TajGVK Hotels & Resorts Ltd

DearShareholders,

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

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

(Rs. InCrores)

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 in the 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 inoperation 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 of 12% inthe operational performance ofthe company in Financial Year 2023-24to Rs. 410 Crores 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 during the year.

Depreciation fortheyear was lowerat Rs.13.95 crores as comparedto Rs.14.60 crores forthe previous year. 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.

The performance of Green Woods Palaces and Resorts Private Limited, theJV Company for thefinancialyear ended31st March, 2024 is as below:

(Rs. inCrores)

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 and Surplus of Rs. 11.04Crores atthe end oftheyear.

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.

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.

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.

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

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

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 in the ensuing Annual 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.

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

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.

Duringtheyear under review, your Company's credit ratings are as below:

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.

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.

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.

Duringtheyear 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.

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.

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.

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.

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.

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.

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.

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 (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.

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

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.

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.

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,

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

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,

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,

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,

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,

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,

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,

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,

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.

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.

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.

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.

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.

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.

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

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

There is no change inthe nature ofbusiness oftheCompany.

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.

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.

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.

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.

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.

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.

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

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

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.

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.

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

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

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.

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.

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.

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.

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)

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.