Results

The performance of the Company for the financial year ended March 31, 2025 is summarized below:

Particulars	Standalone		Consolidated
	2024-25	2023-24	2024-25	2023-24
Total Revenue	461.32	410.89	461.32	410.89
Operating expenses	310.68	278.95	310.68	278.95
Depreciation	13.20	13.95	13.20	13.95
Finance cost	8.85	12.94	8.85	12.94
Profit Before Tax	128.59	105.05	128.59	105.05
Tax expense:
Current tax	32.31	30.70	32.31	30.70
Deferred tax	1.43	(0.05)	1.43	(0.05)
Profit After Tax	94.85	74.40	94.85	74.40
Total Comprehensive Income for the year	94.34	74.39	94.34	74.39
Share of profit / (loss) from joint venture	-	-	22.28	18.30
Profit brought forward from previous year	392.78	324.66	398.19	311.77
Profit available for appropriation	487.12	399.05	514.81	404.46
Less: Dividend paid	9.40	6.27	9.40	6.27
Profit carried forward to Balance Sheet	477.72	392.78	505.41	398.19
Earnings per share (Rs.)	15.05	11.87	18.60	14.78

2) Company''s Performance

On a standalone basis, the total revenue of the company for the year 2024-25 stood at Rs.461.32 crores as compared to
Rs.410.89 crores in the previous financial year. The positive business sentiment both in room sales and the food & beverage
segment continued into this financial year supported by patronage from Government departments and PSUs as also transient
customers.

Also, as per of the Company''s policy to renovate / refurbish hotels to achieve the best in class customer satisfaction, the
company during the year has undertaken renovation of guest rooms and public areas at Taj Deccan, Hyderabad during the year
under review, an amount of Rs.9.97 crores was spent during the year.

The overall occupancy was 82% as against 83% in the previous year. The company achieved RevPAR of Rs. 7871 as against
Rs. 7461 in the previous year. The ARR of the company is Rs. 9633 as against Rs. 9035 in previous year.

3) Depreciation And Finance Costs

Depreciation for the year was lower at Rs.13.20 crores as compared to Rs.13.95 crores for the previous year. Finance costs
for the year ended March 31, 2025 was Rs.8.85 crores, which is lower by Rs.4.09 crores than previous year, on account of
repayment of term loans and better working capital management. The Company repaid all existing term loans during the
financial year and became a debt free as at March 31, 2025.

4) Financial Results OfJoint Venture (Jv) Company

The performance of Green Woods Palaces and Resorts Private Limited, the JV Company for the financial year ended 31st March,
2025 is as below:

Particulars	2024-25	2023-24
Total Revenue	231.83	219.53
Operating expenses	136.92	121.78
Depreciation	17.72	23.21
Finance cost	11.91	21.47
Profit Before Tax	65.28	53.07
Exceptional Item	-	-
Profit Before Tax after exceptional items	65.28	53.07
Tax expense:
Current tax	21.25	10.38
Deferred tax	(1.58)	5.34
Profit After Tax	45.61	37.35
Total Comprehensive Income for the year	45.49	37.35
Earnings per share (Rs.)	6.06	4.98

The JV Company also reported the highest ever topline and Profit After Tax in the past 10 years and reported Reserves and
surplus of Rs.56.53 crores at the end of the year.

Consolidated Finance Results

On Consolidated basis, after considering the proportionate profit of the JV Company, the Company reported Profit After Tax
for the year 2024-25 was Rs.116.62 crores as compared to Rs.92.70 crores in the previous year.

5) Financial Statement

The audited Standalone and Consolidated Financial Statements of the Company, which form a part of this Annual Report,
have been prepared in accordance with the provisions of the Companies Act, 2013 ("Act"), Regulation 33 of the Securities and
Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations") and the
Indian Accounting Standards.

Consolidated financial statement of the Company which includes the company''s share in Green Woods Palaces and Resorts
Private Limited (the JV Company) is attached.

6) Subsidiary / Associate Companies / Joint Venture Companies

As of March 31, 2025, the Company has Joint Venture Company viz. Green Woods Palaces and Resorts Private Limited
(CIN: U91990TG2001PTC036666).

As per the provisions of Section 129 of the Companies Act, 2013 read with Rule 5 of Companies (Accounts) Rules, 2014 and the
Companies (Indian Accounting Standards) Rules, 2015 (as amended). A separate statement containing the salient features of
the financial statements of the Joint Venture in Form AOC-1 is enclosed as Annexure-1 to this Report.

7) Transfer Of Amount To Reserves

The Board of Directors have decided not to transfer any amount to the General Reserve for the year under review.

8) Share Capital

During the year under review, there was no change in share capital of the Company.

9) Dividend

Your Directors are pleased to recommend for approval of the Members, a Dividend of Rs.2/- per share (i.e. 100%), on a paid-up
equity share of Rs.2/- each for the financial year 2024-25. The total dividend, that will be paid out will aggregate to Rs.12.54
crores for the financial year 2024-25 (Previous year i.e. 2023-24 was Rs.9.40 crores at 75%).

In view of the changes made under the Income-tax Act, 1961, by the Finance Act, 2020, dividends paid or distributed by the
Company shall be taxable in the hands of the Members. The Company shall, accordingly, make the payment of the dividend
after deduction of tax at source.

The dividend is subject to approval of members at the ensuing AGM and shall be subject to deduction of income tax at source.
The dividend recommended is in accordance with the Company''s Dividend Distribution Policy.

10) Dividend Distribution Policy

Pursuant to the requirements of Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015 (''Listing Regulations''), the Dividend Distribution Policy of the Company is available
on the Company''s website at http://www.tajgvk.in/i7dividend-distribution-policy.pdf.

11) Borrowings / Indebtness

The Company has become debt free and the loan pertaining to Yelahanka Bengaluru project i.e. Rs.200 Crores is not drawn as
at March 31, 2025. During the financial year under review, the company repaid Rs.66.48 crores.

12) Credit Rating

During the vear under review, vour Company''s credit ratings are as below:

India Ratings

Term Loans - IND A/Positive and Fund based Working Capital limits - IND A1

13) Public Deposits

During the year under review, the Company has not accepted or renewed any amount falling within the purview of provisions
of Section 73 of the Companies Act 2013 ("the Act") read with the Companies (Acceptance of Deposit) Rules, 2014. Hence, the
requirement for furnishing of details relating to deposits covered under Chapter V of the Act or the details of deposits which
are not in compliance with the Chapter V of the Act is not applicable.

14) Particulars Of Loans, Guarantees And Investments Under Section 186 Of The Companies Act, 2013

The company has not given any Loans / Guarantees and not made any Investments during the FY 2024-25, as required under
the provisions of section 186 of the Companies Act, 2013 read with Companies (Meetings of Board and its Powers) Rules, 2014,
the disclosure in the prescribed format is annexed as Annexure-2.

15) Related Party Transactions

To comply with the provisions of Section 188 of the Act and Rules made thereunder read with Regulation 23 of SEBI (LODR)
Regulations, your Company took necessary prior approval of the Audit Committee before entering into related party
transactions. All contracts / arrangements / transactions entered into by the Company during the Financial Year 2024-25
with related parties, as defined under the Act and SEBI (LODR) Regulations were in the ordinary course of business and on
arm''s length basis.

During the year under review, your Company had not entered into any contract / arrangement / transaction with related
parties which could be considered material in accordance with the Policy of the Company for Related Party Transactions.

None of the transactions with any of the related parties were in conflict with the interest of the Company rather, these were
synchronized and synergized with the Company''s operations. Related Party disclosures as per Ind AS 24 have been provided in
Notes to accounts annexed to the financial statements.

Your Company has framed a Policy on Related Party Transactions in accordance with the Act and SEBI (LODR) Regulations.
The Policy intends to ensure that proper reporting, approval and disclosure processes are in place for all transactions between
the Company and related parties. The policy is uploaded on website of the Company at http://www.tajgvk.in7i/Policy-on-
Related-Party-Transactions.pdf.

Pursuant to Regulation 23(9) of SEBI (LODR) Regulations, related party transactions are reported to the Stock Exchanges on
a half yearly basis.

Since all transactions which were entered into during the Financial Year 2024-25 were on arm''s length basis and in the
ordinary course of business and there was no material related party transaction entered by the Company during the Financial
Year 2024-25 as per Policy on Related Party Transactions, hence no detail is required to be provided in Form AOC-2 prescribed
under Clause (h) of Subsection (3) of Section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014.

16) Bengaluru Hotel Project

The Company has been allotted around 7.5 acres land in Yelahanka, Bengaluru for the hotel project. You company received
the final building approval from KIADB during December 2021. With this approval, all requisite approvals viz Fire Approval,
Environmental Clearance, Pollution Control Board approval, Height Clearance from Airports Authority of India, Ministry of
Defense Clearance, HAL height clearance were received by the company. The construction of the Hotel stated in August 2022
and the Hotel consists of 256 rooms and the project cost estimate is around Rs.326 crores. The Company had also tied up the
financial assistance from Federal Bank of Rs.200 Crores to part finance the Hotel Project and received approval from KIADB
for mortgage of lease hold rights to Lender.

As on the date of this report the company completed the civil structure and block works at the site. The orders for the
Mechanical, Electrical and Plumbing (MEP) and related works as well as room interior works were also released during the

year and are in an advanced stage of execution. While designs for public areas like main lobby, AH day Dining and the Grand
Ball room, Restaurants, Meeting rooms, SPA, Gym, Swimming pool etc., designs were finalized and work orders issued to
contractors for execution. The Company has also received approval from BESCOM for supply for power and the work for laying
the 11 KV dedicated line that is sourced from a nearest sub-station has also commenced. The company also applied to BWSSB
for water connection.

17) Hotel Renovation / Refurbishments
TAJ KRISHNA

The Company took up routine maintenance works of Back of the House areas during the financial year.

TAJ DECCAN

The Company completed the renovation of All Day Dining Restaurant, Specialty Restaurant and BAR at the hotel in the
financial year and taken up renovation of 24 Guest rooms and completed the entire works in July 2025.

18) Meetings of The Board of Directors

During the year, Five Board Meetings were held on 23.05.2024, 02.08.2024, 04.11.2024, 03.02.2025 and 12.03.2025. For details
of the meetings of the Board and its Committees, please refer to the Corporate Governance Report forming part of this Report.
The intervening gap between the meetings was within the period prescribed under the Act, Secretarial Standards - 1 (SS-1)
issued by the Institute of Company Secretaries of India and Listing Regulations.

19) Directors

Resignation / Cessation of Office of Director:

Mrs. G Indira Krsihna Reddy (DIN:00005230) retired as Managing Director of the Company on 24.04.2025 and the Board of
Directors placed on the record its appreciation for the invaluable contribution rendered by Mrs. G. Indira Krishna Reddy as
Managing Director of the company for the past 25 years.

Mr. M B N Rao (DIN:00287260) Non-Executive Independent Director of the Company will be completing his second term of
5 years as Independent Director on 03.08.2025 and the Board of Directors placed on record its appreciation for the services
rendered by Mr. M B N Rao during his tenure as Director of the Company. He ceased to be Independent Director from the close
of business hours on 03.08.2025.

Mr. D R Kaarthikeyan (DIN:00327907) Non-Executive Independent Director of the Company will be completing his second
term of 5 years as Independent Director on 03.08.2025 and the Board of Directors placed on record its appreciation for the
services rendered by Mr. D R Kaarthikeyan during his tenure as Director of the Company. He ceased to be Independent Director
from the close of business hours on 03.08.2025.

Director retiring by rotation:

In accordance with the provisions of Companies Act, 2013 and in terms of the Articles of Association of the Company, Dr. GVK
Reddy (DIN:00005212) and Mr. Anoop Vrajlal Mehta (DIN:00107044), Non-Executive & Non-Independent Directors are liable
to retire by rotation at the ensuing AGM and being eligible, offered themselves for re-appointment. The Board of Directors, on
the recommendation of Nomination and Remuneration Committee, recommended their re-appointment at the ensuing AGM.

Appointment:

Mrs. G Indira Krishna Reddy (DIN:00005230) was appointed as Additional Director of the company at the Board meeting
held on 12.03.2025 and designated her as Vice Chairperson. The company took the approval of the shareholders by passing
a special resolution through postal ballot for appointing her as Director liable to retire by rotation. The shareholders of the
company have approved the appointment of Mrs. G Indira Krishna Reddy (DIN:00005230) as Non-Executive Director under
the Promoter Category and designated as Vice Chairperson of the Company with effect from 25.04.2025, through postal ballot
approval dated 24.04.2025.

Mrs. Dinaz Noria (DIN:00892342), Non-Executive Independent Director of the Company completed her first term of 5 years
on 24.06.2025. The company proposes to re-appoint her for another term of 5 years and based on the recommendation of
the Nomination and Remuneration Committee and Board of Directors appointed and recommends, her re-appointment as
Independent Director of the company from 01.08.2025 to 31.07.2030, by passing a Special Resolution at ensuing AGM.

Mrs. Shalini Bhupal (DIN: 00005431), was appointed as Managing Director of the company for a period of 5 years w.e.f.
24.04.2025 on the recommendation of Nomination and Remuneration Committee, subject to the approval of the shareholders
at the ensuing AGM.

Mr. Krishna Ram Bhupal (DIN: 00005442), was appointed as Joint Managing Director of the company for a period of 5 years
w.e.f. 24.04.2025 on the recommendation of Nomination and Remuneration Committee, subject to the approval of the
shareholders at the ensuing AGM.

The Company also received i) consent in writing from all the above Directors to act as a Directors in Form DIR-2 pursuant
to Rule 8 of the Companies (Appointment & Qualification of Directors) Rules, 2014; ii) intimation in Form DIR-8 pursuant to
terms of the Companies (Appointment & Qualification of Directors) Rules, 2014, to the effect that they are not disqualified as
per Section 164(2) of the Companies Act, 2013; and iii) a declaration to the effect that he meets the criteria of independence as
provided under Section 149 of the Companies Act, 2013.

Sitting fee / Commission to Non-Executive Directors:

During the year under review, the Non-Executive Directors of the Company had no pecuniary relationship or transactions with
the Company, other than sitting fees and reimbursement of expenses, if any incurred by them for the purpose of attending
meetings of the Board / Committee of the Company. During the Financial Year 2024-25 the company after taking the approval
from the shareholders paid remuneration to all Independent Directors for financial year 2023-24. The Company is proposing
to pay remuneration by way of commission for the financial year 2024-25 to all the Independent Directors subject to the
approval of members at the ensuing Annual General Meeting.

20) Key Managerial Personnel (KMP)

Pursuant to provisions of section 203 of the Act read with the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, the Key Managerial Personnel of the Company as on March 31, 2025 are as follows :

Mrs. Shalini Bhupal, Managing Director & CEO
Mr. Krishna Ram Bhupal, Joint Managing Director
Mr. J Srinivasa Murthy, CFO & Company Secretary

21) Performance Evaluation Criteria for Directors

Pursuant to the provisions of the Companies Act, 2013 read with Regulation 17(10) of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the Board of Director has carried out Performance Evaluation of Directors individually
including the Independent Directors, Board as a whole and as well as the evaluation of the working of its Committees
namely Audit Committee, Nomination & Remuneration Committee, Stakeholder Relationship Committee, Risk Management
Committee and Corporate Social Responsibility Committee.

Further, to comply with Regulation 25(4) of SEBI (LODR) Regulations, in a separate meeting of Independent Directors, held
on 11.03.2025, performance of Non-Independent directors, performance of the Board as a whole and performance of the
Chairman was evaluated. The same was discussed in the Board meeting at which the performance of the Board, its committees
and individual directors was also discussed. Performance evaluation of Independent Directors was done by the entire Board,
excluding the Independent Director being evaluated.

The Chairman of the Board and the Nomination and Remuneration Committee reviewed the performance of the individual
directors on the basis of the criteria approved by the Board. The Directors noted that the results of the performance evaluation of
the Board and its Committees. Chairperson and individual directors indicated a high degree of satisfaction among the Directors.

22) Meeting of Independent Directors

A separate meeting of Independent Directors as required under the Schedule IV of the Companies Act, 2013 was held on
11.03.2025, without presence of Executive Directors. Such meeting was conducted to review and evaluate (a) the performance
of Non-Independent Directors and the Board as a whole, (b) the performance of the Chairperson of the company, taking into
account the views of Executive Directors and Non-Executive Directors and (c) assess the quality, quantity and timeliness
of flow of information between the company management and the Board that is necessary for the Board to effectively and
reasonably perform their duties. The Independent Directors expressed their satisfaction with the performance of Non¬
Independent Directors and the Board as a whole and the Chairman of the Independent Directors meeting briefed the outcome
of the meeting to the Chairman of the Board. The Independent Directors expressed satisfaction with the overall performance
of the Directors and the Board as a whole.

23) Independent Directors Declaration

The Company has received declarations from all Independent Directors that they meet the criteria of independence as laid
down under Section 149(6) of the Companies Act, 2013 (the Act) and the Listing Regulations.

Pursuant to the provisions of Section 149 of the Act, the Independent Directors have submitted declarations that each of them
meet the criteria of Independence as provided in Section 149(6) of the Act along with Rules framed thereunder and Regulation
16(1)(b) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015
(''SEBI Listing Regulations''). In terms of Regulation 25(8) of SEBI Listing Regulations they have confirmed that they are not
aware of any circumstances or situation, which exist or may be reasonably anticipated, that could impair or impact their
ability to discharge their duties with an objective independent judgement and without any external influence. The Board of
Directors of the Company has taken on record the declaration and confirmation submitted by the Independent Directors after
undertaking due assessment of the veracity of the same. There has been no change in the circumstances affecting their status
as Independent Directors of the Company.

The Independent Directors of the Company have confirmed that they have registered names in the data bank of Independent
Directors maintained with the Indian Institute of Corporate affairs in terms of Section 150 of the Act read with Rule 6 of the
Companies (Appointment & Qualification of Directors) Rules, 2014.

24) Policy on Directors Appointment and Remuneration and other details

The Company policy on Director Appointment and Remuneration and other matters provided in the section 178(3) of the
Companies Act, 2013 has been disclosed in Corporate Governance Report, which is part of the report and is also available on
http://www.tajgvk.in/i/nomination-and-remuneration-policy.pdf.

25) Board and Committees of the Board

As on the date of approval of Directors'' Report, following are the Committees of Board of Directors of the Company constituted
under Companies Act, 2013 and applicable of SEBI (LODR) Regulations.

a. Audit Committee

b. Nomination and Remuneration Committee

c. Corporate Social Responsibility

d. Risk Management Committee

e. Stakeholders'' Relationship Committee

During the year under review, all recommendations of the Committees were approved by the Board. The number of meetings of
the Board and various Committees of the Board including composition are set out in the Corporate Governance Report which
forms part of this report. The intervening gap between the meetings was within the period prescribed under the provisions of
Section 173 of the Act and SEBI (LODR) Regulations.

26) Remuneration Policy

To comply with the provisions of Section 178 of the Act and Rules made thereunder and Regulation 19 of SEBI (LODR)
Regulations, the Company''s Remuneration Policy for Directors, Key Managerial Personnel (KMP), Senior Management and
other Employees of the Company is uploaded on website of the Company at www.tajgvk.in under corporate policies. The Policy
includes, interalia, the criteria for appointment and remuneration of Directors, KMPs, Senior Management Personnel and
other employees of the Company.

27) Risk Management Committee

Your Company has implemented a mechanism for risk management and formulated a Risk Management Policy. The policy
provides for the creation of a risk register, identification of risks and formulating mitigation plans. Your Company has also
constituted a Risk Management Committee, details of which are disclosed in the Corporate Governance Report. As per the
governance process described in the Policy, the Risk Management Committee reviews the risk identification, risk assessment
and minimisation procedures on quarterly basis and updates the Audit Committee and the Board periodically.

The key risks impacting the Company are discussed in the Management Discussion and Analysis section forming part of this
Report.

28) Corporate Social Responsibility (CSR)

The Board has constituted a Corporate Social Responsibility (''CSR'') Committee to monitor the implementation of CSR activities
of your Company and also has in place a Corporate Social Responsibility Policy, which is available on the Company''s website at
http://www.tajgvk.in/i/CSR-Policy-2014-15.pdf.

The details of composition of the CSR Committee, CSR policy, CSR Initiatives, and activities undertaken during the year are
given in the Annual Report on CSR activities in Annexure-3 to this report.

29) Statutory Auditors

M/s.M. Bhaskara Rao & Co., Chartered Accountants (Firm Registration No.000459S) were re-appointed as Statutory Auditors
of the Company for a second term of Five (5) years, to hold office from the conclusion of the 27th AGM held in the year 2022,
until the conclusion of the 32nd AGM to be held in the year 2027.

Auditors Report

The Statutory Auditors have issued unmodified opinion in their Consolidated and Standalone Auditor''s Report for the financial
year ended March 31, 2025 and there are no qualifications, reservations or adverse remarks in the Auditor''s Report.

30) Internal Control Systems and their Adequacy

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The scope
and authority of the Internal Auditor is well defined in the company. To maintain its objectivity and independence, the Internal
Auditor reports to the Chairman of the Audit Committee of the Board.

The Internal Auditor monitors and evaluates the efficacy and adequacy of internal control systems in the Company, its
compliance with operating systems, accounting procedures and policies at all locations of the Company. Based on the report
of Internal Auditor, process owners undertake corrective action in their respective areas and thereby strengthen the controls.
Significant audit observations and corrective actions suggested are presented to the Audit Committee of the Board.

31) Internal Auditors

The Board of Directors of the Company have appointed M/s. Ernst & Young LLP and M/s. Brahmayya & Co., Chartered
Accountants, as Internal Auditors for the Financial year 2024-25, and the Internal Auditors have presented the observations
to the Audit Committee at their meeting held on 13.05.2025.

32) Report on the Internal Financial Controls

Internal Financial Controls are an integrated part of the risk management process, addressing financial and financial reporting
risks. The internal financial controls have been documented, digitised and embedded in the business processes. Assurance on
the effectiveness of internal financial controls is obtained through management reviews, control self-assessment, continuous
monitoring by functional experts as well as testing of the internal financial control systems by the internal auditors during
the course of their audits. We believe that these systems provide reasonable assurance that our internal financial controls are
designed effectively and are operating as intended. The statutory auditors of the company have tested the financial controls
and they have not found any adverse/ non-compliance of the control mechanisms.

33) Secretarial Audit

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, your Directors have appointed M/s.Vidya Rani & Associates, Practicing Company Secretaries,
(Certificate of Practice No.15135), Hyderabad to undertake the Secretarial Audit of your Company for the financial year ended
31st March, 2025. The Secretarial Audit Report (Form MR-3) for the financial year ended 31st March, 2025, as required under
Section 204 of the Act and Regulation 24A of the SEBI Listing Regulations, is appended as Annexure-4 to this Report. The
Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

Annual Secretarial Compliance Report:

The Company has undertaken an audit for the Financial Year ended 31st March, 2025 for all applicable compliances as per
Listing Regulations and Circulars / Guidelines issued thereunder. The Annual Secretarial Compliance Report duly signed by
M/s. Vidya Rani & Associates, Practicing Company Secretaries, has been submitted to the Stock Exchanges and is appended
as Annexure - 5 to this Report.

In accordance with the SEBI (Listing Obligations and Disclosure Requirements) (Third Amendment) Regulations, 2024 dated
December 12, 2024, the Secretarial Auditors shall now be appointed by the Members of the Company, on the recommendation
of the Board of Directors, for a period of five (5) consecutive years.

Based on the recommendation of the Audit Committee, the Board, at its Meeting held on 1st August, 2025, subject to the
approval of the Members of the Company, approved appointment of M/s.Vidya Rani & Associates, Practicing Company
Secretaries, (Certificate of Practice No.15135), Hyderabad as the Secretarial Auditors of the Company, for a term of five (5)
consecutive years, to hold office from Financial Year 2025-2026 upto Financial Year 2029-2030, on such remuneration, as
recommended by the Audit Committee and as may be mutually agreed between the Board of Directors of the Company and
the Secretarial Auditors from time to time.

Accordingly, consent of the Members is sought for approval of the aforesaid appointment of Secretarial Auditors, through the
resolution forming part of the Notice of the AGM.

34) Compliance with Secretarial Standards

Your Company has complied with all applicable Secretarial Standards issued by the Institute of Company Secretaries of India
and adopted under the Act.

35) Reporting of Fraud by Auditors

During the year under review, the Statutory Auditors and Secretarial Auditors have not reported any instances of frauds
committed in the Company by its Officers or Employees to the Audit Committee under section 143(12) of the Act.

36) Extracts of Annual Return

As required by Section 92(3) of the Act read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014,
for the Financial Year 2024-25 in the prescribed Form MGT-9, is available on the Company''s website at http://www.tajgvk.
in/i/Annual-Return-MGT-9-2024-25.pdf.

37) Insurance

All properties and insurable interests of the Company including building, plant and machinery and stocks have been fully
insured.

38) Material Changes and Commitments affecting the Financial Position of the Company

There have been no material changes and commitments, since the closure of the Financial Year ended March 31, 2025 up to the
date of this Report, that would affect your Company''s financial position.

There has been no change in the nature of your Company''s business.

39) The details of significant and material orders passed by the Regulators or Courts or Tribunals impacting
the going concern status

No significant or material orders have been passed by the Regulators, Courts or Tribunals that impact the going concern status
and future operations ofyour Company.

40) Directors'' Responsibility Statement

The financial statements are prepared in accordance with Indian Accounting Standards (Ind AS), the provisions of the Act (to
the extent notified) and guidelines issued by SEBI. Pursuant to the requirement under Section 134(5) of the Companies Act,
2013, with respect to the Directors'' Responsibility Statement, the Board of Directors of the Company hereby confirms:

a. In the preparation of the annual accounts, the applicable accounting standards (Ind AS) had been followed and that no
material departures have been made from the same.

b. They have selected such accounting policies and applied them consistently and made judgments and estimates that are
reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial
year i.e. March 31, 2025 and of the profit of the Company for that period.

c. They have 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 the Company and for preventing and detecting fraud
and other irregularities.

d. that the Directors have prepared the Annual Accounts for the Financial Year ended March 31, 2025 on a going concern basis.

e. They have laid down internal financial controls for the company and such internal financial controls are adequate and were
operating efficiently, and

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

41) INFORMATION TO BE FURNISHED UNDER RULE 5(1) OF COMPANIES (APPOINTMENT AND REMUNERATION
OF MANAGERIAL PERSONNEL) RULES, 2014

Disclosure of information under Rule 5(1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014 in the Director''s Report is Annexed to this Report.

42) Particulars of Employees

The information required under section 197 (12) ofthe Act read with Rule 5 (1) ofthe Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014, is appended as Annexure to this report.

The statement containing names of top ten employees in terms of remuneration drawn and the particulars of employees as
required under Section 197(12) of the Act read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, is provided in a separate Annexure forming part of this report. Further, the report and the
accounts are being sent to the Members excluding the aforesaid Annexure. None of the employees listed in the said Annexure
is related to any Director / KMP of the Company. In terms of Section 136 of the Act, the said annexure is open for inspection
and any Member interested in obtaining a copy of the same may write to the Company

43) Vigil Mechanism

Your Company''s Vigil Mechanism provides a formal mechanism to the Directors and Employees to report their concerns
about unethical behavior, actual or suspected fraud or violation of the Company''s Code of Conduct or ethics policy. The policy
provides for adequate safeguards against victimization of Directors and Employees who avail of the mechanism and also have
provided them direct access to the Chairman of the Audit Committee. It is affirmed that no personnel of the Company has
been denied access to the Audit Committee. The said policy is available on the Company''s website at http://www.tajgvk.in/i/
Vigil-Mechanism-Policy.pdf under corporate policies.

44) Disclosure Requirements:

As per SEBI Listing Regulations, the Corporate Governance Report along with the Auditors'' Certificate thereon, and the
Management Discussion and Analysis are attached, which forms part of this report. As per Regulation 34 of the SEBI Listing
Regulations, a Business Responsibility and Sustainability Report is attached and is a part of this Annual Report. Your Company
has formulated and adopted a Dividend Distribution Policy as envisaged under Regulation 43A of the SEBI (Listing Obligations
and Disclosures) Regulations, 2015 as part of its corporate governance practices. The policy is available on the Company''s
website at http://www.tajgvk.in/i/dividend-distribution-policy.pdf.

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

45) Proceedings under Insolvency and Bankruptcy Code, 2016

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

46) Cost Auditors:

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

47) Prevention of Sexual Harassment at Workplace

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

The following is a summary of sexual harassment complaints received and disposed off during the year 2024-25 :

Number of complaints received	: 5 (Five)
Number of complaints dispose off	: 5 (Five)

48) Other Information

i) MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion & Analysis Report for the year under review, as stipulated under Regulation 34(2)(e) of SEBI (LODR)
Regulations, forms part of the Annual Report.

ii) BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

In accordance with the SEBI Listing Regulations, the Business Responsibility and Sustainability Report (BRSR) for the
year ended 31st March, 2025, forms part of this Report as Annexure-7. The same is available on the Company''s website at
http://www.tajgvk.in/i/Annual-Report/BRSR2024-25.pdf.

iii) CORPORATE GOVERNANCE

Your Company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate
Governance requirements set out by Securities and Exchange Board of India. The report on Corporate Governance as stipulated
under the SEBI (LODR) Regulations is attached to this report. The certificate from M/s. Vidya Rani & Associates, Practicing
Company Secretaries confirming compliance with the conditions of corporate governance is also attached to the Corporate
Governance Report.

iv) ECONOMY AND MARKETS

Economy and markets for the year under review is given in the Management Discussion and Analysis Report. The Audit
Committee of the Company reviewed the Consolidated and Standalone Financial statements for the year under review at its
meeting held on 01.08.2025 and recommended the same for the approval of the Board of Directors.

v) HUMAN RESOURCES

Your Company operating in a competitive and dynamic environment places great importance in the overall training and
development of its employees, who make the decisive difference in the hotel industry. Your Company understands the
importance of having the right people with right skills, to deliver the strong and exceptional service and also requisite
expertise, which is the basis of our relationships with the guests.

To deliver that service and expertise, we are continuously improving our talent pool and are committed to training and
educating the future generation.

vi) LEARNING AND DEVELOPMENT:

The employees are encouraged to develop and manage their careers and this is facilitated by providing relevant Job training
and where appropriate, the Company encourages to fill vacancies with existing staff, when the employees are suitably
qualified and experienced.

The Company is committed to improve employee engagement and learning more about the needs of our employees. In
addition to our training and development programme, the Company also communicate frequently with the employees and
value highly the commitment of the employees and recognize the important role, the communication has in festering the
good working relationships.

The Company also ensure that employees are informed on matters relating to their employment and on financial and
economic factors affecting the company''s business. At this same time we also seek feedback and Ideas from employees to
improve our operations.

The total strength of employees of your Company for the year under review was about 364 permanent employees which
includes Unit staff and Deputed staff and 549 employees on FTC and outsourced.

vii) QUALITY

Your Company''s Hotel properties at Hyderabad, Chandigarh & Chennai are certified by Food Safety and Standards Authority of
India (FSSAI) for the desired norms in F&B operations and also TAJ Krishna, Hyderabad certified and assessed as meeting Gold
Certification requirements of the Earth Check Standards during the year under review.

viii) LISTING

The Equity Shares of your Company are listed on Bombay Stock Exchange Limited (Scrip Code: 532390) and National Stock
Exchange of India Limited (Scrip Code: TAJGVK). It may be noted that there are no payments outstanding to the Stock
Exchanges by way of Listing Fees. The company has paid the listing fee for the financial year 2024-25.

49) DISCLOSURE OF INFORMATION AS REQUIRED UNDER SECTION 134(3)(M) OF THE COMPANIES ACT, 2013 (ACT)
READ WITH THE COMPANIES (ACCOUNTS) RULES, 2014

(I) CONSERVATION OF ENERGY

The Company continued to focus on energy conservation measures during the year. Measures include replacement of
incandescent lights with low power consumption LED lights, compact fluorescent and IR lights, installation of solar films to
reduce heat loads. Besides these, operational measures were continued to reduce energy consumption by regulating chiller
set points according to ambient temperatures, minimizing steam consumption by optimizing steam utilization in kitchens and
laundries.

Some of the actions planned for next year include replacement of energy intensive pumps with high efficiency pumping
systems, replacement of energy intensive fans with energy efficient fans and the increased use of Secondary Treatment Plant
water for cooling towers. Operational measures include close monitoring and control of energy consumption and frequent
energy audits by the hotel Engineering Department.

Your Company remains focused on giving importance towards conservation of energy, which results in savings in consumption
of electricity, a significant component of the energy cost, in an ongoing process.

(II) TECHNOLOGY ABSORPTION

The Company continues to absorb and upgrade modern technologies and advanced hotel management techniques in various
guest contact areas, which includes wireless internet connectivity in all the hotels.

(III) FOREIGN EXCHANGE EARNINGS AND OUTGO

As required under Section 134(3) (m) of the Companies Act, 2013, read with Rule 2 of the Companies (Disclosure of Particulars
in the Report of Board of Directors) Rules, 1988, the information relating to foreign exchange earnings and outgo is given
hereunder.

Particulars	March 31, 2025	March 31, 2024
Earned	6041.99	4782.72
Used	363.70	275.64

50) Acknowledgements

Your Directors would like to express their grateful appreciation for the assistance and cooperation received from customers,
bankers, suppliers, shareholders, Central and State Governments, other statutory authorities and others associated with the
Company. Your directors also wish to place on record their deep sense of appreciation for the excellent contribution made by
employees at all levels, during the year under review.

By order of the Board of Directors
For TAJ GVK Hotels & Resorts Limited

Place : Hyderabad Dr. GVK Reddy

Date : 01.08.2025 Non-Executive Chairman

DIN:00005212

---

Mar 31, 2024

The Directors have pleasure in presenting the Twenty Ninth Annual Report of the Company together with the Standalone and ConsolidatedAuditedAccounts fortheyearendedMarch 31, 2024.

1) FINANCIAL RESULTS

The performance ofthe Companyforthe financialyearendedMarch 31, 2024 is summarized below:

(Rs. In Crores)
Particulars	Standalone		Consolidated
	2023-24	2022-23	2023-24	2022-23
Total Revenue	410.89	412.36	410.89	412.36
Operating expenses	278.95	264.64	278.95	264.64
Depreciation	1395	14.60	1395	14.60
Finance cost	12.94	15.42	12.94	15.42
Profit Before Tax	105.05	117.70	105.05	117.70
Taxexpense:
Currenttax	30.70	33.20	30.70	33.20
Deferredtax	(0.05)	4.67	(0.05)	4.67
ProfitAfterTax	74.40	79.82	74.40	79.82
Total Comprehensive Incomefortheyear	7439	79.48	7439	79.48
Share ofprofit / (loss) from jointventure	-	-	18.30	13.50
Profit brought forwardfrom previousyear	324.66	245.18	311.77	218.79
Profit availableforappropriation	399.05	324.66	404.46	311.77
Less: Dividend paid	6.27	-	6.27	-
Profit carriedforward to Balance Sheet	392.78	324.66	398.19	311.77
Earnings pershare (Rs.)	11.87	12.68	14.78	14.83

2) COMPANY''S PERFORMANCE

On a standalone basis, the total revenue of the company for the Financial Year 2023-24 was at Rs.410.89 crores as compared to Rs.412.36 crores inthe previousfinancial year. The positive business sentiment both in room sales andthe food & beveragesegment continued into this financial year. This was contributed by both corporate travellers as well as the transient segment. The banqueting revenue got a big boost in the form of parliamentary delegations hosted by public sector undertakings. Our hotels also hosted heads of states and foreign dignitaries during the country’s historic G20 presidency. The business was also aided by the World cup and IPL Matches.

Aided by these, the company reported a Profit After Tax for the year was Rs.74.41 crores as compared to Rs.79.82 crores inthe previous year.

Further to the above, the turnover of Financial Year 2022-23 includes a one-time exceptional income of Rs.25 crores as well as the revenue of Rs. 21 Crores atTaj Banjara hotel in Hyderabadwhich was in operation forten months, before it was closedfor renovation in February 2023. The company subsequently handed over the hotel to owners in November 2023. Adjusting for these two factors, there has been anet increase ofl2% inthe operational performance ofthe company in Financial Year 2023-24to Rs. 4loCrores from Rs. 366 crores.

Also, as part ofthe Company’s policy to renovate / refurbish hotels to achieve the best in class customer satisfaction, the Company during the year has undertaken renovation of public areas at Hotel Taj Krishna and guest rooms and public areas at Taj Deccan, Hyderabad. An amount ofRs.21 crores was spent duringtheyear.

3) DEPRECIATION AND FINANCE COSTS

Depreciation fortheyear was lowerat Rs.13.95 crores as comparedto Rs.14.60 crores forthe previousyear. Finance costs fortheyear ended March 31,2024 was Rs.12.94 crores, which is lower by Rs.2.48 crores than previousyear, on account of repayment of term loans and better working capital management.

4) FINANCIAL RESULTS OFJOINTVENTURE (JV) COMPANY

The performance of Green Woods Palaces and Resorts Private Limited, theJV Company for thefinancialyear ended3ist March, 2024 is as below:

(Rs. inCrores)
Particulars	2023-24	2022-23
Total Revenue	219.53	190.80
Operating expenses	121.78	108.07
Depreciation	23.21	24.36
Finance cost	21.47	21.36
Profit / (Loss) Before Tax	53.07	37.01
Exceptional item	-	-
Profit / (Loss) Before Tax after exceptional items	53.07	37.01
Taxexpense:
Currenttax	10.38	-
Deferredtax	5.34	9-47
Profit / (Loss) AfterTax	3735	27.53
Earnings pershare (Rs.)	4.98	3.67

The JV Company also reported the highest ever top line and Profit After Tax numbers in the past 8 years and all the accumulated losses arewiped out andtheJVCompany reported Reserves andSurplus ofRs. ll.04Crores atthe end oftheyear.

CONSOLIDATED FINANCIAL RESULTS

On Consolidated basis, after considering the proportionate profit of the JV Company, the Company reported Profit After Tax for the year2023-24was Rs. 92.71 crores as compared to Rs. 93.32 crores inthe previousyear.

5) FINANCIAL STATEMENT

The auditedStandalone andConsolidated Financial Statements of the Company, which form a part of this Annual Report, have been prepared in accordance with the provisions of the Companies Act, 2013 (“Act”), Regulation 33 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”) and the Indian Accounting Standards.

Consolidated financial statement of the Company which includes the company’s share in Green Woods Palaces and Resorts Private Limited (theJV Company) is attached.

6) SUBSIDIARY/ASSOCIATECOMPANIES/JOINTVENTURECOMPANIES

As of March 31, 2024, the Company has Joint Venture Company viz. Green Woods Palaces and Resorts Private Limited (CiN: U91990TG2001PTC036666).

As per the provisions of Section 129 of the Companies Act, 2013 read with Rule 5 of Companies (Accounts) Rules, 2014 and the Companies (Indian Accounting Standards) Rules, 2015 (as amended). A separate statement containing the salient features of the financial statements oftheJointVenture in Form AOC-l is enclosedas Annexure-l to this Report.

7) TRANSFER OF AMOUNT TO RESERVES

The BoardofDirectors have decided notto transferanyamount totheGeneral Reserve fortheyear under review.

8) SHARE CAPITAL

Duringtheyear under review, there was no change in share capital ofthe Company.

9) DIVIDEND

Your Directors are pleased to recommend for approval of the Members, a Dividend of Rs.1.50/- per share (i.e. 75%), on a paid-up equity share of Rs.2/- each for the financial year 2023-24. The total dividend, that will be paid out will aggregate to Rs.9.41 crores for thefinancialyear 2023-24 (Previousyear i.e. Rs.6.27 crores i.e. 50%) and the same will be paid to all the eligible shareholders after the approval intheensuingAnnual General Meeting.

in view ofthe changes made under the income-tax Act, 1961, by the Finance Act, 2020, dividends paid or distributed by the Company shall betaxable in the hands ofthe Members. The Company shall, accordingly, makethe payment ofthe dividendafterdeduction of taxat source.

The dividend is subject to approval of members at the ensuing AGM and shall be subject to deduction of income tax at source. The dividend recommended is in accordance with theCompany’s Dividend Distribution Policy.

10) DIVIDEND DISTRIBUTION POLICY

Pursuant to the requirements of Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘Listing Regulations’), the Dividend Distribution Policy of the Company is available on the Company’s website at http://www.tajgvk.in/i/dividend-distribution-policy.pdf

11) BORROWINGS / INDEBTNESS

The total long term borrowings of the company stood at Rs.66.47 crores for the year ended March 31, 2024 as compared to Rs.99.72 crores as at March 31, 2023. Duringthefinancialyear under review, the company repaid Rs.33.25 crores.

12) CREDIT RATING

Duringtheyear under review, yourCompany’s credit ratings are as below:
1CRA	Longterm rating - [ICRA] A (Stable) and ShortTerm Rating [ICRA] A2
India ratings	lNDA(Stable) (ECLGS loans andTerm loan for Bengaluru Hotel Project)

13) PUBLIC DEPOSITS

During the year under review, the Company has not accepted or renewed any amount falling within the purview of provisions of Section 73 of the Companies Act 2013 (“the Act”) read with the Companies (Acceptance of Deposit) Rules, 2014. Hence, the requirement for furnishing of details relating to deposits covered under Chapter V of the Act or the details of deposits which are not in compliance with theChapterVoftheAct is not applicable.

14) PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013

The company has not given any Loans / Guarantees and not made any Investments during the FY 2023-24, as required under the provisions of section 186 of the Companies Act, 2013 read with Companies (Meetings of Board and its Powers) Rules, 2014, the disclosure in the prescribedformat is annexedas Annexure-2.

15) RELATED PARTY TRANSACTIONS

To comply with the provisions of Section 188 of the Act and Rules made thereunder read with Regulation 23 ofSEBI (LODR) Regulations, your Company took necessary prior approval of the Audit Committee before entering into related party transactions. All contracts / arrangements / transactions entered into by the Company during the Financial Year 2023-24 with related parties, as defined under theAct and SEBI (LODR) Regulations were in the ordinarycourse ofbusiness andon arm’s length basis.

During the year under review, your Company had not entered into any contract/arrangement/transaction with related parties which couldbe considered material in accordancewith the PolicyoftheCompanyfor Related PartyTransactions.

None of the transactions with any of the related parties were in conflict with the interest of the Company rather, these were synchronized and synergized with the Company’s operations. Related Party disclosures as per lnd AS 24 have been provided in Notes to accounts annexedtothefinancial statements.

Your Company has framed a Policy on Related Party Transactions in accordance with the Act and SEBI (LODR) Regulations. The Policy intends to ensure that proper reporting, approval and disclosure processes are in place for all transactions between the Company and related parties. The policy is uploaded on website ofthe Company at http://www.tajgvk.in/i/Policy-on-Related-Party-Transactions.pdf

Pursuant to Regulation 23(9) of SEBI (LODR) Regulations, related party transactions are reported to the Stock Exchanges on a half yearly basis.

Since all transactions which were entered into during the Financial Year 2023-24 were on arm’s length basis and in the ordinary course ofbusiness andtherewas no material related partytransaction entered by the Company duringthe Financial Year 2023-24 as per Policy on Related PartyTransactions, hence no detail are required to be provided in Form AOC-2 prescribed under Clause (h) of Subsection (3) ofSectioni34 ofthe Act and Rule8(2) ofthe Companies (Accounts) Rules, 2014.

16) BENGALURU HOTELPROJECT

TheCompany has been allottedaround7.5 acres landin Yelahanka, Bengaluruforthe hotel project. Your company receivedthefinal building approval from K1ADB during December 2021. With this approval, all requisite approvals viz Fire Approval, Environmental Clearance, Pollution Control Board approval, Height Clearance from Airports Authority of India, Ministry of Defense Clearance, HAL height clearance were received by the company. This Hotel project consists of 253 rooms and the project cost estimate is around Rs.326 crores. The Company had also tied up the financial assistance from Federal Bank of Rs.200 crores to part finance the Hotel Project and received approval from K1ADB for mortgage of lease hold rights to Lender.

During the year, the civil structure construction has progressed significantly with almost 75% ofthe work completed as at the end ofthe financial year. The Company is in the process of finalizing the Mechanical, Electrical and Plumbing contracts which will be awardedsoon. The Companyexpects to open the Hotel during last quarter ofFinancial Year2025-26.

17) HOTEL RENOVATION / REFURBISHMENTS TAJ DECCAN

The Company completed the refurbishments and the renovation of 76 guest rooms covering all rooms on the 3rd floor and atrium facing rooms on the other floors including suite rooms during 2023-24. The Company has also replaced the atrium ceiling with a contemporary state-of-the-art glass ceiling open to the sky which has enhanced the aesthetics of the entire atrium as also of the All Day Dining which was also renovated and opened to the public in December 2023. The Company has also taken up the refurbishment of one Specialty Restaurant and BAR, which is expected to be completed in the second quarter of 2024-25. During the current financial year, the company has taken up renovation of24Guest Rooms, whichwill be completed byAugust 2024.

18) MEETINGS OF THE BOARD OF DIRECTORS

During the year, Four Board Meetings were held on 19.05.2023, 09.08.2023, 08.11.2023 and 05.02.2024. For details of the meetings of the Board and its Committees, please referto the Corporate Governance Report forming part of this Report. The intervening gap between the meetings was within the period prescribed under the Act, Secretarial Standards -1 (SS-l) issued by the institute of CompanySecretaries ofindia and Listing Regulations.

19) DIRECTORS

Resignation / Cessation ofoffice ofDirector

Mr. A Rajashekar (DiN:0l23504l) Non-Executive independent Director of the Company completed his second term of 5 years as independent Director on 14.05.2024 and the Board of Directors placed on record its appreciation for the services rendered by Mr. A Rajashekarduringhis tenure as Director ofthe company.

Mr. Ashish Seth (DiN:03220739) Non-Executive & Non-independent Director ofthe Company has resigned from the Board on 03.05.2024. The Board ofDirectors taken on recordhis valuable contributions/guidance duringhis tenure as DirectorofCompany.

Re-appointments :

in accordance with the provisions of Companies Act, 2013 and in terms ofthe Articles of Association ofthe Company, Mr. Anoop Vrajlal Mehta (D1N:00107044) and Mr. Prabhat Verma (DiN:06548864), Non-Executive & Non-independent Directors are liable to retire by rotation at the ensuing AGM and being eligible, offered themselves for re-appointment. The Board of Directors, on the recommendation of Nomination and Remuneration Committee, recommendedtheir re-appointment.

Appointment :

Mr. Nabakumar Shome

The Board at its meeting held on 23.05.2024 appointed Mr. Nabakumar Shome (DiN:03605594) as Additional Director and he shall hold office uptothe date of this AGM. Your company is in receipt of notice under section 160 ofthe Act, from a Shareholder proposing his candidature for appointment as Director, liable to retire by rotation under the category of Non-Executive & Non-independent Director ofthe Company. The Board on the recommendation of Nomination and Remuneration Committee, recommended his appointment as Director ofthe companyliable to retire by rotation.

Your Company is in receipt of notice undersectionl6o oftheAct, from a Shareholder proposing Mr. NabakumarShome candidature for appointment as Director, liable to retire by rotation under the category of Non-Executive & Non-independent Director ofthe Company. The Board on the recommendation of Nomination and Remuneration Committee, recommended his appointment as Directorliable to retire by rotation.

The Company also received i) consent in writing to act as a Director in Form DiR-2 pursuant to Rule 8 ofthe Companies (Appointment & Qualification ofDirectors) Rules, 2014; ii) intimation in Form DiR-8 pursuant to terms of the Companies (Appointment & Qualification of Directors) Rules, 2014, totheeffectthat he is notdisqualifiedas perSectionl64(2) oftheCompanies Act, 2013.

Dr. N Ramesh Kumar

The Board at its meeting held on 23.05.2024 appointed Dr. N Ramesh Kumar (DIN: 10506458) as the Additional Director and under independent Director category and he shall hold office uptothe date of ensuing AGM. Your Company is in receipt of notice in writing under section 160(1) oftheAct, from a Shareholder proposing his candidature for appointment as Director under the category of NonExecutive independent Director ofthe Company for a term of five years commencing from 23.05.2024 to 22.05.2029. The Board on the recommendation of Nomination and Remuneration Committee, recommended his appointment as independent Director and is notliableto retire by rotation.

The Company also received i) consent in writing to act as a Director in Form DiR-2 pursuant to Rule 8 oftheCompanies (Appointment & Qualification ofDirectors) Rules, 2014: ii) intimation in Form DiR-8 pursuant to terms oftheCompanies (Appointment SQualification of Directors) Rules, 2014, totheeffectthat he is notdisqualifiedas perSectionl64(2) oftheCompanies Act, 2013.

Mr. N Sandeep Reddy and Mr. N Anil Kumar Reddy

Mr. N Sandeep Reddy (DIN:00483826) and Mr. N Anil Kumar Reddy (DIN:00017586), Non-Executive Independent Director(s) of the Company completed their first term of 5 years on 14.05.2024. The company proposes to re-appoint them for another term of 5 years and based on the recommendation of the Nomination and Remuneration Committee and Board of Directors appointed and recommends, their re-appointment as Independent Directors of the company by passing a special resolution. Mr. N Sandeep Reddy andMr. NAnil Kumar Reddy, Independent Directors shall holdofficeforasecondterm ofsyears i.e. from 23.05.202410 22.05.2029.

The Company also received i) consent in writing to act as a Directors in Form DIR-2 pursuant to Rule 8 of the Companies (Appointments Qualification of Directors) Rules, 2014; ii) intimation in Form DIR-8 pursuant to terms oftheCompanies (AppointmentSQualification of Directors) Rules, 2014, to the effect that they are not disqualified as per Section 164(2) oftheCompanies Act, 2013; and iii) a declaration to the effectthat he meetsthe criteria ofindependence as provided underSectioni49 oftheCompanies Act, 2013.

During the year under review, the Non-Executive Directors of the Company had no pecuniary relationship or transactions with the Company, other than sittingfees and reimbursement of expenses, if any incurred by them for the purpose of attending meetings of the Board/Committee of the Company. Duringthe Financial Year 2023-24the company aftertakingthe approval from the shareholders paid remuneration to all Independent Directors forfinancial year 2022-23. The Company is proposingto pay remuneration by way of commission for the financial year 2023-24 to all the Independent Directors subject to the approval of members at the ensuing Annual General Meeting.

20) KEY MANAGERIAL PERSONNEL (KMP)

Pursuant to provisions of section 203 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Key Managerial Personnel oftheCompanyas on March 31, 2024 are as follows:

Mrs. G Indira Krishna Reddy, Managing Director,

Mrs Shalini Bhupal, Joint Managing Director Mr.J Srinivasa Murthy, CFO&CompanySecretary

21) PERFORMANCE EVALUATION CRITERIA FOR DIRECTORS

Pursuant to the provisions of the Companies Act, 2013 read with Regulation 17 (10) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Director has carried out Performance Evaluation of Directors individually including the Independent Directors, Board as a whole and as well as the evaluation ofthe working of its Committees namely Audit Committee, Nomination & Remuneration Committee, Stakeholder Relationship Committee, Risk Management Committee and Corporate Social ResponsibilityCommittee.

Further, to comply with Regulation 25(4) of SEBI (LODR) Regulations, in a separate meeting of Independent Directors, performance of non-independent directors, performance ofthe Board asawhole and performance ofthe Chairman was evaluated. The samewas discussed in the Board meeting at which the performance ofthe Board, its committees and individual directors was also discussed. Performance evaluation of independent directors was done by the entire Board, excluding the independent director being evaluated.

The Chairman ofthe Board and the Nomination and Remuneration Committee reviewed the performance ofthe individual directors on the basis of the criteria approved by the Board. The Directors noted that the results ofthe performance evaluation ofthe Board and its Committees, Chairperson andindividual directors indicated a high degree ofsatisfaction amongthe Directors.

22) MEETING OF INDEPENDENT DIRECTORS

Aseparate meetingof IndependentDirectorsasrequired under the Schedule IV of the Companies Act, 2013 was held on March 27, 2024, without presence of Executive Directors. Such meeting was conducted to review and evaluate a) the performance of NonIndependent Directors and the Board as a whole, (b) the performance ofthe Chairperson ofthe company, taking into account the views of Executive Directors and Non-Executive Directors and (c) assess the quality, quantity and timeliness of flow of information between the company management and the Board that is necessary for the Board to effectively and reasonably perform their duties. The Independent Directors expressed their satisfaction with the performance of Non-Independent Directors and the Board as a whole and the Chairman ofthe Independent Directors meeting briefed the outcome ofthe meeting to the Chairman ofthe Board. The Independent Directors expressedsatisfaction with the overall performance ofthe Directors andthe Board as a whole.

23) INDEPENDENT DIRECTORS DECLARATION

The Company has received declarations from all Independent Directors that they meet the criteria of independence as laid down underSectioni49(6) oftheCompanies Act, 2013 (theAct) andthe Listing Regulations.

Pursuant to the provisions of Section 149 ofthe Act, the Independent Directors have submitted declarations that each of them meet the criteria of Independence as provided in Section 149(6) ofthe Act along with Rules framed thereunder and Regulation l6(l)(b) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘SEBI Listing Regulations’). In terms of Regulation 25(8) of SEBI Listing Regulations they have confirmed that they are not aware of any circumstances or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgement and without any external influence. The Board of Directors ofthe Company has taken on record the declaration and confirmation submitted by the Independent Directors after undertaking due assessment ofthe veracity ofthe same. There has been no change in the circumstances affecting their status as Independent Directors ofthe Company.

The Independent Directors of the Company have confirmed that they have registered names in the data bank of Independent Directors maintained with the Indian Institute of Corporate affairs in terms of Section 150 of the Act read with Rule 6 of the Companies (Appointment & Qualification of Directors) Rules, 2014,

24) POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION AND OTHER DETAILS

The Company policy on Director Appointment and Remuneration and other matters provided in the section 178(3) of the Companies Act, 2013 has been disclosed in Corporate Governance Report, which is part of the report and is also available on http://www.tajgvk.in/i/nomination-and-remuneration-policy.pdf

25) BOARD AND COMMITTEES OF THE BOARD

As on the date of approval of Directors’ Report, following are the Committees of Board of Directors of the Company constituted under Companies Act, 2013 and applicable of SEBI (LODR) Regulations,

a. Audit Committee

b. Nomination and Remuneration Committee

c. Corporate Social Responsibility

d. Risk Management Committee

e. Stakeholders’ Relationship Committee

During the year under review, all recommendations of the Committees were approved by the Board, The number of meetings of the Board and various Committees of the Board including composition are set out in the Corporate Governance Report which forms part of this report, The intervening gap between the meetings was within the period prescribed under the provisions of Section 173 of the Act and SEBI (LODR) Regulations,

26) REMUNERATION POLICY

To comply with the provisions of Section 178 of the Act and Rules made thereunder and Regulation 19 of SEBI (LODR) Regulations, the Company’s Remuneration Policy for Directors, Key Managerial Personnel (KMP), Senior Management and other Employees of the Company is uploaded on website of the Company at www,tajgvk,in under corporate policies, The Policy includes, interalia, the criteria for appointment and remuneration of Directors, KMPs, Senior Management Personnel and other employees of the Company,

27) RISK MANAGEMENT COMMITTEE

Your Company has implemented a mechanism for risk management and formulated a Risk Management Policy, The policy provides for the creation of a risk register, identification of risks and formulating mitigation plans, Your Company has also constituted a Risk Management Committee, details of which are disclosed in the Corporate Governance Report, As per the governance process described in the Policy, the Risk Management Committee reviews the risk identification, risk assessment and minimisation procedures on quarterly basis and updates the Audit Committee and the Board periodically,

The key risks impacting the Company are discussed in the Management Discussion and Analysis section forming part of this Report,

28) CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Board has constituted a Corporate Social Responsibility (CSR) Committee to monitor the implementation of CSR activities of your Company and also has in place a Corporate Social Responsibility policy, which is available on the Company’s website at http://www.tajgvk.in/i/CSR-Policy-20i4-i5.pdf

The details of the composition of the CSR Committee, CSR policy, CSR initiatives, and activities undertaken during the year are given in the Annual Report on CSR activities in Annexure - 3 to this Report,

29) STATUTORY AUDITORS

M/s,M, Bhaskara Rao & Co,, Chartered Accountants (Firm Registration No,000459S) were re-appointed as Statutory Auditors of the Company for a second term of Five (5) years, to hold office from the conclusion of the 27th AGM held in the year 2022, until the conclusion of the 32nd AGM to be held in the year 2027,

Auditors Report

The Statutory Auditors have issued unmodified opinion in their Consolidated and Standalone Auditor’s Report for the financial year ended March 31, 2024 and there are no qualifications, reservations or adverse remarks in the Auditor’s Report,

30) INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations, The scope and authority of the Internal Auditor is well defined in the company, To maintain its objectivity and independence, the Internal Auditor reports to the Chairman of the Audit Committee of the Board,

The Internal Auditor monitors and evaluates the efficacy and adequacy of internal control systems in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company, Based on the report of Internal

Auditor, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and corrective actions suggested are presentedto theAuditCommittee ofthe Board.

31) INTERNAL AUDITORS

The Board of Directors ofthe Company have appointed M/s.Ernst & Yound LLP as Internal Auditors to conduct Internal Audit ofthe Company Hotels for the Financial Year 2023-24 and the Internal Auditors have presented the observations to theAuditCommittee at theirmeeting heldon 22.05.2024.

32) REPORT ON THE INTERNAL FINANCIAL CONTROLS

Internal Financial Controls are an integrated part ofthe risk management process, addressing financial and financial reporting risks. The internal financial controls have been documented, digitised and embedded in the business processes. Assurance on the effectiveness of internal financial controls is obtainedthrough management reviews, control self-assessment, continuous monitoring by functional experts as well as testing ofthe internal financial control systems by the internal auditors during the course of their audits. We believe that these systems provide reasonable assurance that our internal financial controls are designed effectively and are operating as intended. The statutory auditors ofthe company have tested the financial controls and they have not found any adverse/ non-compliance ofthe control mechanisms.

33) SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 ofthe Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Directors have appointed M/s. Vidya Rani & Associates, Practicing Company Secretaries, (Certificate of Practice N0.15135), Hyderabad to undertake the Secretarial Audit ofyour Company for the financial year ended3ist March, 2024. The Secretarial Audit Report for the financial year ended 31st March, 2024, as required under Section 204 ofthe Act and Regulation 24A ofthe SEBI Listing Regulations, is appended as Annexure-4 to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark. Further, as required under Section 204 ofthe Act and rules thereunder, the Board has appointed M/s. Vidya Rani SAssociates, PracticingCompanySecretaries, to conductthe Secretarial Auditforthe Financial Year2024-25.

Annual Secretarial Compliance Report:

The Company has undertaken an audit for the Financial Year ended 31st March, 2024 for all applicable compliances as per Listing Regulations and Circulars / Guidelines issued thereunder. The Annual Secretarial Compliance Report duly signed by M/s. Vidya Rani & Associates, Practicing Company Secretaries, has been submitted to the Stock Exchanges and is appended as Annexure - 5 to this Report.

34) REPORTING OF FRAUD BY AUDITORS

During the year under review, the Statutory Auditors and Secretarial Auditors have not reported any instances of frauds committed in the Company by its Officers or Employees to the AuditCommittee undersectioni43(l2) oftheAct.

35) COMPLIANCE WITH SECRETARIAL STANDARDS

TheCompany has compliedwith Secretarial Standards issued bythe Institute ofCompany Secretaries oflndia.

36) INSURANCE

All properties and insurable interests oftheCompanyincluding building, plant and machinery andstocks have been fully insured.

37) CHANGE IN THE NATURE OF BUSINESS

There is no change inthe nature ofbusiness oftheCompany.

38) THE DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS

There were no instances of non-compliance bythe company and no significant and material orders passed bythe regulators or courts ortribunals impactingthe goingconcern status andCompany’s operations in future.

39) MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There are no material changes and commitments affecting the financial position oftheCompany which occurred during the Financial YearendedMarch 31, 2024to which the Financial Statements relates andthe date ofsigningofthis report.

40) DIRECTORS'' RESPONSIBILITY STATEMENT

The financial statements are prepared in accordance with Indian Accounting Standards (Ind AS), the provisions ofthe Act (to the extent notified) and guidelines issued by SEBI. Pursuant to the requirement under Section 134 ofthe Companies Act, 2013, with respecttothe Directors’ ResponsibilityStatement, the Board ofDirectors oftheCompany herebyconfirms:

a. In the preparation ofthe annual accounts, the applicable accounting standards (Ind AS) had been followed and that no material departures have been made from the same.

b. They have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year i.e. March 31,2024 and ofthe profit oftheCompanyforthat period.

c. They have taken properandsufficient careforthe maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

d. Thatthe Directors have preparedthe Annual Accounts forthe Financial Year ended March 31, 2024 on a goingconcern basis.

e. They have laid down internal financial controls for the company and such internal financial controls are adequate and were operatingefficiently, and

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

^INFORMATION TO BE FURNISHED UNDER RULE 5(1) OFCOMPANEIS (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

Disclosure of information under Rule 5(1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in the Director’s Report is Annexedto this Report.

42) PARTICULARS OF EMPLOYEES

The information required undersectioni97 (12) ofthe Act read with Rule 5 (1) oftheCompanies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is appendedas Annexuretothis report.

The statement containing names of top ten employees in terms of remuneration drawn and the particulars of employees as required under Section 197(12) of the Act read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in a separate Annexure forming part of this report. Further, the report andthe accounts are being sent to the Members excluding the aforesaid Annexure. None ofthe employees listed in the said Annexure is related to any Director / KMP of the Company, in terms of Section 136 of the Act, the said annexure is open for inspection and any Member interested in obtaining a copyofthe same maywrite to the Company.

43) VIGIL MECHANISM

Your Company’s Vigil Mechanism provides a formal mechanism to the Directors and Employees to report their concerns about unethical behavior, actual or suspected fraud or violation ofthe Company’s Code of Conduct or ethics policy. The policy provides for adequate safeguards against victimization of Directors and Employees who avail ofthe mechanism and also have provided them direct access to the Chairman ofthe Audit Committee, it is affirmed that no personnel ofthe Company has been denied access to the Audit Committee. The said policy is available on the Company’s website at http://www.tajgvk.in/i/Vigil-Mechanism-Policy.pdf under corporate policies.

44) ANNUAL RETURN

Pursuant to section I34(3)(a) and section 92(3) ofthe Act, read with Rule 12(1) ofthe Companies (Management and Administration) Rules, 2014, a copy ofthe annual return is placed on the website ofthe Company and can be accessed on the Company’s website, the web linkforthesame is http://www.tajgvk.in/Annual-retum.html

45) VALUATION

Duringtheyear under review, there were no instances ofone timesettlement with any Banks or Financial institutions.

46) DISCLOSUREREQUIREMENTS:

As per SEBi Listing Regulations, the Corporate Governance Report along with the Auditors’Certificate thereon, andthe Management Discussion and Analysis are attached, which forms part of this report. As per Regulation 34 ofthe SEBi Listing Regulations, a Business Responsibility and Sustainability Report is attached and is a part of this Annual Report. Your Company has formulated and adopted a Dividend Distribution Policy as envisaged under Regulation 43A ofthe SEBi (Listing Obligations and Disclosures) Regulations, 2015 as part of its corporate governance practices. The policy is available on the Company’s website at http://www.tajgvk.in/i/dividend-distribution-policy.pdf

The Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the institute ofCompanySecretaries ofindia andthatsuch systems are adequate and operating effectively.

47) PROCEEDINGS UNDER INSOLVENCYAND BANKRUPTCYCODE, 2016

Duringtheyear under review, there were no proceedings that were filed by the Company or against the Company, which are pending underthe insolvency and BankruptcyCode, 20l6as amended, before National Company LawTribunal or otherCourts.

48) COST AUDITORS:

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

49) PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

The Company has always believed in providing a safe and harassment- free workplace for every individual working in the Company. TheCompany has compliedwith the applicable provisions of the POSH Act, andthe rules framedthereunder, including constitution of the internal Complaints Committee. The Company has in place an Anti-Sexual Harassment Policy in linewith the requirements of the POSH Act and the same is availableon the Company’s website at http://www.tajgvk.in/i/TAJGVK-POSH-Policy.pdf

Thefollowing is a summaryofsexual harassment complaints received and disposed offduringtheyear 2023-24: Numberofcomplaintsreceived : 5

Numberofcomplaintsdisposeoff : 5

50) OTHER INFORMATION

i) MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion & Analysis Report for the year under review, as stipulated under Regulation 34(2)(e) of SEBI (LODR) Regulations, forms part ofthe Annual Report.

ii) BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

Pursuant to Regulation 34(2) (f) ofthe SEBI Listing Regulations and its Circular dated May 10, 2021, SEBI has made Business Responsibility & Sustainability Report (BRSR) mandatory for the top 1,000 listed companies (by market capitalisation) from FY 2023-24. TAJGVKfalls within this category and has adopted the BRSR for FY 2023-24. For a significant number of Indian corporates, integrating the principles of NGRBC and reporting per BRSR, generically referred to as ESG (Environmental, Social, Governance) report, may require guidance and support. Stakeholders today are focusing and monitoring sustainable models of business and the commitment levels and performance of corporates towards ESG. As a result, Board of Director’s (BoDs) are re-aligning their organisational purpose, mission statements, etc., to integrate ESG as a key pillar of their growth strategy. Decisions by BoDs are nowadays more focused on creating a positive impact on the environment and society and building accountability. BoDs have been increasinglyfocusingon disclosingthe impact oftheirorganisation on societyandthe environment (the''transparency principle of corporate governance). In line with the ESG requirements, the company has adopted the following policies to align the company’s philosophyandgovernancestandards as required underthe SEBI (LODR) Regulations.

l.TAJCVKESC Policy	9. TAJ GVKStakeholders Engagement Policy
2. TAJ GVKCyberSecurityPolicy	10. TAJ GVKProcurement Policy
3. TAJ GVK Data Retention Policy	11.TAJ GVKAnti BriberyPolicy
4. TAJ GVKEqual Opportunity Policy	12. TAJ GVKClimate Policy
5. TAJ GVKHuman Rights Policy	13. TAJ GVKDiversity&Inclusion Charter
6. TAJ GVKInvestorGrievance Redressal Policy	l4.TAJCVKLCBTQPolicy
7. TAJ GVKEnvironmental Policy	15. TAJ GVKBusiness continuityand RiskManagement Policy
8.TAJ GVKPublicAdvocacyPolicy	16. TAJ GVKOccupational Health andSafety Policy

All the above policies are available on the Company’s website at http://www.tajgvk.in/corporate-policies.html

The BRSR disclosures form a part of this report and the same is available on the Company’s website at http://www. tajgvk.in/i/ Annual-Report/BRSR2023-24.pdf

iii) CORPORATE GOVERNANCE

Your Company is committedto maintainthe highest standards of Corporate Governance and adhere to the Corporate Governance requirements set out by Securities and Exchange Board of India. The report on Corporate Governance as stipulated under the SEBI (LODR) Regulations is attached to this report. The certificate from M/s. V Vidya Rani & Associates, Company Secretaries confirming compliance with the conditions ofcorporate governance is also attachedto the Corporate Governance Report.

iv) ECONOMY AND MARKETS

Economy and markets for theyear under review is given in the Management Discussion and Analysis Report. The Audit Committee ofthe Company reviewed the Consolidated and Standalone Financial statements for the year under review at its meeting held on 23rd May, 2024 and recommendedthesame forthe approval ofthe Board ofDirectors.

v) HUMAN RESOURCES

Your Company operating in a competitive and dynamic environment places great importance in the overall training and development of its employees, who make the decisive difference in the hotel industry. Your Company understands the importance of having the right people with right skills, to deliver the strong and exceptional service and also requisite expertise, which is the basis ofour relationships with the guests.

To deliver that service and expertise, we are continuously improving our talent pool and are committedto training and educating the future generation.

vi) LEARNING AND DEVELOPMENT

The employees are encouraged to develop and manage their careers and this is facilitated by providing relevant Job training and where appropriate, the Company encourages to fill vacancies with existing staff, when the employees are suitably qualified and experienced.

The Company is committedto improve employee engagement and learning more aboutthe needs of our employees. In addition to our training and development programme, the Company also communicate frequently with the employees and value highly the commitment of the employees and recognize the important role, the communication has in festering the good working relationships.

The Company also ensure that employees are informed on matters relating to their employment and on financial and economic factors affecting the company’s business. At this same time we also seek feedback and Ideas from employees to improve our operations.

The total strength of employees of your Company for the year under review was about 1325 which includes 377 permanent employees and948 contractual employees on FTC and outsourced.

vii) QUALITY

Your Company’s Hotel properties at Hyderabad, Chandigarh & Chennai are certified by Food Safety and Standards Authority of India (FSSAI) for the desired norms in F&B operations and also TAJ Krishna, Hyderabad certified and assessed as meeting Gold Certification requirements ofthe Earth Check Standards duringtheyear under review.

viii) LISTING

The Equity Shares of your Company are listed on Bombay Stock Exchange Limited (Scrip Code: 532390) and National Stock Exchange of India Limited (Scrip Code: TAJGVK). It may be noted thatthere are no payments outstandingto the Stock Exchanges bywayofListing Fees. The company has paidthe listingfeeforthefinancial year2024-25.

Si)DISCLOSURE OF INFORMATION AS REQUIRED UNDER SECTION I34(3)(m) OFTHE COMPANIES ACT, 2013 (ACT) READ WITH THECOMPANIES (ACCOUNTS) RULES, 2014

(I) CONSERVATION OF ENERGY

The Company continued to focus on energy conservation measures duringtheyear. Measures include replacement of incandescent lights with low power consumption LED lights, compact fluorescent and IR lights, installation of solar films to reduce heat loads. Besides these, operational measures were continued to reduce energy consumption by regulating chiller set points according to ambienttemperatures, minimizingsteam consumption byoptimizingsteam utilization in kitchens and laundries.

Some ofthe actions planned for next year also include replacement of energy intensive pumps with high efficiency pumping systems, replacement of energy intensive fans with energy efficient fans and the increased use of Secondary Treatment Plant water for cooling towers. Operational measures include close monitoring and control of energy consumption and frequent energy audits by the hotel Engineering Department.

Your Company remains focused on giving importance towards conservation of energy, which results in savings in consumption of electricity, a significant component ofthe energycost, in an ongoing process.

(II) TECHNOLOCYABSORPTION

TheCompany continues to absorb and upgrade modern technologies and advanced hotel management techniques in various guest contact areas, which includes wireless internet connectivityin all the hotels.

(III) FOREIGN EXCHANCEEARNINCSANDOUTCO

As required under Section 134(3) (m) ofthe Companies Act, 2013, read with Rule 2 ofthe Companies (Disclosure of Particulars in the Report ofBoardofDirectors) Rules/1988, the information relatingtoforeign exchange earnings andoutgo is given hereunder.

(Rs. In lakhs)
Particulars	March 31, 2024	March 31, 2023
Earned	4782.72	2943.39
Used	275.64	458.22

52) ACKNOWLEDGEMENTS

Your Directors would like to express their grateful appreciation for the assistance and cooperation received from customers, bankers, suppliers, shareholders, Central and State Governments, other statutory authorities and others associated with the Company. Your directors also wish to place on record their deep sense of appreciation for the excellent contribution made by employees at all levels, duringtheyear under review.

---

Mar 31, 2023

The Directors have pleasure in presenting the Twenty Eighth Annual Report of the Company together with the Standalone and Consolidated Audited Accounts for the year ended March 31, 2023.

1) FINANCIAL RESULTS

The performance of the Company for the financial year ended March 31, 2023 is summarized below:

(Rs. In Crores)
Particulars	Standalone		Consolidated
	2022-23	2021-22	2022-23	2021-22
Total Revenue	412.36	228.25	412.36	228.25
Operating expenses	264.64	175.39	264.64	175.39
Depreciation	14.60	15.53	14.60	15.53
Finance cost	15.42	18.59	15.42	18.59
Profit Before Tax	117.70	18.73	117.70	18.73
Tax expense:
Current tax	33.20	3.44	33.20	3.44
Deferred tax	4.67	5.39	4.67	5.39
Profit After Tax	79.82	9.90	79.82	9.90
Total Comprehensive Income for the year	79.48	9.71	79.48	9.71
Share of profit / (loss) from joint venture	-	-	13.50	(7.80)
Profit brought forward from previous year	245.18	235.47	218.79	217.50
Profit available for appropriation	324.66	245.18	311.77	218.79
Less: Dividend paid	-	-	-	-
Less: Dividend tax	-	-	-	-
Profit carried forward to Balance Sheet	324.66	245.18	311.77	218.79
Earnings per share (Rs.)	12.68	1.55	14.83	0.30

2) COMPANY’S PERFORMANCE

On a standalone basis, the total revenue of the company for the year 2022-23 stood at Rs.412.36 crores as compared to Rs.228.25 crores in the previous financial year, showing an increase of total income of Rs.184.11 crores. The business improved during the year under review with removal of all restrictions on inter-state and foreign travel, as well as return of work-from-office culture, travel in the corporate and transient segments have seen an upward trend. The banqueting business also saw robust growth on account of corporate events, social functions and weddings. Aided by these, the company reported a Profit After Tax for the year was Rs.79.82 crores as compared to Rs.9.90 crores in the previous year. The topline and Profit After Tax numbers are the highest reported numbers by the company in the past 27 years.

3) DEPRECIATION AND FINANCE COSTS

Depreciation for the year was lower at Rs.14.60 crores as compared to Rs.15.53 crores for the previous year. Finance costs for the year ended March 31, 2023 was Rs.15.42 crores, which is lower by Rs.3.17 crores than previous year, on account of repayment of term loans and better working capital management.

4) FINANCIAL RESULTS OF JOINT VENTURE (JV) COMPANY

The performance of Green Woods Palaces and Resorts Private Limited, the JV Company for the financial year ended 31st March, 2023 is as below:

(Rs. In Crores)
Particulars	2022-23	2021-22
Total Revenue	190.80	90.10
Operating expenses	108.07	69.34
Depreciation	24.36	25.38
Finance cost	21.36	19.48
Profit / (Loss) Before Tax	37.01	(24.10)
Exceptional Item	-	2.56
Profit / (Loss) Before Tax after exceptional items	37.01	(21.54)
Tax expense:
Current tax	-	-
Deferred tax	9.47	(5.57)
Profit / (Loss) After Tax	27.53	(15.97)
Earnings per share (Rs.)	3.67	(2.13)

The JV Company also reported the highest ever topline and Profit After Tax numbers in the past 8 years.

CONSOLIDATED FINANCE RESULTS

On Consolidated basis, after considering the proportionate profit of the JV Company, the Company reported Profit After Tax for the year 2022-23 was Rs.93.32 crores as compared to Rs.2.10 crores in the previous year.

5) FINANCIAL STATEMENT

The audited Standalone and Consolidated Financial Statements of the Company, which forms part of this Annual Report, have been prepared in accordance with the provisions of the Companies Act, 2013 ("Act”), Regulation 33 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations”) and the Indian Accounting Standards.

Consolidated financial statement of the Company which includes the company’s share in Green Woods Palaces and Resorts Private Limited (the JV Company) is attached.

6) SUBSIDIARY / ASSOCIATE COMPANIES / JOINT VENTURE COMPANIES

As of March 31, 2023, the Company has Joint Venture Company viz. Green Woods Palaces and Resorts Private Limited (CIN: U91990TG2001PTC036666).

As per the provisions of Section 129 of the Companies Act, 2013 read with Rule 5 of Companies (Accounts) Rules, 2014 and the Companies (Indian Accounting Standards) Rules, 2015 (as amended). A separate statement containing the salient features of the financial statements of the Joint Venture in Form AOC-1 is enclosed as Annexure-1 to this Report.

7) TRANSFER OF AMOUNT TO RESERVES

The company does not propose to transfer any amount to reserves during the year.

8) DIVIDEND

Your Directors are pleased to recommend for approval of the Members, a Dividend of Rs.1/- per share (i.e. 50%), on a paid-up equity share of Rs.2/- each for the financial year 2022-23. The total dividend, that will be paid out will aggregate to Rs.6,27,01,495 for the financial year 2022-23 (Previous year Nil).

In view of the changes made under the Income-tax Act, 1961, by the Finance Act, 2020, dividends paid or distributed by the Company shall be taxable in the hands of the Members. The Company shall, accordingly, make the payment of the dividend after deduction of tax at source.

The dividend is subject to approval of members at the ensuing AGM and shall be subject to deduction of income tax at source. The dividend recommended is in accordance with the Company’s Dividend Distribution Policy.

9) DIVIDEND DISTRIBUTION POLICY

Pursuant to the requirements of Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (''Listing Regulations’), the Dividend Distribution Policy of the Company is available on the Company’s website at httpy/www.tajgvk.in/i/dividend-distribution-policypdf.

10) BORROWINGS / INDEBTNESS

The total long term borrowings of the company stood at Rs.99.72 crores for the year ended March 31, 2023 as compared to Rs.r70.i9 crores as at March 31, 2022. During the financial year under review, the company repaid Rs.70.47 crores.

During the year company prepaid the entire balance outstanding of Rs.19.15 crores of term loan availed from AXIS Bank Limited. The total repayment during financial year 2023-24 is Rs. 29.14 crores.

11) CREDIT RATING

During the year under review, your Company’s credit ratings are as below:

ICRA	Long term rating - [ICRA] A- (A Minus) and Short Term Rating [ICRA] A2 by ICRA Ltd
India ratings	IND A / Stable (ECLGS loans and Term loan for Bengaluru Hotel Project)

12) PUBLIC DEPOSITS

During the year under review, the Company has not accepted or renewed any amount falling within the purview of provisions of Section 73 of the Companies Act 2013 ("the Act”) read with the Companies (Acceptance of Deposit) Rules, 2014. Hence, the requirement for furnishing of details relating to deposits covered under Chapter V of the Act or the details of deposits which are not in compliance with the Chapter V of the Act is not applicable.

13) PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013

The company has not given any Loans / Guarantees and not made any Investments during the FY 2022-23, as required under the provisions of section 186 of the Companies Act, 2013 read with Companies (Meetings of Board and its Powers) Rules, 2014, the disclosure in the prescribed format is annexed as Annexure-2.

14) RELATED PARTY TRANSACTIONS

To comply with the provisions of Section 188 of the Act and Rules made thereunder read with Regulation 23 of SEBI (LODR) Regulations, your Company took necessary prior approval of the Audit Committee before entering into related party transactions. All contracts / arrangements / transactions entered into by the Company during the Financial Year 2022-23 with related parties, as defined under the Act and SEBI (LODR) Regulations were in the ordinary course of business and on arm’s length basis.

During the year under review, your Company had not entered into any contract/ arrangement/ transaction with related parties which could be considered material in accordance with the Policy of the Company for Related Party Transactions.

None of the transactions with any of the related parties were in conflict with the interest of the Company rather, these were synchronized and synergized with the Company’s operations. Attention of Members is drawn to the disclosure of transactions with the related parties set out in Note No. 29 of the Standalone Financial Statements, forming part of the Annual Report.

Your Company has framed a Policy on Related Party Transactions in accordance with the Act and SEBI (LODR) Regulations. The Policy intends to ensure that proper reporting, approval and disclosure processes are in place for all transactions between the Company and related parties. The policy is uploaded on website of the Company at http://www. tajgvk.in/i/Policy-on-Related-Party-Transactions.pdf.

Pursuant to Regulation 23(9) of SEBI (LODR) Regulations, related party transactions are reported to the Stock Exchanges on a half yearly basis.

Since all transactions which were entered into during the Financial Year 2022-23 were on arm’s length basis and in the ordinary course of business and there was no material related party transaction entered by the Company during the Financial Year 2022-23 as per Policy on Related Party Transactions, hence no detail is required to be provided in Form AOC-2 prescribed under Clause (h) of Subsection (3) of Section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014.

15) BENGALURU HOTEL PROJECT

The Company has been allotted around 7.5 acres land in Yellahanka, Bengaluru for the hotel project. You company received the final building approval from KIADB during December 2021. With this approval, all requisite approvals viz Fire Approval, Environmental Clearance, Pollution Control Board approval, Height Clearance from Airports Authority of India, Ministry of Defense Clearance, HAL height clearance were received by the company. This Hotel project consists of 253 rooms and the project cost estimate is around Rs.326 crores.

During the year the company has tied up the financial assistance from Federal Bank of Rs.200 crores to part finance the Hotel Project. The Company also received approval from KIADB for mortgage of lease hold rights to Lender. During the year the company has finalized the civil contractor to undertake the Civil works and the work is progressing as planned. The Company also finalized the Mock-up room designs.

16) HOTEL RENOVATION / REFURBISHMENTS TAJ KRISHNA

The Company has taken up the phased refurbishments works of Guest Rooms and during the financial year under review, the company completed the renovation / refurbishment and renovated around 26 Guest Rooms and 2 Suite Rooms works in the 6 floor in Taj Krishna.

TAJ DECCAN

The Company has taken up the phased refurbishments and the renovation of 10 Corridor facing Guest rooms each in 1st and 2nd floor and entire 54 rooms in 3rd floor of Taj Deccan during 3rd week of February, 2023. The Company also taken up the refurbishment of All Day Dining Restaurant, Specialty Restaurant and BAR. We expect the entire works to be completed in 3rd quarter of financial year 2023-24.

17) STATUS ON TAJ BANJARA LICENSE AGREEMENT

Your company could not renew the Taj Banjara License agreement with Hotel Banjara Limited (HBL) as the terms of Renewal could not be finalized and agreed between the parties. The Company shall handover the Hotel back to HBL as per the terms of license agreement shortly.

18) MEETINGS OF THE BOARD OF DIRECTORS

During the year, Five Board Meetings were held, the details of which are given the Corporate Governance Report. The intervening gap between the meetings was within the period prescribed under the Act, Secretarial Standards - 1 (SS-l) issued by the Institute of Company Secretaries of India and Listing Regulations.

19) DIRECTORS Re-appointments:

In accordance with the provisions of Section 152 of the Act and in terms of the Articles of Association of the Company, Dr GVK Reddy (DIN:00005212) and Mr. Krishna R Bhupal (DIN:00005442) Non-Executive & Non-Independent Directors are liable to retire by rotation at the ensuing AGM and being eligible, offered themselves for re-appointment. The Board of Directors, on the recommendation of Nomination and Remuneration Committee, recommended their re-appointment. Relevant resolutions seeking shareholders approval forms part of the Notice.

Appointment:

The Board at its meeting held on 08.11.2022 appointed Mr. Ashish Seth (DIN:03220739) as the Additional Director and he shall hold office upto the date of ensuing AGM. Your Company is in receipt of notice under section 160 of the Act, from a Shareholder proposing his candidature for appointment as Director, liable to retire by rotation under the category of Non-Executive & Non-Independent Director of the Company. The Board on the recommendation of Nomination and Remuneration Committee, recommended his appointment as Director liable to retire by rotation.

The Board at its meeting held on 31.03.2023 appointed Mr. Prabhat Verma (DIN:06548864) as the Additional Director and he shall hold office upto the date of ensuing AGM. Your Company is in receipt of notice under section 160 of the Act, from a Shareholder proposing his candidature for appointment as Director, liable to retire by rotation under the category of Non-Executive & Non-Independent Director of the Company. The Board on the recommendation of Nomination and Remuneration Committee, recommended his appointment as Director liable to retire by rotation.

Mr. M B N Rao, Non-Executive Independent Director, has attained 75 years of age during the 2nd term of his appointment as Independent Director. As per Regulation 17(1 A) of SEBI (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2018, the company is required to obtain the approval of Members by way of Special Resolution to continue the directorship of any Non-Executive Director, who has attained the age of 75 years. In order to continue the directorship of Mr. M B N Rao, Non-Executive Independent Director, the Board of Director at their meeting held on 09.08.2023 recommended to obtain approval of Members by way of Special Resolution.

Resignation:

During the year Mr. Rajeshkumar Harshadrai Parekh (DIN: 01942405) has resigned from the Board on 30.06.2022 and Mr. Puneet Chhatwal (DIN:07624616) has resigned from the Board on 02.02.2023. The Board of Directors have taken on record their valuable contributions / guidance during their tenure as Directors of the company.

During the year under review, the Non-Executive Directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees and reimbursement of expenses, if any incurred by them for the purpose of attending meetings of the Board /Committee of the Company. The Company is proposing to pay remuneration by way of commission for the financial year 2022-23 to all the Independent Directors subject to the approval of members at the ensuing Annual General Meeting.

20) KEY MANAGERIAL PERSONNEL (KMP)

Pursuant to provisions of section 203 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Key Managerial Personnel of the Company as on March 31, 2023 are as follows :

Mrs. G Indira Krishna Reddy, Managing Director,

Mrs Shalini Bhupal, Joint Managing Director Mr.J Srinivasa Murthy, CFO & Company Secretary

21) PERFORMANCE EVALUATION CRITERIA FOR DIRECTORS

Pursuant to the provisions of the Companies Act, 2013 read with Regulation 17 (10) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Director has carried out Performance Evaluation of Directors individually including the Independent Directors, Board as a whole and as well as the evaluation of the working of its Committees namely Audit Committee, Nomination & Remuneration Committee, Stakeholder Relationship Committee, Risk Management Committee and Corporate Social Responsibility Committee.

Further, to comply with Regulation 25(4) of SEBI (LODR) Regulations, in a separate meeting of Independent Directors, performance of non-independent directors, performance of the Board as a whole and performance of the Chairman was evaluated. The same was discussed in the Board meeting at which the performance of the Board, its committees and individual directors was also discussed. Performance evaluation of independent directors was done by the entire Board, excluding the independent director being evaluated.

The Chairman of the Board and the Nomination and Remuneration Committee reviewed the performance of the individual directors on the basis of the criteria approved by the Board. Each Committee and the Board expressed satisfaction on the performance of each Director.

22) MEETING OF INDEPENDENT DIRECTORS

A separate meeting of Independent Directors as required under the Schedule IV of the Companies Act, 2013 was held on March 30, 2023, without presence of Executive Directors. Such meeting was conducted to review and evaluate a) the performance of Non-Independent Directors and the Board as a whole, (b) the performance of the Chairperson of the company, taking into account the views of Executive Directors and Non-Executive Directors and (c) assess the quality, quantity and timeliness of flow of information between the company management and the Board that is necessary for the Board to effectively and reasonably perform their duties. The Independent Directors expressed their satisfaction with the performance of Non-Independent Directors and the Board as a whole and the Chairman of the Independent Directors meeting briefed the outcome of the meeting to the Chairman of the Board.

The Independent Directors expressed satisfaction with the overall performance of the Directors and the Board as a whole.

23) INDEPENDENT DIRECTORS DECLARATION

The Company has received declarations from all Independent Directors that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 (the Act) and the Listing Regulations.

Pursuant to the provisions of Section 149 of the Act, the Independent Directors have submitted declarations that each of them meet the criteria of Independence as provided in Section 149(6) of the Act along with Rules framed thereunder and Regulation 16(1)(b) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (''SEBI Listing Regulations''). In terms of Regulation 25(8) of SEBI Listing Regulations they have confirmed that they are not aware of any circumstances or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgement and without any external influence. The Board of Directors of the Company has taken on record the declaration and confirmation submitted by the Independent Directors after undertaking due assessment of the veracity of the same. There has been no change in the circumstances affecting their status as Independent Directors of the Company.

The Independent Directors of the Company have confirmed that they have registered names in the data bank of Independent Directors maintained with the Indian Institute of Corporate affairs in terms of Section 150 of the Act read with Rule 6 of the Companies (Appointment & Qualification of Directors) Rules, 2014.

24) POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION AND OTHER DETAILS

The Company policy on Director Appointment and Remuneration and other matters provided in the section 178(3) of the Companies Act, 2013 has been disclosed in Corporate Governance Report, which is part of the report and is also available on http://www.tajgvk.in/i/nomination-and-remuneration-policy.pdf.

25) BOARD AND COMMITTEES OF THE BOARD

As on the date of approval of Directors’ Report, following are the Committees of Board of Directors of the Company constituted under Companies Act, 2013 and applicable of SEBI (LODR) Regulations.

a. Audit Committee

b. Nomination and Remuneration Committee

c. Corporate Social Responsibility Committee

d. Risk Management Committee

e. Stakeholders’ Relationship Committee

During the year under review, all recommendations of the Committees were approved by the Board. The number of meetings of the Board and various Committees of the Board including composition are set out in the Corporate Governance Report which forms part of this report. The intervening gap between the meetings was within the period prescribed under the provisions of Section 173 of the Act and SEBI (LODR) Regulations.

26) REMUNERATION POLICY

To comply with the provisions of Section 178 of the Act and Rules made thereunder and Regulation 19 of SEBI (LODR) Regulations, the Company’s Remuneration Policy for Directors, Key Managerial Personnel (KMP), Senior Management and other Employees of the Company is uploaded on website of the Company at http://www.tajgvk.in/i/nomination-and-remuneration-policy.pdf. The Policy includes, interalia, the criteria for appointment and remuneration of Directors, KMPs, Senior Management Personnel and other employees of the Company.

27) RISK MANAGEMENT COMMITTEE

Your Company has implemented a mechanism for risk management and formulated a Risk Management Policy. The policy provides for the creation of a risk register, identification of risks and formulating mitigation plans. Your Company has also constituted a Risk Management Committee, details of which are disclosed in the Corporate Governance Report. As per the governance process described in the Policy, the Risk Management Committee reviews the risk identification, risk assessment and minimisation procedures on quarterly basis and updates the Audit Committee and the Board periodically.

The key risks impacting the Company are discussed in the Management Discussion and Analysis section forming part of this Report.

28) CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Corporate Social Responsibility (CSR) Committee had formulated and recommended to the Board, Corporate Social Responsibility Policy indicating the activities to be undertaken by the Company, monitoring the implementation of framework of the CSR Policy and recommending the amount to be spent on CSR Activities. The CSR Policy of the Company is under modification in pursuant of the Companies (Corporate Social Responsibility Policy) Amendment Rules, 2021 and the revised policy was recommended by the CSR Committee and approved by the Board and the same can be accessed on the Company’s website at http://www.tajgvk.in/i/CSR-Policy-2014-15.pdf

The Annual Report on CSR activities in terms of the requirements of Companies (Corporate Social Responsibility Policy) Rules, 2014 is enclosed as Annexure-3.

29) STATUTORY AUDITORS

Previous year, M/s.M. Bhaskara Rao & Co., Chartered Accountants (Firm Registration No.000459S) were re-appointed as Statutory Auditors of the Company for a second term of Five (5) years, to hold office from the conclusion of the 27th AGM held in the year 2022, until the conclusion of the 32nd AGM to be held in the year 2027.

Auditors Report

The Statutory Auditors have issued unmodified opinion in their Consolidated and Standalone Auditor’s Report for the financial year ended March 31, 2023 and there are no qualifications, reservations or adverse remarks in the Auditor’s Report.

30) INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The scope and authority of the Internal Auditor is well defined in the company. To maintain its objectivity and independence, the Internal Auditor reports to the Chairman of the Audit Committee of the Board.

The Internal Auditor monitors and evaluates the efficacy and adequacy of internal control systems in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company. Based on the report of Internal Auditor, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and corrective actions suggested are presented to the Audit Committee of the Board.

31) INTERNAL AUDITORS

The Board of Directors of the Company have appointed M/s. Protiviti India Member Pvt Ltd, and M/s. PKF Sridhar & Santhanam LLP as Internal Auditors to conduct Internal Audit of the Company Hotels for the Financial Year 2022-23 and the Internal Auditors have presented the observations to the Audit Committee at their meeting held on 19.05.2023.

32) REPORT ON THE INTERNAL FINANCIAL CONTROLS

Internal Financial Controls are an integrated part of the risk management process, addressing financial and financial reporting risks. The internal financial controls have been documented, digitised and embedded in the business processes. Assurance on the effectiveness of internal financial controls is obtained through management reviews, control selfassessment, continuous monitoring by functional experts as well as testing of the internal financial control systems by the internal auditors during the course of their audits. We believe that these systems provide reasonable assurance that our internal financial controls are designed effectively and are operating as intended. The statutory auditors of the company have tested the financial controls and they have not found any adverse/ non-compliance of the control mechanisms.

33) SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Directors have appointed M/s. Narender & Associates, Practicing Company Secretaries, (Certificate of Practice No.5024), Hyderabad to undertake the Secretarial Audit of your Company for the financial year 2022-23.

The Secretarial Audit Report does not contain any qualifications, reservation or adverse remarks. The Report in Form MR-3 is enclosed as Annexure-4.

In addition to the above, a Report on Annual Secretarial Compliance for the year ended 31st March, 2023 has been submitted by M/s. Narender & Associates, Practicing Company Secretaries, (Certificate of Practice No.5024), Hyderabad. There are no observations, reservations, qualifications, adverse remark or disclaimer in the said Report. The Secretarial Compliance Report is annexe as Annexure-5.

34) REPORTING OF FRAUD BY AUDITORS

During the year under review, the Statutory Auditors and Secretarial Auditors have not reported any instances of frauds committed in the Company by its Officers or Employees to the Audit Committee under section 143(12) of the Act.

35) COMPLIANCE WITH SECRETARIAL STANDARDS

The Company has complied with Secretarial Standards issued by the Institute of Company Secretaries of India.

36) INSURANCE

All properties and insurable interests of the Company including building, plant and machinery and stocks have been fully insured.

37) CHANGE IN THE NATURE OF BUSINESS

There is no change in the nature of business of the Company.

38) THE DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS

There were no instances of non-compliance by the company and no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Company’s operations in future.

39) MATERIAL CHANG ES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There are no material changes and commitments in the business operations of the company for the financial year ended 31st March, 2023 and also to the date of signing of the Director’s Report.

40) DIRECTORS’ responsibility statement

The financial statements are prepared in accordance with Indian Accounting Standards (Ind AS), the provisions of the Act (to the extent notified) and guidelines issued by SEBI. Pursuant to the requirement under Section 134 of the Companies Act, 2013, with respect to the Directors’ Responsibility Statement, the Board of Directors of the Company hereby confirms:

a. In the preparation of the annual accounts, the applicable accounting standards (Ind AS) had been followed and that no material departures have been made from the same.

b. They have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year i.e. March 31, 2023 and of the profit of the Company for that period.

c. They have 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 the Company and for preventing and detecting fraud and other irregularities.

d. That the Directors have prepared the Annual Accounts for the Financial Year ended March 31, 2023 on a going concern basis.

e. They have laid down internal financial controls for the company and such internal financial controls are adequate and were operating efficiently, and

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

41) INFORMATION TO BE FURNISHED UNDER RULE 5(1) OF COMPANEIS (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

Disclosure of information under Rule 5(1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in the Director’s Report is Annexed to this Report.

42) STATEMENT UNDER RULE 5(2) OF COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

There are no employees drawing remuneration of more than Rs.102 lakhs or drawing remuneration of Rs.8.50 lakhs per month if employed part of the year as required under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014. The remuneration i.e. salary and Performance Bonus of Mr. J. Srinivasa Murthy, CFO and Company Secretary crossed Rs. 102 lakhs per year and the remuneration details forms part of the Directors Report.

43) PARTICULARS OF EMPLOYEES

The information required under Section 197 of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is appended as Annexure to this report.

The statement containing names of top ten employees in terms of remuneration drawn and the particulars of employees as required under Section 197(12) of the Act read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in a separate Annexure forming part of this report. Further, the report and the accounts are being sent to the Members excluding the aforesaid Annexure. In terms of Section 136 of the Act, the said annexure is open for inspection and any Member interested in obtaining a copy of the same may write to the Company.

During the Financial Year, Retirement Age of all permanent employees of the Company has been increased from 58 years to 60 years. To retain, motivate and promote talent and to ensure long term sustainability of talented managerial persons and create competitive advantage.

44) VIGIL MECHANISM

Your Company’s Vigil Mechanism provides a formal mechanism to the Directors and Employees to report their concerns about unethical behavior, actual or suspected fraud or violation of the Company’s Code of Conduct or ethics policy. The policy provides for adequate safeguards against victimization of Directors and Employees who avail of the mechanism and also have provided them direct access to the Chairman of the Audit Committee. It is affirmed that no personnel of the Company has been denied access to the Audit Committee. The said policy is available on the Company’s website at http://www.tajgvk.in/i/Vigil-Mechanism-Policy.pdf under corporate policies.

45) EXTRACTS OF ANNUAL RETURN

As required by Section 92(3) of the Act read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014, extract of the Annual Return for the Financial Year 2022-23 is enclosed as Annexure-6 in the prescribed Form MGT-9, which is a part of this report. The same is available on the Company’s website at http://www.tajgvk.in/i/Annual-Return-MGT-9-2022-23.pdf.

46) VALUATION

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

47) DISCLOSURE REQUIREMENTS:

As per SEBI Listing Regulations, the Corporate Governance Report along with the Auditors’ Certificate thereon, and the Management Discussion and Analysis are attached, which forms part of this report. As per Regulation 34 of the SEBI Listing Regulations, a Business Responsibility and Sustainability Report is attached and is a part of this Annual Report. Your Company has formulated and adopted a Dividend Distribution Policy as envisaged under Regulation 43A of the SEBI (Listing Obligations and Disclosures) Regulations, 2015 as part of its corporate governance practices.

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

48) PROCEEDINGS UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016

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

49) COST AUDITORS:

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

50) PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

The Company has always believed in providing a safe and harassment-free workplace for every individual working in the Company. The Company has complied with the applicable provisions of the POSH Act, and the rules framed thereunder, including constitution of the Internal Complaints Committee. The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of the POSH Act and the same is available on the Company’s website at http://www.tajgvk.in/i/TAJGVK-POSH-Policy.pdf.

The following is a summary of sexual harassment complaints received and disposed off during the year 2022-23: Number of complaints received : Nil Number of complaints dispose off : Nil

51) OTHER INFORMATIONi) MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion & Analysis Report for the year under review, as stipulated under Regulation 34(2)(e) of SEBI (LODR) Regulations, forms part of the Annual Report.

ii) BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

Pursuant to Regulation 34(2) (f) of the SEBI Listing Regulations and its Circular dated May 10, 2021, SEBI has made Business Responsibility & Sustainability Report (BRSR) mandatory for the top 1,000 listed companies (by market capitalisation) from FY 2022-23. TAJGVK falls within this category and has adopted the BRSR for FY 2022-23. The BRSR disclosures form a part of this report as Annexure-7. The same is available on the Company’s website at http://www. tajgvk.in/i/Annual-Report/BRSR2022-23.pdf.

iii) CORPORATE GOVERNANCE

Your Company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance requirements set out by Securities and Exchange Board of India. The report on Corporate Governance as stipulated under the SEBI (LODR) Regulations is attached to this report. The certificate from M/s. Narender & Associates, Company Secretaries confirming compliance with the conditions of corporate governance is also attached to the Corporate Governance Report.

iv) ECONOMY AND MARKETS

Economy and markets for the year under review is given in the Management Discussion and Analysis Report. The Audit Committee of the Company reviewed the Consolidated and Standalone Financial statements for the year under review at its meeting held on 19th May, 2023 and recommended the same for the approval of the Board of Directors.

v) HUMAN RESOURCES

Your Company operating in a competitive and dynamic environment places great importance in the overall training and development of its employees, who make the decisive difference in the hotel industry.

Your Company understands the importance of having the right people with right skills, to deliver the strong and exceptional service and also requisite expertise, which is the basis of our relationships with the guests.

To deliver that service and expertise, we are continuously improving our talent pool and are committed to training and educating the future generation.

vi) LEARNING AND DEVELOPMENT

The employees are encouraged to develop and manage their careers and this is facilitated by providing relevant Job training and where appropriate, the Company encourages to fill vacancies with existing staff, when the employees are suitably qualified and experienced.

The Company is committed to improve employee engagement and learning more about the needs of our employees. In addition to our training and development programme, the Company also communicate frequently with the employees and value highly the commitment of the employees and recognize the important role, the communication has in festering the good working relationships.

The Company also ensure that employees are informed on matters relating to their employment and on financial and economic factors affecting the company’s business. At this same time we also seek feedback and Ideas from employees to improve our operations.

The total strength of employees of your Company for the year under review was about 1426 which includes 382 permanent employees and 1044 contractual employees on FTC and outsourced.

vii) QUALITY

Your Company’s Hotel properties at Hyderabad, Chandigarh & Chennai are certified by Food Safety and Standards Authority of India (FSSAI) for the desired norms in F&B operations and also TAJ Krishna, Hyderabad certified and assessed as meeting Gold Certification requirements of the Earth Check Standards during the year under review.

viii) LISTING

The Equity Shares of your Company are listed on Bombay Stock Exchange Limited (Scrip Code: 532390) and National Stock Exchange of India Limited (Scrip Code: TAJGVK). It may be noted that there are no payments outstanding to the Stock Exchanges by way of Listing Fees. The company has paid the listing fee for the financial year 2023-24.

52) DISCLOSURE OF INFORMATION AS REQUIRED UNDER SECTION I34(3)(m) OF THE COMPANIES ACT, 2013 (ACT) READ WITH THE COMPANIES (ACCOUNTS) RULES, 2014(I) CONSERVATION OF ENERGY

The Company continued to focus on energy conservation measures during the year. Measures include replacement of incandescent lights with low power consumption LED lights, compact fluorescent and IR lights, installation of solar films to reduce heat loads. Besides these, operational measures were continued to reduce energy consumption by regulating chiller set points according to ambient temperatures, minimizing steam consumption by optimizing steam utilization in kitchens and laundries.

Some of the actions planned for next year include replacement of energy intensive pumps with high efficiency pumping systems, replacement of energy intensive fans with energy efficient fans and the increased use of Secondary Treatment Plant water for cooling towers. Operational measures include close monitoring and control of energy consumption and frequent energy audits by the hotel Engineering Department.

Your Company remains focused on giving importance towards conservation of energy, which results in savings in consumption of electricity, a significant component of the energy cost, in an ongoing process.

(II) TECHNOLOGY ABSORPTION

The Company continues to absorb and upgrade modern technologies and advanced hotel management techniques in various guest contact areas, which includes wireless internet connectivity in all the hotels.

(III) FOREIGN EXCHANGE EARNINGS AND OUTGO

As required under Section 134(3) (m) of the Companies Act, 2013, read with Rule 2 of the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, the information relating to foreign exchange earnings and outgo is given hereunder.

(Rs. In lakhs)
Particulars	March 31, 2023	March 31, 2022
Earned	2943.39	1625.45
Used	458.22	148.44

53) ACKNOWLEDGEMENTS

Your Directors would like to express their grateful appreciation for the assistance and cooperation received from customers, bankers, suppliers, shareholders, Central and State Governments, other statutory authorities and others associated with the Company. Your directors also wish to place on record their deep sense of appreciation for the excellent contribution made by employees at all levels, during the year under review.

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Mar 31, 2019

DIRECTORS’ REPORT

Dear Shareholders,

The Directors have pleasure in presenting the Twenty Fourth Annual Report of the Company together with the Consolidated and Standalone Audited Accounts for the year ended 31st March, 2019.

FINANCIAL RESULTS

The performance of the Company for the financial year ended 31st March, 2019 is as below:

(Rs. In Crores)

	Standalone		Consolidated
Particulars	2018-19	2017-18	2018-19	2017-18
Total Revenue	324.09	290.88	324.09	290.88
Operating expenses	247.68	216.82	247.60	216.82
Depreciation	16.70	17.27	16.70	17.27
Finance cost	21.58	24.97	21.58	24.97
Profit Before Tax	38.13	32.20	38.05	32.20
Tax expense:
Current tax	12.37	7.40	12.37	7.40
Deferred tax	1.03	3.61	1.03	3.61
Short provision of tax of earlier years	0.41	-	0.41	-
Profit After Tax	24.32	21.19	24.24	21.19
Total Comprehensive Income for the year	24.24	21.19	27.11	20.57
Share of profit / (loss) from joint venture	-	-	2.88	(0.62)
Profit brought forward from previous year	231.18	212.93	219.61	201.98
Profit available for appropriation	255.42	234.12	246.73	222.55
Less: Dividend paid	3.76	2.51	3.76	2.51
Less: Dividend tax	0.66	0.43	0.66	0.43
Profit carried forward to Balance Sheet	251.00	231.18	242.31	219.61
Earnings per share (Rs.)	3.87	3.38	4.32	3.28

COMPANY’S PERFORMANCE

The total income for the year ended 31st March, 2019 increased by Rs.33.21 crores or 11% to Rs.324.09 crores, within the total income the Room Revenue increased by 8.50% mainly on account of improved Average Room Revenue (ARR) and occupancies. Food & Beverages (F&B) increased by 9.50% over the last year aided by growth in Banqueting Income. The Company could achieve higher Room and F&B Income for the year under review, due to buoyancy in the markets, where the Company Hotels are located mainly aided by higher occupancy and improved Banqueting business.

The occupancy increased from 63% to 66% and REVPAR also increased from Rs.3281 to Rs.3573.

DEPRECIATION AND FINANCE COSTS

Depreciation for the year was lower at Rs.16.75 crores as compared to Rs.17.27 crores for the previous year.

Finance costs for the year ended 31st March, 2019 was Rs.21.58 crores, which is lower by Rs.3.39 crores than previous year, on account of repayment of term loans, reduction in interest costs of the term loan and better working capital management.

TRANSFER OF AMOUNT TO RESERVES

The company does not propose to transfer any amount to reserves.

DIVIDEND

The Board of Directors are pleased to declare a dividend of Rs.0.60 (Rupees Sixty Paisa) per equity share of Rs.2/- each (i.e. 30%) for the Financial Year 2018-19. The total dividend distribution for the financial year amounts to Rs.376 lakhs plus Dividend Distribution Tax of Rs.66 lakhs. The total dividend payout shall be 18% of Profit After Tax (PAT) for the year.

The Dividend subject to approval of the Members at the Annual General Meeting on 25th July, 2019 will be paid on or after 29th July, 2019 to the Members whose names appear in the Register of Members as on the date of Book closure i.e., 18th July, 2019 to 25th July, 2019 (both days inclusive).

FINANCIAL RESULTS OF JOINT VENTURE (JV) COMPANY

The performance of Green Woods Palaces and Resorts Private Limited, the JV Company for the financial year ended 31st March, 2019 is as below :

(Rs. In Crores)

Particulars	2018-19	2017-18
Total Revenue	137.81	122.73
Operating expenses	80.97	74.30
Depreciation	25.17	25.66
Finance cost	23.67	25.92
Profit / (Loss) Before Tax	8.00	(3.15)
Tax expense:
Current tax	-	-
Deferred tax	2.12	(1.89)
Short provision of tax of earlier years	-	-
Profit / (Loss) After Tax	5.88	(1.26)
Earnings per share (Rs.)	0.78	(0.17)

CONSOLIDATED FINANCIAL PERFORMANCE

As required under the Listing Agreement entered into with the Stock Exchanges, a consolidated financial statement of the Company which includes Green Woods Palaces and Resorts Private Limited (the JV Company) is attached. The consolidated financial statements have been prepared in accordance with the relevant accounting standards as prescribed under section 133 of the Companies Act, 2013 read with Rule 7 of the Companies (Accounts) Rules, 2014 and the Companies (Indian Accounting Standards) Rule, 2015 (as amended). The Company consolidated the proportional Profit after tax /( Loss after Tax) in accordance with Accounting Standards of Ind AS 110 read with Ind AS 28.

BORROWINGS / INDEBTNESS

The total long term borrowings of the company stood at Rs197.88 crores for the year ended 31st March, 2019 as compared to Rs.228.60 crores as at 31st March, 2018. During the financial year under review, the company repaid Rs30.72 crores.

BENGALURU HOTEL PROJECT

The Company has been allotted around 7.5 acres land in Yellahanka, Bengaluru for the hotel project. The construction of 2 bridge(s) across the land abutting Company land to connect to the National Highway is completed. During the year under review, the Company has completed the construction of compound wall to secure the site and also completed the rejuvenation of lake in front of the site as per the terms of MOU signed with Bengaluru Development Authority (BDA). Recently Hon’ble Supreme Court has set aside the Hon’ble National Green Tribunal ( NGT) order banning construction activity within 75 meters from the lake bed. On account of this favorable Judgment, the company is now planning to build around 250 rooms luxury hotel. The hotel building plans are under evaluation and the company is planning to submit the drawings shortly to government authorities.

HOTEL RENOVATION / REFURBISHMENTS :

TAJ KRISHNA

The Company has taken up the phased refurbishments works of Guest Rooms and during the financial year under review, the company completed the renovation/ refurbishment of 3 floors and also completed the renovation of Restaurants. The company is taking up renovation of 2 more floors during the financial year 2019-20.

TAJ DECCAN

The Company has taken up the phased refurbishments of Guest Rooms in TAJ Deccan and the mock-up construction in TAJ Deccan Rooms is underway and after receipt of mock-up approval, the renovation of 72 rooms will be taken up during Financial year 2019-20.

MEETINGS OF THE BOARD OF DIRECTORS

Five meetings of the Board of Directors were held during the year. Dates of the meetings are given in the Report on Corporate Governance.

DIRECTORS

Re-appointments

In accordance with the provisions of Companies Act, 2013 read with the Articles of Association of the Company, Dr.GVK Reddy and Mr. Krishna R Bhupal, Promoter Directors, retire by rotation and being eligible offered themselves for re-appointment.

Resignation/Cessation of office of Director

During the year Mrs. Santha Kunnenkeril John (DIN:00848172), has vacated the office of Director in the Company with effect from

01.02.2019 pursuant to provisions of section 167(1) of the Companies Act, 2013. The Board of Directors took the same on record. The Board of Directors placed on record its appreciation for the services rendered by her during the tenure as Director of company.

Mr. C D Arha (DIN:02226619) Non-Executive Independent Director of the Company completed his term of 5 years as Independent Director on 31.03.2019 and the Board of Directors placed on record its appreciation for the services rendered during his tenure as Director of the company.

Mr. A Rajasekhar (DIN:01235041), Non-Executive Independent Director of the Company completed his term of 5 years on 31.03.2019. The company proposes to re-appoint him for another term of 5 years and based on the recommendation of the Nomination and Remuneration Committee and Board of Directors appointed and recommends, the re-appointment of Mr. A Rajasekhar as Independent Director of the company by passing a special resolution.

Appointments

In order to comply with the SEBI (Listing Obligations and Disclosure Requirements) Regulations on Board composition of Promoter Directors and Independent Directors, the Board appointed Mr. A. Rajasekhar, Mr. N Sandeep Reddy and Mr. N Anil Kumar Reddy were appointed as an Additional Directors (Independent Directors) of the Company w.e.f. 15.05.2019 at their meeting held on 15.05.2019 under Section 161 of the Companies Act, 2013. The appointment is subject to the approval of the shareholders at the ensuing Annual General Meeting.

The Company also received i) consent in writing to act as a Directors in Form DIR-2 pursuant to Rule 8 of the Companies (Appointment & Qualification of Directors) Rules, 2014; ii) intimation in Form DIR-8 pursuant to terms of the Companies (Appointment & Qualification of Directors) Rules, 2014, to the effect that they are not disqualified as per Section 164(2) of the Companies Act, 2013; and iii) a declaration to the effect that he meets the criteria of independence as provided under Section 149 of the Companies Act, 2013.

Mr. A.Rajasekhar, Mr. N Sandeep Reddy and Mr. N Anil Kumar Reddy, Independent Directors shall hold office for a term of 5 years i.e.

15.05.2019 to 14.05.2024.

Key Managerial Personnel (KMP)

Pursuant to the provisions of Section 203 of the Act, the Key Managerial Personnel of the Company as on March 31, 2019 are: Mrs. G Indira Krishna Reddy, Managing Director and Mr. J Srinivasa Murthy, CFO & Company Secretary of the Company.

PERFORMANCE EVALUATION CRITERIA FOR DIRECTORS

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations), the Board has carried out an Annual Evlauation of its own performance, Board Committees and Individual Directors.

The performance of the Board was evaluated by the Board after seeking inputs from all the directors on the basis of the criteria such as the Board composition and structure, effectiveness of Board processes, information and functioning, etc.

The performance of the Committees was evaluated by the Board after seeking inputs from the Committee Members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings, etc. Performance evaluation of independent directors was done by the entire Board, excluding the Independent Director being evaluated.

In a separate meeting of independent Directors, performance of Non-Independent Directors, the Board as a whole and the Chairman of the Company and Whole time Directors was evaluated.

The Chairman of the Board and the Nomination and Remuneration Committee reviewed the performance of the individual directors on the basis of the criteria approved by the Board. Each Committee and the Board expressed satisfaction on the performance of each Director.

INDEPENDENT DIRECTORS DECLARATION

The Company has received declarations from all Independent Directors that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 (the Act) and the Listing Regulations.

MEETING OF INDEPENDENT DIRECTORS

A separate meeting of Independent Directors as required under the Schedule IV of the Companies Act, 2013 was held on 15th March, 2019, without presence of Executive Directors. Such meeting was conducted to review and evaluate a) the performance of Non-Independent Directors and the Board as a whole, (b) the performance of the Chairperson of the company, taking into account the views of Executive Directors and Non-Executive Directors and (c) assess the quality, quantity and timeliness of flow of information between the company management and the Board that is necessary for the Board to effectively and reasonably perform their duties. The Independent Directors expressed their satisfaction with the performance of Non-Independent Directors and the Board as a whole and the Chairman of the Independent Directors meeting briefed the outcome of the meeting to the Chairman of the Board.

The Independent Directors expressed satisfaction with the overall performance of the Directors and the Board as a whole.

SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Directors have appointed M/s. Narender & Associates, Practicing Company Secretaries, (Certificate of Practice No.5024), Hyderabad to undertake the Secretarial Audit of your Company for the financial year 2018-19.

The Secretarial Audit Report does not contain any qualifications, reservation or adverse remarks. The Report in Form MR-3 is enclosed as Annexure-1.

AUDIT COMMITTEE

Details pertaining to composition of the Audit Committee are included in the Report on Corporate Governance. All the recommendations made by the Audit Committee were accepted by the Board.

There is no such incidence where Board has not accepted the recommendation of the Audit Committee during the year under review.

STATUTORY AUDITORS

M/s.M. Bhaskara Rao & Co., Chartered Accountants (Firm Registration No.000459S) were appointed as Statutory Auditors of your Company to hold office from the conclusion of the 22nd AGM held in the year 2017, until the conclusion of the 27th AGM to be held in the year 2022.

Accordingly, M/s.M. Bhaskara Rao & Co, Chartered Accountants, Statutory Auditors of the Company will continue till the conclusion of Annual General Meeting to be held in 2022. In this regard, the Company has received a Certificate from the Auditors to the effect that their continuation as Statutory Auditors, would be in accordance with the provisions of Section 141 of the Companies Act, 2013.

Auditors Report

The Statutory Auditors have issued unmodified opinion in their Consolidated and Standalone Auditor’s Report for the financial year ended 31st March, 2019 and there are no qualifications, reservations or adverse remarks in the Auditor’s Report.

INTERNAL AUDITORS

The Board of Directors of the Company have appointed M/s. Price Waterhouse & Co., as Internal Auditors to conduct Internal Audit of the Company for the Financial Year 2018-19 and the Internal Auditors have presented the observations to the Audit Committee at their meeting held on 15.05.2019.

PUBLIC DEPOSITS

During the year under review, your company has neither invited nor accepted any deposits from the public.

INSURANCE

All properties and insurable interests of the Company including building, plant and machinery and stocks have been fully insured.

CHANGE IN THE NATURE OF BUSINESS

There is no change in the nature of business of the Company.

THE DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS

There were no instances of non-compliance by the company and no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Company’s operations in future.

MATERIAL CHANGES AND COMMITMENTS

There are no material changes and commitments in the business operations of the company for the financial year ended 31st March, 2019 to the date of signing of the Director’s Report.

INFORMATION TO BE FURNISHED UNDER RULE 5(1) OF COMPANEIS (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

Disclosure of information under Rule 5(1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in the Director’s Report is annexed to this Report.

STATEMENT UNDER Rule 5(2) of COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

There are no employees drawing remuneration of more than Rs.102 lakhs or drawing remuneration of Rs.8.50 lakhs per month if employed part of the year as required under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014.

REPORT ON THE INTERNAL FINANCIAL CONTROLS

Internal Financial Controls are an integrated part of the risk management process, addressing financial and financial reporting risks. The internal financial controls have been documented, digitized and embedded in the business processes. Assurance on the effectiveness of internal financial controls is obtained through management reviews, control self-assessment, continuous monitoring by functional experts as well as testing of the internal financial control systems by the internal auditors during the course of their audits. We believe that these systems provide reasonable assurance that our internal financial controls are designed effectively and are operating as intended.

The statutory auditors of the company have tested the financial controls and they have not found any adverse/ non-compliance of the control mechanisms.

DIRECTORS’ RESPONSIBILITY STATEMENT

The financial statements are prepared in accordance with Indian Accounting Standards (Ind AS), the provisions of the Act (to the extent notified) and guidelines issued by SEBI. Pursuant to the requirement under Section 134 of the Companies Act, 2013, with respect to the Directors’ Responsibility Statement, the Board of Directors of the Company hereby confirms:

a. In the preparation of the annual accounts, the applicable accounting standards (Ind AS) had been followed and that no material departures have been made from the same.

b. They have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year i.e. 31st March, 2019 and of the profit of the Company for that period.

c. They have 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 the Company and for preventing and detecting fraud and other irregularities.

d. that the Directors have prepared the Annual Accounts for the Financial Year ended 31st March, 2019 on a going concern basis.

e. They have laid down internal financial controls for the company and such internal financial controls are adequate and were operating efficiently, and

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

NOMINATION AND REMUNERATION COMMITTEE

Details pertaining to composition of the Audit Committee are included in the Report on Corporate Governance.

Brief description of terms of reference:

- Identifying persons who are qualified to become directors and

- Identifying persons who may be appointed as Key Managerial Personnel, senior management in accordance with the criteria laid down and recommend to the Board for their appointment and removal;

- Carry on the evaluation of every director’s performance;

- Formulation of the criteria for determining qualifications, positive attributes and independence of a director;

- Recommend to the Board a policy relating to the remuneration of the directors, key managerial personnel and other employees;

- Formulation of criteria for evaluation of Independent Directors and the Board;

- Devising a policy on Board diversity; and

- Any other matter as the Board may decide from time to time.

- The Brief Policy for Selection of Directors and determining Directors’ independence is annexed to this report.

NOMINATION AND REMUNERATION POLICY

The objectives of the Policy

1) To lay down criteria and terms and conditions with regard to identifying persons who are qualified to become Directors (Executive and Non-Executive) and persons who may be appointed in Senior Management and Key Managerial positions and to determine their remuneration.

2) To determine remuneration based on the Company’s size and financial position and trends and practices on remuneration prevailing in peer companies.

3) To carry out evaluation of the performance of Directors.

4) To provide them reward linked directly to their effort, performance, dedication and achievement relating to the Company’s operations.

5) To retain, motivate and promote talent and to ensure long term sustainability of talented managerial persons and create competitive advantage.

The brief policy of Nomination and Remuneration is available on the Company’s website at www.tajgvk.in under corporate policies.

CORPORATE GOVERNANCE

Your Company is committed to maintain the highest standards of Corporate Governance. As required under Regulations 34 of the Listing Regulations, the report on Management Discussion and Analysis, Corporate Governance as well as the Auditors’ certificate on the compliance of Corporate Governance are annexed and form part of the Annual Report.

RISK MANAGEMENT COMMITTEE

Pursuant to Regulations 21 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with the Listing Agreement entered with the Stock Exchanges, the Company has constituted a Risk Management Committee (RMC). The details of the Committee and its terms of reference are set out in the Corporate Governance Report. The RMC is entrusted with the responsibility to frame, implement and monitor the Risk Management Plan and also ensure its effectiveness. The Audit Committee has a oversight in the areas of financial risks and controls.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The scope and authority of the Internal Auditor is well defined in the company. To maintain its objectivity and independence, the Internal Auditor reports to the Chairman of the Audit Committee of the Board.

The Internal Auditor monitors and evaluates the efficacy and adequacy of internal control systems in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company. Based on the report of Internal Auditor, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and corrective actions suggested are presented to the Audit Committee of the Board.

SUBSIDIARY / ASSOCIATE COMPANIES

As per the provisions of Section 129 of the Companies Act, 2013 read with Rule 5 of Companies (Accounts) Rules, 2014 and the Companies (Indian Accounting Standards) Rules, 2015 (as amended. A separate statement containing the salient features of the financial statements of the Joint Venture in Form AOC-1 is enclosed as Annexure-2 to this Report.

EXTRACTS OF ANNUAL RETURN

As required by Section 92(3) of the Act read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014, extract of the Annual Return for the Financial Year 2019 is enclosed as Annexure-3 in the prescribed Form MGT-9, which is a part of this report. The same is available on the Company’s website at www.tajgvk.in/invester relations/annual report.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Board of Directors has constituted a Corporate Social Responsibility (CSR) Committee to monitor implementation of CSR activities of your Company.

The detailed report on CSR as per Rule 8 of Companies (Corporate Social Responsibility Policy) Rules, 2014 on the composition of the CSR Committee, CSR policy, CSR initiatives and activities during the year are enclosed as Annexure - 4 to this Report.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013

The company has not given any Loans / Guarantees and not made any Investments during the FY 2018-19, as required under the provisions of section 186 of the Companies Act, 2013 read with Companies (Meetings of Board and its Powers) Rules, 2014, the disclosure in the prescribed format is annexed as Annexure-5.

VIGIL MECHANISM

Your Company’s Vigil Mechanism provides a formal mechanism to the Directors and Employees to report their concerns about unethical behavior, actual or suspected fraud or violation of the Company’s Code of Conduct or ethics policy. The policy provides for adequate safeguards against victimization of Directors and Employees who avail of the mechanism and also have provided them direct access to the Chairman of the Audit Committee. It is affirmed that no personnel of the Company has been denied access to the Audit Committee. The said policy is available on the Company’s website at www.tajgvk.in under corporate policies.

MANAGEMENT DISCUSSION AND ANALYSIS

Management discussion and analysis of the financial condition and results of operations of the Company for the period under review as required under regulation 34(2) of the Listing Regulations, a Management Discussion and Analysis Report is set out part of this Report.

ECONOMY AND MARKETS

Economy and markets for the year under review is given in the Management Discussion and Analysis Report.

RELATED PARTY TRANSACTIONS

In line with the requirements of the Companies Act, 2013 and Listing Regulations, your Company has formulated a Policy on Related Party Transactions which is also available on Company’s website at www.tajgvk.in under corporate policies. The Policy intends to ensure that proper reporting, approval and disclosure processes are in place for all transactions between the Company and Related Parties

All Related Party Transactions are placed before the Audit Committee for review and approval. Prior omnibus approval is obtained for Related Party Transactions which are of repetitive nature and / or entered in the Ordinary Course of Business and are at Arm’s Length and on quarterly basis the transactions done during the quarter are placed before the audit committee for approval / ratification.

All Related Party Transactions are subjected to approval by Audit committee to establish compliance with the requirements of Related Party Transactions under the Companies Act, 2013 and Listing Regulations.

All Related Party Transactions entered during the year were in Ordinary Course of the Business and on Arm’s Length basis. No Material Related Party Transactions, i.e. transactions exceeding ten percent of the annual consolidated turnover as per the last audited financial statements, were entered during the year by your Company. Accordingly, the disclosure of Related Party Transactions as required under Section 134(3)(h) of the Companies Act, 2013 in Form AOC-2 is not applicable.

OTHER INFORMATION

The Audit Committee of the Company reviewed the Consolidated and Standalone Financial statements for the year under review at its meeting held on 15th May, 2019 and recommended the same for the approval of the Board of Directors.

HUMAN RESOURCES

Your Company operating in a competitive and dynamic environment places great importance in the overall training and development of its employees, who make the decisive difference in the hotel industry.

Your Company understands the importance of having the right people with right skills, to deliver the strong and exceptional service and also requisite expertise, which is the basis of our relationships with the guests.

To deliver that service and expertise, we are continuously improving our talent pool and are committed to training and educating the future generation.

LEARNING AND DEVELOPMENT:

The employees are encouraged to develop and manage their careers and this is facilitated by providing relevant Job training and where appropriate, the Company encourages to fill vacancies with existing staff, when the employees are suitably qualified and experienced.

The Company is committed to improve employee engagement and learning more about the needs of our employees. In addition to our training and development programme, the Company also communicate frequently with the employees and value highly the commitment of the employees and recognize the important role, the communication has in festering the good working relationships.

The Company also ensure that employees are informed on matters relating to their employment and on financial and economic factors affecting the company’s business. At this same time we also seek feedback and Ideas from employees to improve our operations.

The total strength of employees of your Company for the year under review was about 520 permanent employees which includes Unit staff and Deputed staff and 1215 employees on FTC and outsourced.

QUALITY

Your Company’s Hotel properties at Hyderabad, Chandigarh & Chennai are certified by Food Safety and Standards Authority of India (FSSAI) for the desired norms in F&B operations and also TAJ Krishna, Hyderabad certified and assessed as meeting Gold Certification requirements of the Earth Check Standards during the year under review.

During the year Taj Krishna received "Excellent Energy Efficient Unit" award at 19th National Award for Excellence in Energy Management 2018 from Confederation of Indian Industry (CII)

LISTING

The Equity Shares of your Company are listed on Bombay Stock Exchange Limited (Scrip Code: 532390) and National Stock Exchange of India Limited (Scrip Code: TAJGVK). It may be noted that there are no payments outstanding to the Stock Exchanges by way of Listing Fees. The company has paid the listing fee for the financial year 2019-20.

PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

The Company has in place a Prevention of Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. An Internal Committee has been set up to redress complaints received regarding sexual harassment. The Company has designated the external independent member as a Chairperson of the Committee.

The following is a summary of sexual harassment complaints received and disposed off during the year 2018-19 Number of complaints received : 2 (Two)

Number of complaints disposed off : 2 (Two)

Compliance with Secretarial Standards

The Company has complied with Secretarial Standards issued by the Institute of Company Secretaries of India.

DISCLOSURE OF INFORMATION AS REQUIRED UNDER SECTION 134(3)(m) OF THE COMPANIES ACT, 2013 (ACT) READ WITH THE COMPANIES (ACCOUNTS) RULES, 2014 (I) CONSERVATION OF ENERGY

The Company continued to focus on energy conservation measures during the year. Measures include replacement of incandescent lights with low power consumption LED lights, compact fluorescent and IR lights, installation of solar films to reduce heat loads. Besides these, operational measures were continued to reduce energy consumption by regulating chiller set points according to ambient temperatures, minimizing steam consumption by optimizing steam utilization in kitchens and laundries.

Some of the actions planned for next year include replacement of energy intensive pumps with high efficiency pumping systems, replacement of energy intensive fans with energy efficient fans and the increased use of Secondary Treatment Plant water for cooling towers. Operational measures include close monitoring and control of energy consumption and frequent energy audits by the hotel Engineering Department.

Your Company remains focused on giving importance towards conservation of energy, which results in savings in consumption of electricity, a significant component of the energy cost, in an ongoing process.

(II) TECHNOLOGY ABSORPTION

The Company continues to absorb and upgrade modern technologies and advanced hotel management techniques in various guest contact areas, which includes wireless internet connectivity in all the hotels.

(III) FOREIGN EXCHANGE EARNINGS AND OUTGO

As required under Section 134(3) (m) of the Companies Act, 2013, read with Rule 2 of the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, the information relating to foreign exchange earnings and outgo is given hereunder.

(Rs. In lakhs)

Particulars	March 31, 2019	March 31, 2018
Earned	4786.00	4522.00
Used	382.34	346.34

ACKNOWLEDGEMENTS

Your Directors would like to express their grateful appreciation for the assistance and cooperation received from customers, bankers, suppliers, shareholders, Central and State Governments, other statutory authorities and others associated with the Company. Your directors also wish to place on record their deep sense of appreciation for the excellent contribution made by employees at all levels, during the year under review.

By Order of the Board of Directors

For TAJGVK Hotels & Resorts Limited

Place : Hyderabad Dr. GVK Reddy

Date : 15.05.2019 Chairman

DIN:00005212

---

Mar 31, 2017

Dear Shareholders,

The Directors have pleasure in presenting the Twenty Second Annual Report of the Company together with the Consolidated and Standalone Audited Accounts for the year ended 31^st March, 2017.

FINANCIAL RESULTS

The Standalone performance of the Company for the financial year ended 31^st March, 2017 is as below:

(Rs. In Crores)

Particulars	2016-17	2015-16
Total Revenue	269.77	272.00
Operating expenses	204.10	206.96
Depreciation	18.13	18.47
Finance cost	29.07	31.33
Profit before tax	18.47	15.24
Tax expense:
Current tax	-	-
Deferred tax	7.41	6.80
Short provision of tax of
earlier years	0.84	0.23
Profit After Tax	10.22	8.21
Profit brought forward from
previous year	205.72	197.51
Profit available for appropriation	215.94	205.72
Less: Dividend paid	2.51	-
Less: Dividend tax	0.51	-
Profit carried forward to
Balance Sheet	212.92	205.72
Earnings per share (Rs.)	1.63	1.31

COMPANY’S PERFORMANCE

The total Income for the year ended 31^st March, 2017 at Rs.269.77 Crores was lower than that of the previous year by 1%. While Room Income was higher by 1%, Food & Beverage income was lower by 6% over the previous year. The F&B income was lower during second half of FY 2017 which resulted in the overall drop in top line compared to previous year. The Company continued to face challenging environment in the markets, where the Company owns / operates hotels and / or markets that are a source of business for the company.

DEPRECIATION AND FINANCE COSTS

Depreciation for the year was lower at Rs.18.13 crores as compared to Rs.18.47 crores for the previous year.

Finance costs for the year ended 31^st March, 2017 was Rs.29.07 crores, which is lower by Rs.2.26 crores than previous year, on account of commencement of repayment of term loans, lower rate of interest and also better working capital management.

TRANSFER OF AMOUNT TO RESERVES

The company does not propose to transfer any amount to reserves.

DIVIDEND

During the financial year 2016-17, the Board of Directors are pleased to declare a dividend of Rs.0.40 (Rupees Forty paisa) per equity share of Rs.2/- each (i.e. 20%). The total dividend distribution for the financial year amounts to Rs.302 lakhs including Dividend Distribution Tax of Rs.51 lakhs. The total dividend payout shall be 30% of Profit After Tax (PAT) for the year.

The Dividend subject to approval of the members at the Annual General Meeting on 1^st August, 2017 will be paid on or after 6^th August, 2017 to the Members whose name appear in the Register of Members as on the date of Book closure i.e., 26^th July, 2017 to 1^st August, 2017 (both days inclusive).

FINANCIAL RESULTS OF JOINT VENTURE (JV) COMPANY

The performance of Green Woods Palaces and Resorts Private Limited, the JV Company for the financial year ended 31^st March, 2017 is as below :

(Rs. In Crores)

Particulars	2016-17	2015-16
Total Revenue	99.16	14.37
Operating expenses	64.37	18.17
Depreciation	25.59	3.24
Finance cost	27.25	3.97
Profit / (loss) before tax	(18.05)	(11.01)
Tax expense:
Current tax	-	-
Deferred tax	(5.45)	(1.60)
Short provision of tax
of earlier years	(0.06)	-
Profit / (loss) after tax	(12.54)	(9.41)
Earnings per share (Rs.)	(1.67)	(1.25)

CONSOLIDATED FINANCIAL PERFORMANCE

As required under the Listing Agreement entered into with the Stock Exchanges, a consolidated financial statement of the Company which includes Green Woods Palaces and Resorts Private Limited (the JV Company) is attached. The consolidated financial statements have been prepared in accordance with the relevant accounting standards as prescribed under section 133 of the Companies Act, 2013 read with Rule 7 of the Companies (Accounts) Rules, 2014 and the Companies (Indian Accounting Standards) Rules, 2015 (as amended). The company Consolidated the proportional Loss after tax in accordance with Accounting Standards Ind AS 110 read with Ind AS 28.

BORROWINGS / INDEBTNESS

The total long term borrowings of the company stood at Rs.256.38 crores for the year ended 31^st March, 2017 as compared to Rs.269.35 crores as at 31^st March, 2016 (excluding Ind AS adjustments). The company repaid Rs.12.98 crores of principal during the FY 2016-17.

EXPANSIONS / RENOVATION PLANS : BENGALURU HOTEL PROJECT

The Company has been allotted around 7.5 acres land in Yellahanka, Bengaluru for the hotel project. The construction of 2 bridge(s) across the land abutting Company land to connect to the National Highway is completed. During the year under review, the Company has taken up the construction of compound wall to secure the site and excavation & rejuvenation of lake in front of the site as per the terms of MOU signed with Bengaluru Development Authority (BDA). The hotel construction will commence shortly upon receipt of statutory approvals / clearances.

TAJ KRISHNA / TAJ DECCAN

The Company has taken up the renovation of TAJ Krishna / TAJ Deccan Rooms during the current financial year, mock up designs are finalised and approved and construction of mock up rooms are underway and expect to complete the entire renovation in the next 2-3 years.

During the FY 2016-17, the company completed the renovation of Kohinoor-Banquet Hall in TAJ Deccan and Seasons Bar and Garden Room in TAJ Krishna.

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

During the year 2016-17, Five (5) Board meetings were held on 13.05.2016, 12.08.2016, 02.1 1.2016, 01.02.2017 and 09.03.2017.

PERFORMANCE EVALUATION CRITERIA FOR DIRECTORS

Nomination and Remuneration Committee has devised criteria for evaluation of the performance of the Directors including Independent Directors. The said criteria provide certain parameters like attendance, acquaintance with business, communicating inter-se board members, effective participation, domain knowledge, compliance with code of conduct, vision and strategy, benchmarks established by global peers etc., which is in compliance with applicable laws, regulations and guidelines.

The Company has a Broad policy for evaluation of all Board Members on an annual basis. The evaluation done by the Board, Nomination and Remuneration Committe and Independent Directors with specific focus on the performance and effective functioning of the Board and Individual Directors.

For the Financial year under review, the Board of Directors, Audit Committee, Nomination & Remuneration Committee, CSR Committee met on 1705-2017 and reviewed and evaluated the performance of each Member of the Committee respectively and the Board of Directors evaluated the performance of each Independent Director and also the Chairman of Board and Managing Director of the Company.

Each Committee and the Board expressed satisfaction on the performance of the each Director.

DIRECTORS

In accordance with the Companies Act, 2013 read with the Articles of Association of the Company, Mr. Rakesh Sarna and Mr. Krishna R Bhupal, Promoter Directors, retires by rotation and being eligible offered themselves for re-appointment.

During the year Mr. Anil P Goel, Non-Executive Non-Independent Director has tendered his resignation from the Board with effect from 15.10.2016 and the same was approved by the Board of Directors at their meeting held on 02.11.2016. The Board of Directors appreciated the valuable services rendered by Mr. Anil P Goel who has been a Director on the Board for more than a decade and his vast experience in the fields of Finance, Accounts, Corporate Law, Taxation and Business Development benefited the Company immensely.

INDEPENDENT DIRECTORS DECLARATION

The independent directors have submitted their declaration of independence, as required pursuant to sub-section (7) of Section 149 of the Companies Act, 2013 stating that they meet the criteria of independence as provided in sub-section(6) of Section 149.

MEETING OF INDEPENDENT DIRECTORS

A separate meeting of Independent Directors as required under the Schedule IV of the Companies Act, 2013 was held on 9^th March, 2017, without presence of Executive Directors. Such meeting was conducted to review and evaluate a) the performance of Non-Independent Directors and the Board as a whole, (b) the performance of the Chairperson of the company, taking into account the views of Executive Directors and Non-Executive Directors and (c) assess the quality, quantity and timeliness of flow of information between the company management and the Board that is necessary for the Board to effectively and reasonably perform their duties. The Independent Directors expressed their satisfaction with the performance of Non-Independent Directors and the Board as a whole and the Chairman of the Independent Directors meeting briefed the outcome of the meeting to the Chairman of the Board.

SECRETARIAL AUDIT

Your Company appointed M/s. Narender & Associates, Practicing Company Secretaries, (Certificate of Practice No.5024), Hyderabad to conduct the Secretarial Audit of the Company as per the provisions under section 204(1) of the Companies Act, 2013 and other laws as applicable for the financial year 2016-17.

The Secretarial Audit Report does not contain any qualifications, reservation or adverse remarks. The Report in Form MR-3 is enclosed as Annexure-1.

AUDIT COMMITTEE

Audit Committee consists of the following Directors namely Mr. K Jayabharath Reddy, Chairman, Mr. Krishna R Bhupal, Mr. Rakesh Sarna, Mr. M B N Rao, Mr. D R Kaarthikeyan and Mr. C D Arha.

Except Mr. Krishna R Bhupal and Mr. Rakesh Sarna all the Members of the Audit Committee are Independent Directors. During the year under review, Mr. Anil P Goel has resigned as Member of the Committee and in his place Mr. Rakesh Sarna has been inducted in the Audit Committee.

There is no such incidence where Board has not accepted the recommendation of the Audit Committee during the year under review.

STATUTORY AUDITORS

In terms of the provisions of Section 139(1) of Companies Act, 2013 (the “Act”), no listed company can appoint or re-appoint an audit firm as auditor for more than two terms of five consecutive years. The Act further prescribes as per section 139(2), that the Company shall comply with requirements within a period not later than the date of First AGM held after three years from the commence of this Act.

M/s. Brahmayya & Company, Chartered Accountants (Firm Registration No.000513S), Statutory Auditors of the Company have completed two consecutive terms of five years each. In terms of their appointment made at the 21st AGM held on 4^th August, 2016, they shall hold office of the auditors up to the conclusion of the 22^nd AGM. Your company’s Board placed on record its appreciation and gratitude to M/s. Brahmayya & Company, the retiring Statutory Auditors for their long association with the Company and also thanked Mr. S S R Koteswara Rao and Mr. S Satyanarayana Murthy, Partners of M/s. Brahmayya & Company for their invaluable guidance rendered to the company.

Based on the recommendations of the Audit Committee and subject to the approval of the shareholders, it is proposed to appoint M/s. Bhaskara Rao & Co., (Firm Registration No.000459S) Chartered Accountants as Statutory Auditors of the Company for a period of 5 years, commencing from the conclusion of 22^nd AGM till the conclusion of the 27^th AGM. M/s. Bhaskara Rao & Co., Chartered Accountants, have consented to the said appointment and confirmed that their appointment, if made, would be within the limits specified under Section 141(3)(g) of the Act.

Auditors Report

There are no qualifications, reservations or adverse remarks made by M/s Brahmayya & Company, Chartered Accountants (Firm Registration No.000513S) Statutory Auditors in their Consolidated and Standalone report for the Financial Year ended 31^st March, 2017.

INTERNAL AUDITORS

The Company appointed M/s. Price Waterhouse & Co., as Internal Auditors to conduct Internal Audit of the Company for the Financial Year 2016-17 and the Internal Audit Report for the FY 2016-17 presented to the Audit Committee at their meeting held on 17.05.2017.

INDIAN ACCOUNTING STANDARDS (IND-AS)

The Ministry of Corporate Affairs (MCA) on February 16, 2015, notified that Indian Accounting Standards (Ind AS) are applicable to certain classes of companies from April 1, 2016 with a transition date of April 1, 2015. Ind AS has replaced the previous Indian GAAP prescribed under Section 133 of the Companies Act, 2013 (“the Act”) read with Rule 7 of the Companies (Accounts) Rules, 2014 and the Companies (Indian Accounting Standards) Rules, 2015 (as amended). Ind AS is applicable to the Company from April 1, 2016. The reconciliations and descriptions of the effect of the transition from previous GAAP to Ind AS have been set out in Note 27 in the notes to accounts in the standalone financial statement and in Note 27 in the notes to accounts in the consolidated financial statement.

PUBLIC DEPOSITS

During the year under review, your company has neither invited nor accepted any deposits from the public.

INSURANCE

All properties and insurable interests of the Company including building, plant and machinery and stocks have been fully insured.

CHANGE IN THE NATURE OF BUSINESS

There is no change in the nature of business of the Company.

THE DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS

There were no instances of non-compliance by the company and no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Company’s operations in future.

LIQUOR BAN ON NATIONAL HIGHWAY / STATE HIGHWAY

Your Company’s Hotels at Chandigarh and Chennai were effected due to Non renewal of Liquor license with effect from 1^st April, 2017 consequent to the orders passed by Hon’ble Supreme Court dated 31^st March, 2017 in Civil Appeal No’s 12164-12166 of 2016 Hon’ble Supreme Court directed all State Governments and Union Territories not to renew liquor license vends which are within 500 meters of National Highway / State Highway. The Hotel and Restaurants Association filed review petition in Hon’ble Supreme Court requesting to exclude the 5 star hotels from the Liquor ban. The said petition is listed for hearing during July, 2017 and the Company expects a favourable decision in this regard.

MATERIAL CHANGES AND COMMITMENTS

There are no material changes and commitments in the business operations of the company for the financial year ended 31^st March, 2017 to the date of signing of the Director’s Report.

INFORMATION TO BE FURNISHED UNDER RULE 5(1) OF COMPANEIS (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

Disclosure of information under Rule 5(i) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in the Director’s Report is annexed to this Report.

STATEMENT UNDER RULE 5(2) OF COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

There are no employees drawing remuneration of more than Rs.102 lakhs or drawing remuneration of Rs.8.50 lakhs per month if employed part of the year as required under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014.

REPORT ON THE INTERNAL FINANCIAL CONTROLS

During the year under review, the company appointed M/s. K S Rao & Co., Chartered Accountants, Hyderabad as consultants to prepare the Risk Matrix and Control Matrix for the company and they had submitted the Report.

Internal Financial Controls are an integrated part of the risk management process, addressing financial and financial reporting risks. The internal financial controls have been documented, digitised and embedded in the business processes. Assurance on the effectiveness of internal financial controls is obtained through management reviews, control self-assessment, continuous monitoring by functional experts as well as testing of the internal financial control systems by the internal auditors during the course of their audits. We believe that these systems provide reasonable assurance that our internal financial controls are designed effectively and are operating as intended.

The statutory auditors of the company have tested the financial controls and they have not found any adverse/ non-compliance of the control mechanisms.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134 of the Companies Act, 2013, with respect to the Directors’ Responsibility Statement, the Board of Directors of the Company hereby confirms:

a. In the preparation of the annual accounts, the applicable accounting standards (Ind AS) had been followed and that no material departures have been made from the same.

b. They have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year i.e. 31^stMarch, 2017 and of the profit of the Company for that period.

c. They have 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 the Company and for preventing and detecting fraud and other irregularities.

d. that the Directors have prepared the Annual Accounts for the Financial Year ended 31^stMarch, 2017 on a going concern basis.

e. They have laid down internal financial controls for the company and such internal financial controls are adequate and were operating efficiently, and

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

NOMINATION AND REMUNERATION COMMITTEE

Nomination and Remuneration Committee consists of the following Directors namely Mr. K Jayabharath Reddy, Chairman, Mr. Rakesh Sarna, Mr. D R Kaarthikeyan and Mr. C D Arha.

Brief description of terms of reference:

- Identifying persons who are qualified to become directors and

- Identifying persons who may be appointed as Key Managerial Personnel, senior management in accordance with the criteria laid down and recommend to the Board for their appointment and removal;

- Carry on the evaluation of every director’s performance;

- Formulation of the criteria for determining qualifications, positive attributes and independence of a director;

- Recommend to the Board a policy relating to the remuneration of the directors, key managerial personnel and other employees;

- Formulation of criteria for evaluation of Independent Directors and the Board;

- Devising a policy on Board diversity; and

- Any other matter as the Board may decide from time to time.

- The brief Policy for Selection of Directors and determining Directors’ independence is annexed to this report.

NOMINATION AND REMUNERATION POLICY

The objectives of the Policy

1) To lay down criteria and terms and conditions with regard to identifying persons who are qualified to become Directors (Executive and Non-Executive) and persons who may be appointed in Senior Management and Key Managerial positions and to determine their remuneration.

2) To determine remuneration based on the Company’s size and financial position and trends and practices on remuneration prevailing in peer companies.

3) To carry out evaluation of the performance of Directors.

4) To provide them reward linked directly to their effort, performance, dedication and achievement relating to the Company’s operations.

5) To retain, motivate and promote talent and to ensure long term sustainability of talented managerial persons and create competitive advantage.

The Nomination and Remuneration policy is annexed to this report.

CORPORATE GOVERNANCE

Your Company is committed to maintain the highest standards of Corporate Governance. As required under Regulations 17 of the SEBI (Listing Obligations and Disclosure Requirements) 2015 read with the Listing Agreement entered with the Stock Exchanges, the report on Management Discussion and Analysis, Corporate Governance as well as the Auditors’ certificate on the compliance of Corporate Governance are annexed and form part of the Annual Report.

RISK MANAGEMENT COMMITTEE

Pursuant to Regulations 21 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 read with the Listing Agreement entered with the Stock Exchanges, the Company has constituted a Risk Management Committee. The details of the Committee and its terms of reference are set out in the Corporate Governance Report.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The scope and authority of the Internal Auditor is well defined in the company. To maintain its objectivity and independence, the Internal Auditor reports to the Chairman of the Audit Committee of the Board.

The Internal Auditor monitors and evaluates the efficacy and adequacy of internal control systems in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company. Based on the report of Internal Auditor, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and corrective actions suggested are presented to the Audit Committee of the Board.

SUBSIDIARY / ASSOCIATE COMPANIES

As per the provisions of Section 129 of the Companies Act, 2013 read with Rule 5 of Companies (Accounts) Rules, 2014 and the Companies (Indian Accounting Standards) Rules, 2015 (as amended). A separate statement containing the salient features of the financial statements of the Joint Venture in Form AOC-1 is enclosed as Annexure-2 to this Report.

EXTRACTS OF ANNUAL RETURN

The extracts of Annual Return is prepared in Form MGT-9 as per the provisions of the Companies Act, 2013 and Rule 12 of Companies (Management and Administration) Rules, 2014 is enclosed as Annexure-3 to this Report.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The CSR Committee discussed and approved to spend an amount of Rs.15.44 lakshs towards rejuvenation of Lake at Bengaluru for the financial year 2016-17. The policy is uploaded on the Company’s website www.tajgvk.inunder the corporate policies section. The details of CSR expenditure incurred during the year is enclosed as Annexure-4.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013

The company has not given any Loans / Guarantees and not made any Investments during the FY 2016-17, as required under the provisions of section 186 of the Companies Act, 2013 read with Companies (Meetings of Board and its Powers) Rules, 2014, the disclosure in the prescribed format is annexed as Annexure-5.

MANAGEMENT DISCUSSION AND ANALYSIS

Management discussion and analysis of the financial condition and results of operations of the Company for the period under review as required under the Listing Agreement with the Stock Exchanges, is given as separate statement in the Annual Report.

ECONOMY AND MARKETS

Economy and markets for the year under review is given in the Management Discussion and Analysis Report.

RELATED PARTY TRANSACTIONS

In line with the requirements of the Companies Act, 2013 and Listing Regulations, your Company has formulated a Policy on Related Party Transactions which is available on Company’s website www.tajgvk.in under corporate policies. The Policy intends to ensure that proper reporting, approval and disclosure processes are in place for all transactions between the Company and Related Parties

All Related Party Transactions are placed before the Audit Committee for review and approval. Prior omnibus approval is obtained for Related Party Transactions which are of repetitive nature and / or entered in the Ordinary Course of Business and are at Arm’s Length and on quarterly basis the transactions done during the quarter are placed before the audit committee for approval / ratification.

No Material Related Party Transactions, i.e. transactions exceeding ten percent of the annual consolidated turnover as per the last audited financial statements, were entered during the year by your Company. Accordingly, the disclosure of Related Party Transactions as required under Section 134(3)(h) of the Companies Act, 2013 in Form AOC-2 is not applicable.

OTHER INFORMATION

The Audit Committee of the Company reviewed the Consolidated and Standalone Financial statements for the year under review at its meeting held on 17^th May, 2017 and recommended the same for the approval of the Board of Directors.

HUMAN RESOURCES

Your Company operating in a competitive and dynamic environment places great importance in the overall training and development of its employees, who make the decisive difference in the hotel industry.

The total strength of employees of your Company for the year under review was 536 permanent employees consisting of Unit staff and Deputed staff and 1238 employees on FTC and on outsourced.

QUALITY

Your Company’s Hotel properties at Hyderabad, Chandigarh & Chennai are certified by Food Safety and Standards Authority of India (FSSAI) for the desired norms in F&B operations and also TAJ Krishna, Hyderabad certified and assessed as meeting Gold Certification requirements of the Earth Check Standards during the year under review.

LISTING

The Equity Shares of your Company are listed on Bombay Stock Exchange Limited and National Stock Exchange of India Limited. It may be noted that there are no payments outstanding to the Stock Exchanges by way of Listing Fees. The company has paid the listing fee for the financial year 2017-18.

PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

As per the requirement of The Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 (‘Act’) and Rules made thereunder, your Company has constituted Internal Complaints Committees (ICC). The Company has designated the external independent member as a Chairperson for each of the Committees which was beyond the requirements of law. During the year, there were no complaints received.

DISCLOSURE OF INFORMATION AS REQUIRED UNDER SECTION 134(3)(m) OF THE COMPANIES ACT, 2013 (ACT) READ WITH THE COMPANIES (ACCOUNTS) RULES, 2014

(I) CONSERVATION OF ENERGY

The Company continued to focus on energy conservation measures during the year. Measures include replacement of incandescent lights with low power consumption LED lights, compact fluorescent and IR lights, installation of solar films to reduce heat loads. Besides these, operational measures were continued to reduce energy consumption by regulating chiller set points according to ambient temperatures, minimizing steam consumption by optimizing steam utilization in kitchens and laundries.

Some of the actions planned for next year include replacement of energy intensive pumps with high efficiency pumping systems, replacement of energy intensive fans with energy efficient fans and the increased use of Secondary Treatment Plant water for cooling towers. Operational measures include close monitoring and control of energy consumption and frequent energy audits by the hotel Engineering Department.

Your Company remains focused on giving importance towards conservation of energy, which results in savings in consumption of electricity, a significant component of the energy cost, in an ongoing process.

(II) TECHNOLOGY ABSORPTION

The Company continues to absorb and upgrade modern technologies and advanced hotel management techniques in various guest contact areas, which includes wireless internet connectivity in all the hotels.

(III)FOREIGN EXCHANGE EARNINGS AND OUTGO

As required under Section 134(3) (m) of the Companies Act, 2013, read with Rule 2 of the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988,the information relating to foreign exchange earnings and outgo is given in Note No. 29(iii) is prepared and the same is hereunder.

PREVENTION OF INSIDER TRADING CODE

As per SEBI (Prohibition of Insider Trading) Regulation, 2015, the Company has adopted a Code of Conduct for Prevention of Insider Trading. The Company has appointed Mr. J Srinivasa Murthy, CFO & Company Secretary as Compliance Officer, who is responsible for setting forth procedures and implementation of the code for trading in Company’s securities. During the year under review there has been due compliance with the said code.

ACKNOWLEDGEMENTS

Your Directors would like to express their grateful appreciation for the assistance and cooperation received from customers, bankers, suppliers, shareholders, Central and State Governments and other statutory authorities and others associated with the Company. Your directors also wish to place on record their deep sense of appreciation for the excellent contribution made by employees at all levels, during the year under review.

By Order of the Board of Directors

For TAJGVK Hotels & Resorts Limited

Dr GVK Reddy

Place : Hyderabad Chairman

Date : 17^th May, 2017 DIN:00005212

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Mar 31, 2015

Dear Shareholders,

The Directors have pleasure in presenting the Twentieth Annual Report of the Company together with the Audited Accounts for the year ended 31st March 2015.

FINANCIAL RESULTS

The performance ofthe Company for the financial year ended 31st March 2015 is summarized below:

(RsIn Crores) PARTICULARS 2014-15 2013-14

Turnover 250.02 245.13

Profit before Depreciation, 50.72 56.77

Interest & Tax (PBDIT)

Less: Depreciation 24.77 24.64

Profit Before Interest & Tax 25.95 32.13

Less: Interest 27.77 23.40

Profit Before Tax / (loss) (1.83) 8.73

Less: Provision for

- Current Tax & Wealth Tax 1.90

- Deferred Tax 0.14 3.75

- MAT credit entitlement (1.90)

Profit After Tax / (loss) (1.97) 4.98

Balance brought forward 198.91 195.40

from previous year

Profit available for appropriation 196.95 200.38

Less:Proposed Dividend 0 1.25

Dividend Tax on the above 0 0.22

Transfer to General Reserve 0 —

Balance carried over to 196.95 198.91

balance sheet

Earnings per Share (-) (0.31) 0.79

INCOME

The Total Income for the year ended March 31, 2015 at -250.02 crores was higher than that of the previous year by 2%. While Room Income was higher by 4%, Food & Beverage income increased by 2% over the previous year, aided by growth in restaurant sales and banqueting income. During the year, the Company continued to face a challenging environment, wherein the Company owns / operates hotels and / or markets that are a source of business for us.

DEPRECIATION AND FINANCE COSTS

Depreciation for the year was marginally higher at -24.77 crores as compared to -24.64 crores for the previous year. Finance costs for the year ended March 31, 2015 was -27.7V crores which is higher by -4.3V crores than the finance costs of the preceding year.The company has re- financed the existing term loans with new Rupee Term Loans with a 2 year moratorium on the repayment of principle amount.

DIVIDEND

On account of the Loss after Tax reported by the Company during the current financial year, the Board of Directors do not recommend a dividend for the year 2014/15 (previous year -0.10 per share).

BUSINESS OVERVIEW

India's travel and tourism industry has huge growth potential. The medical tourism market in India is projected to hit US$ 3.9 billion mark this year having grown at a compounded annual growth rate (CAGR) of 27 per cent over the last three years, according to a joint report by FICCI and KPMG. Also, inflow of medical tourists is expected to cross 320 million by 2015 compared with V5 million in 2012. The tourism industry is also looking forward to the E-visa scheme which is expected to double the tourist inflow to India. Enforcing the electronic travel authorization (ETA) before the next tourism season, which starts in November, will result in a clear jump of at least 15 per cent.

ICRA ltd rating agency expects the revenue growth of Indian hotel industry strengthening to 9-11 per cent in 2015-16.

India is projected to be number one for growth globally in the wellness tourism sector in the next five years, clocking over 20 per cent gains annually through 2017, according to a study conducted by SRI International.

The policies and changes implemented by the Government of India have been instrumental in providing the necessary boost to the Indian tourism and hospitality industry and attracting more and more foreign tourists every year.

Government of India launched Tourist Visa on Arrival (TVoA) enabled by Electronic Travel Authorization (ETA), presently known as e-Tourist Visa scheme, on 27th November 2014 for 43 countries. The Government extended this Scheme to the citizens of Guyana and Sri Lanka in tanuary, 2015 and April, 2015, respectively. The e-Tourist Visa facility is extended to the nationals of 31 countries in May, 2015.

Even though the tourism sector in India is growing, it is over a narrow base. Considering India's potential, the gains made are relatively modest. Therefore a set of ambitious targets are required which define clear, cohesive, sustainable and equitable approaches to delivering performance in line with opportunities available for growth and diversification.

The growth of the tourism sector will have a direct and tangible impact on the Indian economy in terms of spreading benefits across the country including remote areas and providing employment and entrepreneurial opportunities to youth, women, marginalized sections of the society and those in the

informal sector. In addition tourism will facilitate the preservation of cultural and historical traditions. These positive outcomes on ecological, social, cultural and economic impacts along with a robust community involvement can be achieved by following a paradigm of responsible tourism as clearly defined by the UNWTO through their Global Code of Ethics.

Tourism, with its positive impact on economic growth, employment generation and sustainable development can, therefore, play a significant role in the achievement of the UN Millennium Development Goals, in particular those relating to eradication of poverty, gender equality, environmental sustainability and global partnerships for development.

BORROWINGS/ INDEBTNESS

The total borrowings stood at -269.35 crores as at March 31, 2015 as against -216.86 crores as on March 31, 2014, an increase of -52.49 crores.

EXPANSIONS / RENOVATION PLANS TAJ KRISHNA

Your Company has completed the construction of multi level car park, large banquet lawn and connecting bridge between Ta] Krishna and Ta] Deccan and the renovation of Swimming Pool, Spa / Gym in advance stage and will be completed during the current financial year. The additional facility will bring in more room and F&B business to both properties.

GINGER HOTEL PROJECT

The Company is also planning to enter the value for money segment through the 'Ginger' brand in the State of Telangana and Andhra Pradesh. The excavation works on the first Ginger hotel near the Shamshabad International Airport have been completed. The Company is expecting the final building approvals shortly and thereafter the construction work will start.

MUMBAI HOTEL PROJECT

The Company ]ointly with M/s. Greenridge Hotels & Resorts LLP (Greenridge - a GVK Company) through SPV M/s. Green Woods Palaces & Resorts Private Limited (Green Woods) is setting up a 5 Star Deluxe Luxury Hotel comprising of 279 rooms near Terminal 1C, Mumbai International Airport, Santacruz, Mumbai under the 'TAJ SANTACRUZ' brand. Necessary agreements to this effect have been entered into and the pro]ect work is progressing as per schedule. The Company invested -110.25 crores in the Hotel Pro]ect and the hotel shall commence commercial operations during the financial year 15-16.

BENGALURU HOTEL PROJECT

Company has been allotted around 7.5 acres land in Yellahanka, Bengaluru for hotel pro]ect. The construction of bridge across the land abutting Company land to connecting to National Highway is completed. The hotel building plans are under evaluation, and expect to approach the authorities shortly for building approval and there after the construction work will commence.

HUMAN RESOURCES

Your Company, operating in a competitive and dynamic environment, places great importance in the overall training and development of its employees, who make the decisive difference in the hotel industry.

The total strength of employees of your Company for the year under review was about 1857, which includes executives, bargainable staff, probationers, trainees, apprentices and outsourced contract employees.

Industrial Relations throughout the year continued to remain cordial.

QUALITY

The three properties at Hyderabad and the property at Chandigarh are HACCP (Hazard Analysis Critical Control Points) certified by the international certification agency BVQI. The 3 properties at Hyderabad and the property at Chandigarh, Chennai are also ISO 22000:2005 compliant by maintaining the desired norms for Food Safety Management Systems in Food & Beverage operations.

LISTING

The Equity Shares of your Company are listed on Bombay Stock Exchange Limited and National Stock Exchange of India Limited. It may be noted that there are no payments outstanding to the Stock Exchanges by way of Listing Fees, etc.

NUMBER OP MEETINGS OP THE BOARD OP DIRECTORS

During the year 2014-15 four (4) Board meetings were held. And one independent directors meeting was held on 19.03.2015 as required under the schedule IV section vii of Companies Act, 2013

The dates on which the Board meetings were held are 12.05.2014, 01.08.2014, 30.10.2014 and 29.01.2015.

MECHANISM POR EVALUATION OP BOARD

Evaluation of all Board members is done on an annual basis. The evaluation is done by the Board, Nomination and Remuneration Committee and Independent Directors with specific focus on the performance and effective functioning of the Board and individual Directors.

1. Criteria for evaluation of Board of Directors as a whole

i. The frequency of meetings;

ii. The length of meetings;

iii. The administration of meeting;

iv. The number of committees and their notes;

v. The flow of information to board members and between board members;

vi. The quality and quantity of information; and

vii. The Disclosure of information to the stakeholders.

2. Criteria for evaluation of the Individual Directors

i. Ability to contribute and monitor corporate governance practices;

ii. Ability to contribute by introducing best practices to address top management issues;

iii. Participation in long term strategic planning;

iv. Commitment to the fulfilment of director obligations and fiduciary responsibilities;

v. Guiding strategy

vi. Monitoring management performance and development;

vii. Statutory compliance & Corporate Governance;

viii. Attendance and contribution at Board / Committee meetings;

ix. Time spent by each of the member; and

x. Core competencies.

DIRECTORS

In accordance with the Companies Act, 2013 read with the Articles of Association of the Company, Mr. G V Sanjay Reddy and Mr. Krishnaram Bhupal, Directors, retires by rotation and being eligible offered themselves for re-appointment.

Mr. RakeshSarnahas been co-opted as an Additional Director on 30th October 2014 and shall hold the office up to this Annual General Meeting. Your company is in receipt of notice under section 160, 161(1) of the Companies Act, 2013 for his appointment as a Director liable to retire by rotation under the category of Promoter Non-executive Non-Independent Director of the Company. The Board recommends his appointment as Director liable to retire by rotation.

Mrs. Santha John has been co-opted as an Additional Director on 29th tanuary 2015 and shall hold the office up to this Annual General Meeting. Your company is in receipt of notice under section 160, 161(1) of the Companies Act, 2013 for her appointment as an Independent Director of the Company. The Board recommends the appointment of Mrs. Santha John, as an Independent Director not liable to retire by rotation and to hold office for a fixed term of 5 (five) years from the date of appointment.

RE-APPOINTMENT OP INDEPENDENT DIRECTORS UNDER SECTION 149 (10) OP THE COMPANIES ACT, 201Q

Mr. K Jayabharath Reddy, Mr. D R Kaarthikeyan, Mr. M B N Rao, Mr. Ch G Krishna Murthy and Mr. S Anwar, Directors who were appointed as an Independent Directors liable to retire by rotation, the Company has received individual notice from shareholder(s) proposing them as an Independent Directors not liable to retire by rotation. The Board recommends the appointment of Mr. K Jayabharath Reddy Mr. D R Kaarthikeyan, Mr. M B N Rao, Mr. Ch G Krishna Murthy and Mr. S Anwar, Directors, as an Independent Directors not liable to retire by rotation and to hold office for a fixed term of 5 (five) years from the date of appointment.

SECRETARIAL AUDIT

Your Company appointed M/s. Narender & Associates, Practicing Company Secretaries, (C.P. No.5024) Hyderabad to conduct the Secretarial Audit of the Company as per the provisions under section 204(1) of the Companies Act, 2013 and other laws as applicable for the financial year 2014-15. The Report in Form MR-3 is enclosed as Annexure - 1 to this Annual Report and there are no adverse observations by the Secretarial Auditors other than the amount not spent on Corporate Social Responsibility (CSR) expenses during financial year 2014-15. The detailed explanation on this is captured under the head "CSR".

INTERNAL AUDITORS

Pursuant to section 138 and any other applicable provisions of the Companies Act, 2013, M/s. PKF Sridhar & Santhanam, Chartered Accountants, Chennai has been appointed as the internal auditors for the financial year 2014-15.

AUDIT COMMITTEE

Audit Committee consists of the following Directors namely Mr. K tayabharath Reddy, Chairman, Mr. Rakesh Sarna, Mr. Anil P Goel, Mr. M B N Rao, Mr. D R Kaarthikeyan and Mr. C D Arha.

Except Mr. Rakesh Sarna and Mr. Anil P Goel all the members of the Audit Committee are Independent Directors.

There is no such incidence where Board has not accepted the recommendation of the Audit Committee during the year under review.

STATUTORY AUDITORS

The Statutory Auditors, M/s. Brahmayya & Co., Chartered Accountants, Hyderabad, retire at the ensuing Annual General Meeting and have confirmed their eligibility and willingness to accept office, if re-appointed. Your Directors propose the re-appointment of M/s Brahmayya & Co., as Statutory Auditors

to hold office until the conclusion of the next Annual General Meeting of the Company.

M/s. Brahmayya & Company, Chartered Accountants (Regn. No.000513S) have issued Auditors' Report for the Financial Year ended 31st March, 2015 and there are no qualifications in Auditors' Report.

PUBLIC DEPOSITS

During the year under review, your company has neither invited nor accepted any deposits from the public.

INSURANCE

All properties and insurable interests of the Company including building, plant and machinery and stocks have been fully insured.

CHANGE IN THE NATURE OF BUSINESS

There is no change in the nature of business of the Company.

THE DETAILS OP SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE

No significant and material orders were passed by the regulators or courts or tribunals impacting the going concern status and Company's operations in future as per Annexure - 2 to this Annual Report.

MATERIAL CHANGES AND COMMITMENTS

There are no material changes and commitments in the business operations of the company for the financial year ended 31st March, 2015 to the date of signing of the Director's Report.

STATEMENT UNDER COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

There are no employees drawing remuneration of more than -60 lacs or drawing remuneration of -5 lacs per month if employed part of the year as required under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) rules 2014 as per Annexure - 3 to this Annual Report.

DIRECTORS' RESPONSIBILITY STATEMENT

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory, and secretarial auditors and the reviews performed by Management and the relevant Board Committees, including the Audit Committee, the Board is of the opinion that the Company's internal financial controls were adequate and effective during the financial year 2014-15.

Accordingly, pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, confirm that:

a. In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures.

b. The directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year i.e. 31st March 2015 and of the profit and loss of the Company for that period.

c. The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

d. The directors had prepared the annual accounts on a going concern basis; and

e. The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The scope and authority of the Internal Audit function is well defined in the organisation. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee of the Board.

The Internal Audit function monitors and evaluates the efficacy and adequacy of internal control systems in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company. Based on the report of Internal Auditors, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and corrective actions suggested are presented to the Audit Committee of the Board.

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

STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS UNDER SUB SECTION 6 OF SECTION 149

The independent Directors have submitted the declaration of independence, as required pursuant section 149(6) of the Companies Act, 2013 stating that they meet the criteria of independence as provided in sub section 6.

NOMINATION AND REMUNERATION COMMITTEE

Nomination and Remuneration Committee consists of the following directors namely Mr. K layabharath Reddy, Chairman, Mr. Rakesh Sarna, Mr. D R Kaarthikeyan and Mr. C D Arha.

Brief description of terms of reference:

- Identifying persons who are qualified to become directors and

- Identifying persons who may be appointed as Key Managerial Person, senior management in accordance with the criteria laid down and recommend to the Board for their appointment and removal;

- Carry on the evaluation of every director's performance;

- Formulation of the criteria for determining qualifications, positive attributes and independence of a director;

- Recommend to the Board a policy relating to the remuneration of the directors, key managerial personnel and other employees;

- Formulation of criteria for evaluation of Independent Directors and the Board;

- Devising a policy on Board diversity; and

- Any other matter as the Board may decide from time to time.

The Brief Policy for Selection of Directors and determining Directors' independence is annexed to this report.

NOMINATION AND REMUNERATION POLICY The objectives of the Policy

1) To lay down criteria and terms and conditions with regard to identifying persons who are qualified to become Directors (Executive and Non-Executive) and persons who may be appointed in Senior Management and Key Managerial positions and to determine their remuneration.

2) To determine remuneration based on the Company's size and financial position and trends and practices on remuneration prevailing in peer Companies.

3) To carry our evaluation of the performance of Directors,

4) To provide them reward linked directly to their effort, performance, dedication and achievement relating to the Company's operations.

5) To retain, motivate and promote talent and to ensure long term sustainability of talented managerial persons and create competitive advantage.

The brief Nomination and Remuneration policy is annexed to this report.

CORPORATE GOVERNANCE

Your Company is committed to maintain the highest standards of Corporate Governance. As required under Clause 49 of the Listing Agreement with the Stock Exchanges, the report on Management Discussion and Analysis, Corporate Governance as well as the Auditors' certificate on the compliance of Corporate Governance are annexed and form part of the Annual Report.

RISK MANAGEMENT COMMITTEE

Pursuant to Clause 49 of the Listing Agreement, the Company has constituted a Risk Management Committee. The details of the Committee and its terms of reference are set out in the Corporate Governance Report.

Risk Management Committee consists of the following persons namely Ms. G. Indira Krishna Reddy - Managing Director, Ms. Shalini Bhupal - Executive Director, General Managers of Hotel TAl Krishna, Hotel TAl Deccan, Hotel TAl Banjara and Hotel Vivanta By Taj, Begumpet. Mr. l Srinivasa Murthy, CFO & Company Secretary acts as secretary to the committee.

The Company has a robust Risk Management framework to identify and evaluate business risks and opportunities. This framework seeks to create transparency, minimize adverse impact on business objective and enhance the Company's competitive advantage. The risk framework defines the risk management approach across the enterprise at various levels including documentation and reporting.

The framework enables risks to be appropriately rated and graded in accordance with their potential impact and likelihood. The two key components of risks are the probability (likelihood) of occurrence and the impact (consequence) of occurrence, if the risk occurs. Risk is analyzed by combining estimates of probability and impact in the context of existing control measures.

Existing control measures are evaluated against Critical Success Factors (CSFs) and Key Performance Indicators (KPIs) identified for those specific controls. Guiding principles to determine the risk consequence (impact), probability of occurrence (likelihood factor) and mitigation plan effectiveness have been set out in Risk Register.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The scope and authority of the Internal Audit function is well defined in the organization. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee of the Board.

The Internal Audit Department monitors and evaluates the efficacy and adequacy of internal control systems in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company. Based on the report of Internal Audit function, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and corrective actions suggested are presented to the Audit Committee of the Board.

EXTRACTS OF ANNUAL RETURN

The extracts of Annual Return is prepared in Form MGT-9 as per the provisions of the Companies Act, 2013 and Rule IP of Companies (Management and Administration) Rules, 2014 is enclosed as Annexure - 4 to this Annual Report.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013

The details of Loans, Guarantees, Investments given during the Financial Year ended March, 31, 2015 is enclosed as Annexure - 5 to this Annual Report in compliance with the provisions of section 186 of the Companies, Act, 2013 read with Companies (Meetings of Board and its powers) Rules, 2014.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO IN SUB SECTION I OF SECTION 188 OF THE COMPANIES ACT, 2013

The company has not entered into any related party contracts/ agreements during the year under review. But the company has executed the Hotel Operating Agreements (HOA) for management and operation of the hotels with M/s Indian Hotels Company Limited (IHCL) and they are continuing contracts and no terms are changed or amended during the year under review. The company has placed the existing Related party agreements/ contracts to Audit Committee and Board for ratification at the meeting held on 29.01.2015.

All contracts / arrangements / transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an arm's length basis.

During the year, the Company had not entered into any contract / arrangement / transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions.

The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board may be accessed on the Company's website at the link: www.tajgvk.in under the corporate policies section.

Contracts / arrangement entered to by the company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 which are at arm's length basis is furnishing as Annexure - 6 to this Annual Report.

TRANSFER OF AMOUNT TO RESERVES

As the company reported Loss after tax, the company does not propose to transfer any amount to reserves.

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

Corporate Social Responsibility (CSR) Committee consists of the following directors namely Mrs. G Indira Krishna Reddy, Managing Director, Mr. D R Kaarthikeyan, Independent Director and Mr. Ch G Krishna Murthy, Independent Director.

CSR policy was adopted by the Board of Directors on the recommendation of CSR committee. Report on CSR as per Rule 8 of Companies (CSR Policy) Rules, 2014 is prepared, and average net profits of the Company for last three Financial Years is -2,854.50 lacs and prescribed 2% expenditure for the Financial Year 2014-15 is -57.09 lacs. The policy is uploaded on the Company's website:www.tajgvk.in under the corporate policies section.

During the year under review, the company has not spent any amount earmarked for the CSR activities due to delay in execution and handing over of the Lake by Bangalore Development Authority (BDA). The company executed MOU with BDA for development and maintenance of lake before the company's land at Yelahanka, Bangalore. The entire amount pertaining to FY 14-15 and FY15-16 shall be utilized towards the development of lake during the current financial year.

VIGIL MECHANISM

The Board of Directors has adopted Whistle Blower Policy. The Whistle Blower Policy aims for conducting the affairs in a fair and transparent manner by adopting highest standards of professionalism, honesty, integrity and ethical behavior. All permanent employees of the Company are covered under the Whistle Blower Policy.

MANAGEMENT DISCUSSION AND ANALYSIS

Management discussion and analysis of the financial condition and results of operations of the Company for the period under review as required under Clause 49 of the Listing Agreement with the Stock Exchanges, is given as separate statement in the Annual Report.

OTHER INFORMATION

The Audit Committee of the Company reviewed the financial statements for the year under review at its meeting held on

11th May 2015 and recommended the same for the approval of the Board of Directors.

Information to be furnished under Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:

Disclosure of information under Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in the Director's Report as per Annexure - 7 to this Annual Report.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OE WOMEN AT The Workplace (Prevention, Prohibition 8 REDRESSAL) ACT, 2013

"The Company has in place an Anti Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

The following is a summary of sexual harassment complaints received and disposed off during the year 2014-15

Number of complaints received : 1

Number of complaints disposed off : 1

DISCLOSURE OE INEORMATION AS REQUIRED UNDER SECTION 134(3)(m) OE THE COMPANIES ACT, 2013 (ACT) READ WITH THE COMPANIES (ACCOUNTS) RULES, 2014

(I) CONSERVATION OE ENERGY

The Company continued to focus on energy conservation measures during the year. Measures include replacement of incandescent lights with low power consumption LED lights, compact fluorescent and IR lights, installation of solar films to reduce heat loads, replacement of old chiller with energy efficient Screw chiller replacement of old boilers with high efficiency boilers and installation of high efficiency secondary treatment plants with improved recycling. Besides these, operational measures were continued to reduce energy consumption by regulating chiller set points according to ambient temperatures, minimizing steam consumption by optimizing steam utilization in kitchens and laundries.

Some of the actions planned for next year include replacement of energy intensive pumps with high efficiency pumping systems, replacement of energy intensive fans with energy efficient fans and the increased use of Secondary Treatment Plant water for cooling towers. Operational measures include close monitoring and control of energy consumption and

frequent energy audits by the hotel Engineering Department.

Your Company remains focused on giving importance towards conservation of energy, which results in savings in consumption of electricity, a significant component of the energy cost, in an ongoing process.

(II) TECHNOLOGY ABOSORPTION

The Company continues to absorb and upgrade modern technologies and advanced hotel management techniques in various guest contact areas, which includes wireless internet connectivity in all the hotels.

(iii) EOREIGN EXCHANGE EARNINGS AND OUTGO

As required under Section 134(3) (m) of the Companies Act, 2013, read with rule 2 of the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988,the information relating to foreign exchange earnings and outgo is given in Note No. 21(iii) is prepared and the same is hereunder.

RsIn lacs

Particulars March 31, 2015 March 31, 2014

Used 253 83 3 71.51

Earned 4163.46 4698.84

acknowledgements

Your Directors would like to express their grateful appreciation for the assistance and co-operation received from customers, banks, suppliers, shareholders, Central and State Governments and other statutory authorities and others associated with the Company. Your directors also wish to place on record their deep sense of appreciation for the excellent contribution made by employees at all levels, which enabled the Company to achieve sustained growth in the operational performance during the year under review. By Order of the Board of Directors For TAJGVK Hotels 8 Resorts Limited

Dr G V Krishna Reddy Place: Hyderabad Chairman Date: 11th May, 2015 DIN00005212

Registered Office: Taj Krishna, Road No.1, Banjara Hills, Hyderabad 500 034. CIN: L40109AP1995PLC019349 Email: [e-mail] Website: www.tajgvk.in Ph No. : 040- 66662323

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Mar 31, 2013

Dear Shareholders,

The Directors have pleasure in presenting the Eighteenth Annual Report of the Company together with the Audited Accounts for the year ended 31st March 2013.

FINANCIAL RESULTS

The performance of the Company for the financial year ended 31st March 2013 is summarized below:

(Rs.in crores)

Particulars 2012-13 2011-12

Turnover 254.23 255.94

Profit before Depreciation, Interest & Tax (PBDIT) 60.80 80.02

Less: Depreciation 24.85 22.10

Profit Before Interest & Tax 35.95 57.92

Less: Interest 22.35 15.14

Profit Before Tax 13.60 42.78

Less: Provision for

- Current Tax & Wealth Tax 3.05 8.70

- Deferred Tax 4.82 13.48

- MAT credit entitlement (3.05) (8.70)

- Short provision for earlier years - (0.03) Profit After Tax 8.78 29.33

Balance brought forward from previous year 191.28 177.88

Profit available for appropriation 200.06 207.21

Less: Proposed Dividend 3.13 9.40

Dividend Tax on the above 0.53 1.53

Transfer to General Reserve 1.00 5.00

Balance carried over to balance sheet 200.06 207.21

Earnings per Share (Rs.) 1.40 4.68

OPERATIONS / PERFORMANCE

During the year 2012-13 your Company''s turnover decreased by 1% from Rs.255.94 crores to Rs.254.23 crores. The gross operating profit (PBDIT) was lower by 24% at Rs.60.80 crores from the previous year''s Rs.80.02 crores and the net profit was lower by 70% in the current year at Rs.8.78 crores compared to Rs.29.33 crores of the previous year.

DIVIDEND

Your Directors are pleased to recommend a dividend of 25% (Rs.0.50 per equity share) on the Equity Shares of the Company for the financial year 2012-13. The outflow on account of the dividend would be Rs.3.67 crores including tax on Dividend.

EXPANSION PLANS Taj Krishna

The construction of an additional car parking facility along- with connecting bridge at the existing premises of Taj Krishna has been completed.

Work has started on a 20,000 sq.ft. open banqueting facility over the car park which will attract larger functions, exhibitions, conferences and events and with the synergy already available between Taj Krishna and Taj Deccan with the interconnecting brigde, the additional facility will bring in more room and F & B business to both properties. Further, the landscaping at Taj Krishna is also planned to be improved along with a new swimming pool, fitness centre and Jiva Spa.

GINGER HOTEL PROJECTS

The Company is also planning to enter the value for money segment through the ''Ginger'' brand in Andhra Pradesh. Various options are being worked out by the Ginger team based on the market survey.

INVESTMENT IN MUMBAI HOTEL PROJECT

The Company jointly with M/s. Greenridge Hotels and Resorts LLP (Greenridge - a GVK Company) through its SPV M/s. Green Woods Palaces & Resorts Private Limited (Green Woods) are setting up a 5 Star Deluxe (Luxury category) Hotel Project comprising of 275 rooms near Terminal 1C, at Mumbai International Airport Private Limited (MIAL), Santacruz, Mumbai under the ''TAJ'' brand.

Necessary agreements to this effect have been entered into and the work is progressing well on this project. TAJGVK in tranches would invest around ''110.25 crores in the Hotel Project.

OTHER PLANS

Company has been allotted around 6 acres land in Yellahanka, Bengaluru for hotel project. The Company is building a bridge across the land abutting Company land to connect the National Highway. The hotel building plans are under evaluation.

HUMAN RESOURCES

Your Company, growing in a competitive and dynamic environment, places great importance in the overall training and development of its employees, who make the decisive difference in the hotel industry.

The total strength of employees of your Company for the year under review was about 1969, which included executives, bargainable staff, probationers, trainees, apprentices and contract employees.

Industrial Relations throughout the year continued to remain cordial.

QUALITY

The three properties at Hyderabad and the property at Chennai are ISO 22000:2005 compliant by maintaining the desired norms for Food Safety Management Systems in Food

& Beverage operations.

LISTING

The Equity Shares of your Company are listed on Bombay Stock Exchange Limited and The National Stock Exchange of India Limited. It may be noted that there are no payments outstanding to the Stock Exchanges by way of Listing Fees, etc.,

DIRECTORS

During the year Dr. Abid Hussain, Independent Director expired on 21st June, 2012. Dr. Abid Hussain was the Director since 2001. The Board acknowledged the immense contribution of Dr. Abid Hussain and deeply regretted his demise.

In accordance with the Companies Act, 1956 read with the Articles of Association of the Company, Mr. D R Kaarthikeyan, Mr. P Abraham, Mr. K Jayabharath Reddy and Mr. Krishnaram Bhupal Directors, retire by rotation and being eligible have offered themselves for re-appointment.

Mr. S Anwar has been co-opted as an Additional Director on 4th February 2013 and shall hold the office up to this Annual General Meeting. Your company is in receipt of individual notice under section 257 of the Companies Act, 1956 for his appointment as Director of the company. Your Board recommends the above appointment/ reappointment of Directors in the best interest of the company.

INTERNAL AUDIT

M/s. A F Fergusson & Company, Chartered Accountants, Hyderabad acting as the internal auditors, have been conducting periodic audit of the operations of the Company, and the Audit Committee has reviewed their findings.

AUDITORS

The Statutory Auditors, M/s. Brahmayya & Co., Chartered Accountants, Hyderabad, retire at the ensuing Annual General Meeting and have confirmed their eligibility and willingness to accept office, if reappointed. Your Directors propose the reappointment of M/s Brahmayya & Co., as Statutory Auditors to hold office until the conclusion of the next Annual General Meeting of the Company.

PUBLIC DEPOSITS

During the year under review, your company has neither invited nor accepted any deposits from the public.

PARTICULARS OF EMPLOYEES

Information as required under section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 will be made available on request by the Members.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the provisions of section 217(2AA) of the Companies Act, 1956, the Board of Directors, based on the representations received from the Operations Management, hereby confirms that:

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

ii. It has in the selection of the accounting policies, consulted the Statutory Auditors and has 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 as at 31st March 2013 and of the profit of the Company for that period.

iii. It has taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities, to the best of its knowledge and ability. There are however, inherent limitations, which should be recognised while relying on any system of internal control and records.

iv. It has prepared the annual accounts on a going concern basis.

CORPORATE GOVERNANCE

Your Company is committed to maintain the highest standards of Corporate Governance. As required under Clause 49 of the Listing Agreement with the Stock Exchanges, the report on Management Discussion and Analysis, Corporate Governance as well as the Auditors'' certificate on the compliance of Corporate Governance are annexed and form part of the Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS

Management discussion and analysis of the financial condition and results of operations of the Company for the period under review as required under Clause 49 of the Listing Agreement with the Stock Exchanges, is given a separate statement in the Annual Report.

IMPACT ON HOSPITALITY BUSINESS

The year 2012-13 was a challenging and tough year due to influx of competition, slow down in the Indian economy along with global economic crisis. Though the storm had passed there were still signs of turbulent weather for the global hospitality industry in the year 2012-13. As whole, the industry looked pretty bright in many parts of the world. There were some geographies of the globe that did well, while other geographies struggled to achieve positive growth. An increase in the supply of new hotel rooms put pressure on hotel rates throughout the season, but efforts on achieving higher occupancy rates and garnering higher food and beverage business helped the hotel industry sail through this year.

OTHER INFORMATION

The Audit Committee of the Company reviewed the financial statements for the year under review at its meeting held on 30th April 2013 and recommended the same for the approval of the Board of Directors. Your Company''s effort towards conservation of energy, which results in savings in consumption of electricity, a significant component of the energy cost, is an ongoing process.

The Company continues to absorb and upgrade modern technologies and advanced hotel management techniques

in various guest contact areas, which includes wireless internet connectivity in all the hotels.

FOREIGN EXCHANGE EARNINGS AND OUTGO

As required under Section 217(1)(e) of the Companies Act, 1956, read with rule 2 of the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, the information relating to foreign exchange earnings and outgo is given in Note No.22 iii & iv.

ACKNOWLEDGEMENTS

Your Directors would like to express their grateful appreciation for the assistance and co-operation received from customers, banks, suppliers, shareholders, Central and State Governments and other statutory authorities and others associated with the Company. Your directors also wish to place on record their deep sense of appreciation for the excellent contribution made by employees at all levels, during the year under review.

By Order and on behalf of the Board

Dr. G V Krishna Reddy Executive Chairman

Place: Hyderabad

Date: 30th April 2013

Registered Office:

Taj Krishna, Road No.1

Banjara Hills, Hyderabad - 500 034

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Mar 31, 2012

The Directors have pleasure in presenting the Seventeenth Annual Report of the Company together with the Audited Accounts for the year ended 31st March 2012.

FINANCIAL RESULTS

The performance of the Company for the financial year ended 31st March 2012 is summarized below:

(Rs in crores)

Particulars 2011/12 2010/11

Turnover 255.94 260.66

Profit before Depreciation, Interest & Tax (PBDIT) 80.02 97.74

Less: Depreciation 22.10 20.61

Profit Before Interest & Tax 57.92 77.03

Less: Interest 15.14 11.30

Profit Before Tax 42.78 65.73

Less: Provision for

- Current Tax & Wealth Tax 8.70 19.22

- Deferred Tax 13.48 3.19

- MAT credit entitlement (8.70) -

- Short provision for earlier years (0.03) (0.02)

Profit After Tax 29.33 43.34

Balance brought forward from previous year 177.88 159.12

Profit available for appropriation 207.21 202.46

Less: Proposed Dividend 9.40 12.54

Dividend Tax on the above 1.53 2.03

Transfer to General Reserve 5.00 10.00

Balance carried over to balance sheet 207.21 177.88

Earnings per Share (Rs) 4.68 6.91

OPERATIONS / PERFORMANCE

During the year 2011-12 your Company's turnover decreased by 2% from Rs260.66 crores to Rs255.94 crores. The gross operating profit (PBDIT) was lower by 18.04% at Rs80.02 crores from the previous year's Rs97.64 crores and the net profit was lower by 32.33% in the current year at Rs29.33 crores compared to Rs43.34 crores of the previous year.

DIVIDEND

Your Directors are pleased to recommend a dividend of 75% (Rs 1.50 per equity share) on the Equity Shares of the Company for the financial year 2011/12. The outflow on account of the dividend would be Rs10.93 crores including tax on Dividend.

INVENTORY ADDITION

During the financial year 2011-12, new five star hotel by name Vivanta By Taj Begumpet, Hyderabad became operational. This 181 room hotel was well received by the city and with this expansion, the Company's room inventory has gone up from 902 rooms to 1083 rooms.

EXPANSION PLANS

Taj Krishna

The construction of an additional Car parking facility along- with enhanced landscaping and connecting bridges at the existing premises of Taj Krishna is nearing completion.

GINGER HOTEL PROJECTS

The Company is also planning to enter the value for money segment through the 'Ginger' brand in Andhra Pradesh. The excavation works on the first Ginger hotel on a site located near the Shamshabad International Airport have been completed and civil work is expected to commence shortly. INVESTMENT IN MUMBAI HOTEL PROJECT The Company jointly with M/s. Greenridge Hotels & Resorts Private Limited (Greenridge - a GVK Company) through its SPV M/s. Green Woods Palaces & Resorts Private Limited (Green Woods) are setting up a 5 Star Deluxe (Luxury category) Hotel Project comprising of 275 rooms near Terminal 1C, Santacruz, Mumbai at Mumbai International Airport under the 'TAJ' brand. Necessary agreements to this effect have been entered into. TAJGVK in tranches would invest around Rs110.25 crs in the Hotel Project.

OTHER PROJECTS

Company has been allotted around 6 acres land in Yellahanka Bengaluru for hotel project. Plans are under evaluation. HUMAN RESOURCES

Your Company, growing in a competitive and dynamic environment, places great importance in the overall training and development of its employees, who make the decisive difference in the hotel industry.

The total strength of employees of your Company for the year under review was about 1956, which included executives, bargainable staff, probationers, trainees, apprentices and contract employees.

Industrial Relations throughout the year continued to remain cordial.

QUALITY

The three properties at Hyderabad and Chandigarh property are HACCP (Hazard Analysis Critical Control Points) certified by the international certification agency BVQI. The 3 properties at Hyderabad, Chandigarh and Chennai are also ISO 22000:2005 compliant by maintaining the desired norms for Food Safety Management Systems in Food & Beverage operations.

LISTING

The Equity Shares of your Company are listed on Bombay Stock Exchange Limited and The National Stock Exchange of India Limited. It may be noted that there are no payments outstanding to the Stock Exchanges by way of Listing Fees, etc. DIRECTORS

During the year 2011, Mr. Ajit Singh, Independent Director expired on 24th December, 2011. Mr. Ajit Singh was the Director since 2009 and he was also a Director in the erstwhile GVK Hotels Limited and the Company has availed his services for the Hospitality business since inception of the GVK's flagship hotel under the name Krishna Oberoi. The Board acknowledged the immense contribution of Mr. Ajit Singh and deeply regretted his demise.

In accordance with the Companies Act, 1956 read with the Articles of Association of the Company, Mr. G V Sanjay Reddy, Dr. Abid Hussain, Dr. A Ramakrishna and Mr. M B N Rao Directors, retire by rotation and being eligible have offered themselves for re-appointment.

Mrs. Deepa Misra Harris, Mr. Ch G Krishna Murthy have been co-opted as an Additional Directors on 30th January 2012, 30th April 2012 respectively and shall hold the office up to this Annual General Meeting. Your company is in receipt of individual notice under section 257 of the Companies Act, 1956 for their appointment as Director of the company.

Your Board recommends the above appointments/ reappointment of Directors in the best interest of the company.

INTERNAL AUDIT

M/s. A F Fergusson & Company, Chartered Accountants, Hyderabad acting as the internal auditors, have been conducting periodic audit of the operations of the Company, and the Audit Committee has reviewed their findings.

AUDITORS

The Statutory Auditors, M/s. Brahmayya & Co., Chartered Accountants, Hyderabad, retire at the ensuing Annual General Meeting and have confirmed their eligibility and willingness to accept office, if reappointed. Your Directors propose the reappointment of M/s Brahmayya & Co., as Statutory Auditors to hold office until the conclusion of the next Annual General Meeting of the Company.

PUBLIC DEPOSITS

During the year under review, your company has neither invited nor accepted any deposits from the public.

PARTICULARS OF EMPLOYEES

Information as required under section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 will be made available on request by the Members. DIRECTORS' RESPONSIBILITY STATEMENT Pursuant to the provisions of section 217(2AA) of the Companies Act, 1956, the Board of Directors, based on the representations received from the Operations Management, hereby confirms that:

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

ii. It has in the selection of the accounting policies, consulted the Statutory Auditors and has 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 as at 31st March 2012 and of the profit of the Company for that period.

iii. It has taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities, to the best of its knowledge and ability. There are however, inherent limitations, which should be recognised while relying on any system of internal control and records.

iv. It has prepared the annual accounts on a going concern basis.

CORPORATE GOVERNANCE

Your Company is committed to maintain the highest standards of Corporate Governance. As required under Clause 49 of the Listing Agreement with the Stock Exchanges, the report on Management Discussion and Analysis, Corporate Governance as well as the Auditors' certificate on the compliance of Corporate Governance are annexed and form part of the Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS

Management discussion and analysis of the financial condition and results of operations of the Company for the period under review as required under Clause 49 of the Listing Agreement with the Stock Exchanges, is given a separate statement in the Annual Report.

IMPACT ON HOSPITALITY BUSINESS

The hospitality business is presently passing through a challenging phase with increasing inventory and competition. However the medium and long term prospects of the industry remain intact with growing demand in a booming economy. OTHER INFORMATION

The Audit Committee of the Company reviewed the financial statements for the year under review at its meeting held on 30th April 2012 and recommended the same for the approval of the Board of Directors. Your Company's effort towards conservation of energy, which results in savings in consumption of electricity, a significant component of the energy cost, is an ongoing process.

The Company continues to absorb and upgrade modern technologies and advanced hotel management techniques in various guest contact areas, which includes wireless internet connectivity in all the hotels.

FOREIGN EXCHANGE EARNINGS AND OUTGO

As required under Section 217(1)(e) of the Companies Act, 1956, read with rule 2 of the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, the information relating to foreign exchange earnings and outgo is given in Note No.21 (iii).

ACKNOWLEDGEMENTS

Your Directors would like to express their grateful appreciation for the assistance and co-operation received from customers, banks, suppliers, shareholders, Central and State Governments and other statutory authorities and others associated with the Company. Your directors also wish to place on record their deep sense of appreciation for the excellent contribution made by employees at all levels, which enabled the Company to achieve sustained growth in the operational performance during the year under review.

By Order and on behalf of the Board

Place: Hyderabad G V Krishna Reddy

Date: 30th April 2012 Executive Chairman

Registered Office:

Taj Krishna, Road No.1

Banjara Hills, Hyderabad - 500 034

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Mar 31, 2011

The Directors have pleasure in presenting the Sixteenth Annual Report of the Company together with the Audited Accounts for the year ended 31st March 2011.

FINANCIAL RESULTS

The performance of the Company for the financial year ended 31st March 2011 is summarised below:

(Rs. in Crores)

Particulars 2010/11 2009/10

Turnover 260.66 229.25 Profit before Depreciation,

Interest & Tax (PBDIT) 97.64 86.74

Less: Depreciation 20.61 19.61

Profit Before Interest & Tax 77.03 67.13

Less: Interest 11.30 12.17

Profit Before Tax 65.73 54.96

Less: Provision for

- Current Tax & Wealth Tax 19.22 15.02

- Deferred Tax 3.19 3.84

- Short provision for earlier years (0.02) (0.17)

Profit After Tax 43.34 36.27

Balance brought forward from previous year 159.12 147.47

Profit available for appropriation 202.46 183.74

Less: Proposed Dividend 12.54 12.54

Dividend Tax on the above 2.03 2.08

Transfer to General Reserve 10.00 10.00

Balance carried over to balance sheet 177.88 159.12

Earnings per Share (Rs.) 6.91 5.78

OPERATIONS / PERFORMANCE

The year 2010-11 saw a slight improvement in the GDP growth in the country. The Indian economy grew at 8.5% during the year 2010-11. The last two quarters of the fiscal saw the revival in growth rates across all sectors.

During the year 2010-11 your Companys turnover increased by 13.70% from Rs. 229.25 crores to Rs. 260.66 crores. The gross operating profit (PBDIT) was higher by 12.57% at Rs. 97.64 crores from the previous years Rs. 86.74 crores and the net profit was higher by 19.49% in the current year at Rs. 43.34 crores compared to Rs. 36.27 crores of the previous year.

DIVIDEND

Your Directors are pleased to recommend a dividend of 100% (Rs. 2.00 per equity share) on the Equity Shares of the Company for the financial year 2010/11. The outflow on account of the dividend would be Rs. 14.57 crores including tax on Dividend.

EXPANSIONS AT HYDERABAD

The civil works and interiors for the new five star hotel project site at Begumpet, Hyderabad is in advanced stages. As per asset light strategy of the Company, the owner of land has put up the structure and the Company is doing the interiors. The project would consist of around 181 rooms with cost of interiors estimated at around Rs. 100 crores, and is expected to be operational in 2011.

The Company is proposing the construction of a 12000 sq ft spa and an additional Car parking facility along-with enhanced landscaping and connecting bridges at the existing premises of Taj Krishna, at an estimated cost of Rs. 20 Crores. The excavation works have been completed and the construction work on the car-parking facility has commenced.

The Company is also planning to enter the value for money segment through the Ginger brand in Andhra Pradesh. The excavation works on the first Ginger hotel on a site located near the Shamshabad International Airport have been completed. The hotel is expected to be completed over the next two years.

HUMAN RESOURCES

Your Company, growing in a competitive and dynamic environment, places great importance in the overall training and development of its employees, who make the decisive difference in the hotel industry.

The total strength of employees of your Company for the year under review was about 1798, which included executives, bargainable staff, probationers, trainees, apprentices and contract employees.

Industrial Relations throughout the year continued to remain cordial.

QUALITY

The three properties at Hyderabad and the property at Chandigarh are HACCP (Hazard Analysis Critical Control Points) certified by the international certification agency BVQI. The 3 properties at Hyderabad are also ISO 22000:2005 compliant by maintaining the desired norms for Food Safety Management Systems in Food & Beverage operations.

LISTING

The Equity Shares of your Company are listed on Bombay Stock Exchange Limited and The National Stock Exchange of India Limited. It may be noted that there are no payments outstanding to the Stock Exchanges by way of Listing Fees, etc.

AWARDS

During the year 2011, your Companys Executive Chairman Dr. G V Krishna Reddy was conferred the prestigious Padma Bhushan award by the Government of India in the discipline of Trade and Industry from Andhra Pradesh. He has been a pioneer in private participation in infrastructure development, mainly in power, roads and urban landscape. The "Padma Bhushan" award is the third highest civilian award in the Republic of India. Dr G V Krishna Reddy is the Chairman of the diversified GVK Group, which operates also the Mumbai and Bengaluru Airports.

INTERNAL AUDIT

M/s. A F Fergusson & Company, Chartered Accountants, Hyderabad acting as the internal auditors, have been conducting periodic audit of the operations of the Company, and the Audit Committee has reviewed their findings.

AUDITORS

The Statutory Auditors, M/s. Brahmayya & Co., Chartered Accountants, Hyderabad, retire at the ensuing Annual General Meeting and have confirmed their eligibility and willingness to accept office, if reappointed. Your Directors propose the re-appointment of M/s Brahmayya & Co., as Statutory Auditors to hold office until the conclusion of the next Annual General Meeting of the Company.

PUBLIC DEPOSITS

During the year under review, your company has neither invited nor accepted any deposits from the public.

PARTICULARS OF EMPLOYEES

Information as required under section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 will be made available on request by the Members.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the provisions of section 217(2AA) of the Companies Act, 1956, the Board of Directors, based on the representations received from the Operations Management, hereby confirms that:

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

ii. It has in the selection of the accounting policies, consulted the Statutory Auditors and has 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 as at 31st March 2011 and of the profit of the Company for that period.

iii. It has taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities, to the best of its knowledge and ability. There are however, inherent limitations, which should be recognised while relying on any system of internal control and records.

iv. It has prepared the annual accounts on a going concern basis.

CORPORATE GOVERNANCE

Your Company is committed to maintain the highest standards of Corporate Governance. As required under Clause 49 of the Listing Agreement with the Stock Exchanges, the report on Management Discussion and Analysis, Corporate Governance as well as the Auditors certificate on the compliance of Corporate Governance are annexed and form part of the Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS

Management discussion and analysis of the financial condition and results of operations of the Company for the period under review as required under Clause 49 of the Listing Agreement with the Stock Exchanges, is given in a separate statement in the Annual Report.

IMPACT ON HOSPITALITY BUSINESS

The hospitality business has revived riding on the booming Indian economy and improving Global economic factors.

OTHER INFORMATION

Disclosure of quantitative data details under section 211(4) of the Companies Act, 1956 has been notified under general exemption with effect from for the Financial Year 2010-11.

The Audit Committee of the Company reviewed the financial statements for the year under review at its meeting held on 28th April 2011 and recommended the same for the approval of the Board of Directors.

Your Companys effort towards conservation of energy, which results in savings in consumption of electricity, a significant component of the energy cost, is an ongoing process.

The Company continues to absorb and upgrade modern technologies and advanced hotel management techniques in various guest contact areas, which includes wireless internet connectivity in all the hotels.

FOREIGN EXCHANGE EARNINGS AND OUTGO

As required under Section 217(1)(e) of the Companies Act, 1956, read with rule 2 of the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988,

the information relating to foreign exchange earnings and outgo is in Note Nos.11 (iii) and (iv) of the Notes to Balance Sheet and Profit and Loss Account.

ACKNOWLEDGEMENTS

Your Directors would like to express their grateful appreciation for the assistance and co-operation received from customers, banks, suppliers, shareholders, Central and State Governments and other statutory authorities and others associated with the Company. Your directors also wish to place on record their deep sense of appreciation for the excellent contribution made by employees at all levels, which enabled the Company to achieve sustained growth in the operational performance during the year under review.

By Order and on behalf of the Board

Place : Hyderabad G V Krishna Reddy

Date : 28th April 2011 Executive Chairman

Registered Office:

Taj Krishna, Road No.1

Banjara Hills

Hyderabad - 500 034.

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Mar 31, 2010

The Directors have pleasure in presenting the Fifteenth Annual Report of the Company together with the Audited Accounts for the year ended 31 st March 2010.

FINANCIAL RESULTS

The performance of the Company for the financial year ended 31 st March 2010 is summarised below:

(Rs. inCrores) Particulars 2009/10 2008/09 Turnover 229.25 238.21 Profit before Depreciation, Interest & Tax (PBDIT) 86.74 101.46 Less: Depreciation 19.61 13.61 Profit Before Interest & Tax 67.13 87.85 Less: Interest 12.17 6.16 Profit Before Tax 54.96 81.69 Less: Provision for - Current Tax & Wealth Tax 15.02 25.21 - Deferred Tax 3.84 3.32 - Fringe Benefit Tax - 0.31 - Short provision for earlier years (0.17) 0.09 Profit After Tax 36.27 52.76 Balance brought forward from previous year 147.47 116.68 Withdrawal of Foreign Exchange earnings reserve no longer utilised - 2.70 Profit available for appropriation 183.74 172.14 Less: Proposed Dividend 12.54 12.54 Dividend Tax on the above 2.08 2.13 Transfer to General Reserve 10.00 10.00 Balance carried over to balance sheet 159.12 147.47 Earnings per Share (Rs.) 5.78 8.42

OPERATIONS / PERFORMANCE

The year 2009-10 saw a slight dip in the GDP growth in the country. The Indian economy grew at 6.1 % during the year 2009-10. The last two quarters of the fiscal saw the revival in growth rates across all sectors.

During the year 2009-10 your Companys turnover fell by 4% from Rs.238.21 crores to Rs.229.25 crores. The gross operating profit (PBDIT) was lower by 14% at Rs.86.74 crores from the previous years Rs. 101.46 crores and the net profit was lower by 33% in the current year at Rs.54.96 crores compared to Rs.81.69 crores of the previous year.

Though the Companys financials were hit badly in the first half of the year, the recovery in second half moderated impact on annual results.

DIVIDEND

Your Directors are pleased to recommend a dividend of 1 00% (Rs.2.00 per equity share) on the Equity Shares of the

Company for the financial year 2009/10. The outflow on account of the dividend would be Rs.14.62 crores including tax on Dividend.

CHENNAI HOTEL

Taj Mount Road, Chennai recorded a cash profit for the year 2009-10. By breaking even at cash profit level in the first financial year of full operations, the Chennai property is bound to play a leading role in ramping up both total revenues and profitability of the Company for the 2010-11 fiscal.

EXPANSIONS AT HYDERABAD

The civil works and interiors for the new five star hotel project site at Begumpet, Hyderabad is progressing as per schedule. As per asset light strategy of the company, the owner of land has put up the structure and the company is doing the interiors. The project would consist of around 189 rooms with cost of interiors estimated at around Rs.80 crores, and is expected to be operational by 2011.

The Company is proposing the construction of service apartments (43 nos.), 7000 sq ft spa and the additional Car parking facility at the existing premises of Taj Krishna, at an estimated cost of Rs. 75 Crores. The excavation works for the car park facility has been completed and plans approved for multi level car parking to be build in first phase.

HUMAN RESOURCES

Your Company, growing in a competitive and dynamic environment, places great importance in the overall training and development of its employees, who make the decisive difference in the hotel industry.

The total strength of employees of your Company for the year under review was about 1769, which included executives, bargainable staff, probationers, trainees, apprentices and contract employees.

Industrial Relations throughout the year continued to remain cordial.

QUALITY

The three properties at Hyderabad and the properties at Chandigarh and Chennai are HACCP (Hazard Analysis Critical Control Points) certified by the international certification agency BVQI. The properties at Hyderabad and Chennai are also ISO 22000:2005 compliant by maintaining the desired norms for Food Safety Management Systems in Food & Beverage operations.

LISTING

The Equity Shares of your Company are listed on Bombay Stock Exchange Limited and The National Stock Exchange of India Limited. It may be noted that there are no payments outstanding to the Stock Exchanges by way of Listing Fees, etc.

AWARDS

During the year 2009, your Companys Executive Chairman Dr. G V Krishna Reddy was conferred the "Entrepreneur of

the Year, 2009" award and the award was given at the 12th Economic Times Awards for Corporate Excellence, held at Mumbai on 10th January, 2010. Mr. D R Kaarthikeyan, Director was conferred the prestigious Padma Shri award by the Government of India for the excellent services rendered by him during his tenure in various fields.

DIRECTORS

During the year 2009, Sri Somanadri Bhupal promoter director expired on 1st September 2009. Sri Bhupal was associated with GVK Croup of Companies for a long period of time and was member of Board of our Company right from its inception in 2000. The Board acknowledged the immense contribution of Sri Bhupal to development of the Company and deeply regretted his sudden demise.

The Board at its meeting held on January 29th, 2010 re- appointed Dr. G V Krishna Reddy as an Executive Chairman with effect from April 25th 2010 for a period of 5 years subject to the approval of the members of the Company. The resolution on re-appointment and remuneration of Dr. G V Krishna Reddy has been put up for consideration and approval of the members.

The Board at its meeting held on January 29th, 2010 re- appointed Mrs. G Indira Krishna Reddy as the Managing Director with effect from April 25th 2010 for a period of 5 years subject to the approval of the members of the Company. The resolution on re-appointment and remuneration of Mrs. G Indira Krishna Reddy has been put up for consideration and approval of the members.

In accordance with the Companies Act, 1956 read with the Articles of Association of the Company, Mr.G V Sanjay Reddy, Dr. Abid Hussain, Dr. A Ramakrishna, Mr. P Abraham and Mr. K Jayabharath Reddy Directors, retire by rotation and being eligible have offered themselves for re- appointment.

Mr.Krishnaram Bhupal, Mr. M B N Rao have been co-opted as an Additional Directors on 24th October 2009 and shall hold the office upto this Annual General Meeting. Your company is in receipt of individual notice under section 257 of the Companies Act, 1956 for their appointment as Director of the company.

Your Board recommends the above appointments/ reappointment of Directors in the best interest of the company.

INTERNAL AUDIT

M/s. A F Fergusson & Company, Chartered Accountants, Hyderabad acting as the internal auditors, have been conducting periodic audit of the operations of the Company, and the Audit Committee has reviewed their findings.

AUDITORS

The Statutory Auditors, M/s. Brahmayya & Co., Chartered Accountants, Hyderabad, retire at the ensuing Annual General Meeting and have confirmed their eligibility and willingness to accept office, if reappointed. Your Directors propose the reappointment of M/s Brahmayya & Co., as

Statutory Auditors to hold office until the conclusion of the next Annual General Meeting of the Company.

PUBLIC DEPOSITS

During the year under review, your company has neither invited nor accepted any deposits from the public.

PARTICULARS OF EMPLOYEES

Information as required under section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 will be made available on request by the Members.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the provisions of section 217(2AA) of the Companies Act, 1956, the Board of Directors, based on the representations received from the Operations Management, hereby confirms that:

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

ii. It has in the selection of the accounting policies, consulted the Statutory Auditors and has 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 as at 31st March 2010 and of the profit of the Company for that period.

iii. It has taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities, to the best of its knowledge and ability. There are however, inherent limitations, which should be recognised while relying on any system of internal control and records.

iv. It has prepared the annual accounts on a going concern basis.

CORPORATE GOVERNANCE

Your Company is committed to maintain the highest standards of Corporate Governance. As required under Clause 49 of the Listing Agreement with the Stock Exchanges, the report on Management Discussion and Analysis, Corporate Governance as well as the Auditors certificate on the compliance of Corporate Governance are annexed and form part of the Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS

Management discussion and analysis of the financial condition and results of operations of the Company for the period under review as required under Clause 49 of the Listing Agreement with the Stock Exchanges, is given a separate statement in the Annual Report.

IMPACT ON HOSPITALITY BUSINESS

The hospitality sector as a whole was affected drastically due to global meltdown and the Mumbai terror attack, which

adversely impacted the occupancy levels and Average Room Revenues during the financial year 2009-10.

OTHER INFORMATION

The Department of Corporate Affairs under section 211(4) of the Companies Act, 1956 exempted your Company from disclosing quantitative particulars in the Annual Report for a period of three years with effect from the financial year 2007-08.

The Audit Committee of the Company reviewed the financial statements for the year under review at its meeting held on 27th April 2010 and recommended the same for the approval of the Board of Directors.

Your Companys effort towards conservation of energy, which results in savings in consumption of electricity, a significant component of the energy cost, is an ongoing process.

The Company continues to absorb and upgrade modern technologies and advanced hotel management techniques in various guest contact areas, which includes wireless internet connectivity in all the hotels.

FOREIGN EXCHANGE EARNINGS AND OUTGO

As required under Section 217(1)(e) of the Companies Act, 1956, read with rule 2 of the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, the information relating to foreign exchange earnings and

outgo is in Note Nos.10 (iv) and (v) of the Notes to Balance Sheet and Profit and Loss Account.

ACKNOWLEDGEMENTS

Your Directors would like to express their grateful appreciation for the assistance and co-operation received from customers, banks, suppliers, shareholders, Central and State Governments and other statutory authorities and others associated with the Company. Your directors also wish to place on record their deep sense of appreciation for the excellent contribution made by employees at all levels, which enabled the Company to achieve sustained growth in the operational performance during the year under review.

By Order and on behalf of the Board Place : Hyderabad G V Krishna Reddy Date : 27th April 2010 Executive Chairman

Registered Office: Taj Krishna, Road No.1 Banjara Hills Hyderabad - 500 034.