Dear Shareholders,
Your Directors have pleasure in presenting the 31st Annual Report of
the Company together with the Standalone and Consolidated Audited Accounts for the year
ended March 31, 2026.
1) Financial Results
The performance of the Company for the financial year ended March 31,
2026 is summarized below:
(Rs. In Crores)
| Particulars |
Standalone |
Consolidated |
|
2025-26 |
2024-25 |
2025-26 |
2024-25 |
| Total Revenue |
502.52 |
461.32 |
517.02 |
461.32 |
| Operating expenses |
327.21 |
310.68 |
353.49 |
310.68 |
| Earnings Before Interest, Depreciation and
Tax |
175.31 |
150.64 |
163.53 |
150.64 |
| Depreciation |
12.65 |
13.20 |
14.73 |
13.20 |
| Finance cost |
4.66 |
8.85 |
4.91 |
8.85 |
| Profit Before Exceptional Income |
158.00 |
128.59 |
143.89 |
128.59 |
| Exceptional Income |
- |
- |
282.64 |
- |
| Profit Before Tax |
158.00 |
128.59 |
426.53 |
128.59 |
| Tax expense: |
|
|
|
|
| Current tax |
42.64 |
32.31 |
40.00 |
32.31 |
| Deferred tax |
(1.61) |
1.43 |
(1.88) |
1.43 |
| Profit After Tax |
116.97 |
94.85 |
388.41 |
94.85 |
| Total Comprehensive Income for the year |
116.06 |
94.34 |
387.66 |
94.34 |
| Share of profit / (loss) from joint venture |
- |
- |
21.86 |
22.28 |
| Profit brought forward from previous year |
477.72 |
392.78 |
505.41 |
398.19 |
| Adjustment on consolidation of share of JV |
- |
- |
(27.69) |
- |
| Profit available for appropriation |
593.78 |
487.12 |
887.24 |
514.81 |
| Less: Dividend paid |
12.54 |
9.40 |
12.54 |
9.40 |
| Profit carried forward to Balance Sheet |
581.24 |
477.72 |
874.7 |
505.41 |
| Earnings per share (Rs.) |
18.51 |
15.85 |
65.31 |
18.6 |
2) Company's Performance
During the year under review, the Company on a standalone basis, the
total revenue of the company for the financial year 2025-26 stood at Rs.502.52 crores as
compared to Rs.461.32 crores in the previous financial year. The positive business
sentiment both in room sales and the food & beverage segment continued into this
financial year. Though the first quarter was impacted by drop in business due to Operation
Sindoor, especially in our Chandigarh market and the Company managed to capitalize on
strong tailwinds in the second half of the year.
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 at Taj Deccan, Hyderabad and public areas at Taj Chandigarh and Taj Club
House, Chennai. An amount of Rs. 8.01 crores was spent during the year.
3) Depreciation and Finance Costs
Depreciation for the year was lower at Rs.12.65 crores as compared to
Rs.13.20 crores for the previous year. Finance costs for the year ended March 31, 2026 was
Rs.4.66 crores, which is lower by Rs.4.19 crores than previous year, on account of
repayment of term loans and better working capital management.
4) Subsidiary Company
During the year, the Company acquired an additional 2.01% equity stake
in Green Woods Palaces and Resorts Private Limited ("Green Woods") on February
10, 2026, consequent to which Green Woods became a subsidiary of the Company with effect
from the said date.
Accordingly, upto February 9, 2026, the Company accounted for its
investment in Green Woods as a Joint Venture under the equity method in accordance with
Ind AS 28 "Investments in Associates and Joint Ventures" read with Ind AS 111
"Joint Arrangements". Pursuant to acquisition of control, the financial
statements of Green Woods have been consolidated with the financial statements of the
Company on a line-by-line basis in accordance with Ind AS 110 "Consolidated Financial
Statements" with effect from February 10, 2026.
The Company revalued the investment held in its books at the current
acquisition price as required under Ind AS 110. Accordingly, the company reported Gain on
Fair value of equity investment due to business combination of Rs.282.64 crores which is
disclosed as Exceptional Item in Statement of Consolidated Profit and Loss. The Goodwill
arising on revaluation of Green Woods Palaces & Resorts Private Limited as a combined
economic entity and the Non-Controlling Interest therein are respectively reported in the
Statement of Consolidated Assets and Liabilities.
On Consolidated basis, after considering the proportionate profit of
the Subsidiary Company, the Company reported Profit After Tax for the year 2025-26 was
Rs.410.27 crores as compared to Rs.117.19 crores in the previous year.
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.
As per Rule 8 of the Companies (Accounts) Rules, 2014, a Report on the
Financial performance of Subsidiary / Associate / Joint Venture Company along with their
contribution to the overall performance of the Company during the Financial Year ended
March 31, 2026 is annexed to this Board's Report as Annexure - 1.
The detailed policy for determining material subsidiaries as approved
by the Board is uploaded on the Company's website and can be accessed at the Web-link:
5) Financial Results of Subsidiary Company
The performance of Green Woods Palaces and Resorts Private Limited, the
Subsidiary Company for the financial year ended March 31, 2026 is as below:
(Rs. In Crores)
| Particulars |
2025-26 |
2024-25 |
| Total Revenue |
236.51 |
231.83 |
| Operating expenses |
146.02 |
136.92 |
| Depreciation |
16.26 |
17.72 |
| Finance cost |
6.00 |
11.91 |
| Profit / (Loss) Before Tax |
68.22 |
65.28 |
| Exceptional Item |
- |
- |
| Profit / (Loss) Before Tax after exceptional
items |
68.22 |
65.28 |
| Tax expense: |
|
|
| Current tax |
19.50 |
21.25 |
| Deferred tax |
(0.16) |
(1.58) |
| Profit / (Loss) After Tax |
48.88 |
45.61 |
| Total Comprehensive Income for the year |
49.04 |
45.49 |
| Earnings per share (Rs.) |
6.54 |
6.06 |
The Subsidiary Company also reported the highest ever topline and
Profit After Tax numbers in the past 11 years and all the accumulated losses are wiped out
and the Company reported Reserves and surplus of Rs.64.31 crores at the end of the year.
6) Financial Statement
The audited Standalone and Consolidated Financial Statements of the
Company are prepared in accordance with Indian Accounting Standards (Ind AS) as per the
Companies (Indian Accounting Standards) Rules, 2015 notified under section 133 of the
Companies Act, 2013 and other relevant provisions of the Companies Act, 2013 read with
Regulation 33 of the Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015 ("Listing Regulations"). The audited
Standalone and Consolidated Financial Statements of the Company which form a part of this
Annual Report.
As per the provisions of Section 136 of the Companies Act, 2013, the
Company has placed Audited Financial Statements of its Subsidiary on its website
www.tajgvk.in and a copy of Audited Financial Statements of its Subsidiary will be
provided to shareholders upon their request.
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 are no changes in the authorised,
issued, subscribed and paid-up share capital of the Company.
During the year under review, there was no sub-division, reduction of
share capital, buy back of shares, changes in capital structure resulting from
restructuring and changes in voting rights of the equity shares 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 2025-26. The total dividend, that will be paid out will aggregate to
Rs.12.54 crores for the financial year 2025-26 (Previous year i.e. 2024-25 was Rs.12.54
crores @ 100% on a paid-up equity share of Rs.2/- each).
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/i/dividend-distribution-policy.pdf.
11) Borrowings / Indebtness
The Company has drawn out of the sanctioned loan limits for the
Yelahanka Bengaluru project of Rs. 200 Crore and the loan outstanding as at March 31, 2026
was Rs.75.44 crores. During the financial year under review, the company repaid Rs.5
crores.
12) Credit Rating
During the year under review, your Company's credit ratings are as
below:
| India Ratings |
Long Term Loan Rating: IND A+ / Stable |
|
Short Term Loan Rating: 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 during the FY 2025-26,
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.
The company invested an additional amount of Rs. 16.09 crores towards
acquisition of 2.01% equity shares in Green Woods Places and Resorts Limited.
15) Related Party Transactions
All contracts / arrangements / transactions entered into by the Company
during the Financial Year 2025-26 with related parties, as per provisions of section 188
of the Companies Act, 2013 read with SEBI (LODR) Regulations were in the ordinary course
of business and on arm's length basis and your Company took necessary prior approval of
the Audit Committee before entering into related party transactions.
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.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 2025-26 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 as per Policy on Related
Party Transactions, hence details are not 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. This Hotel project consists of 255 rooms and the project
cost estimate is around Rs.450 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.
During the year, the company has completed all the rooms and public
area works. It has also received the Occupancy Certificate from Karnataka Industrial Areas
Development Board, Fire NOC and Karnataka Pollution Control Board Clearance. The Company
is presently de-snagging all areas to get it ready for operations. The hotel is proposed
to become operational in the current financial year.
17) Hotel Renovation / Refurbishments
The Company renovated 24 guest rooms at Taj Deccan as part of its
phased refurbishment plan to maintain best in class customer satisfaction at its
properties. It also refurbished the roof top F&B outlet at Taj Club House, Chennai and
relaunched it as a roof top bar Lava to attract the young discerning patrons in the city.
18) Meetings of The Board of Directors
During the year 2025-26 Eight Board Meetings were held, 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 Krishna 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 completed 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.
Mr. D R Kaarthikeyan (DIN:00327907) Non-Executive Independent Director
of the Company completed 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.
Re-appointments :
In accordance with the provisions of Companies Act, 2013 and in terms
of the Articles of Association of the Company, Mrs. G Indira Krishna Reddy (DIN:00005230)
and Mr. Anoop Vrajlal Metha (DIN: 00107044) are Non-Executive & Non-Independent
Directors and 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 her re-appointment.
Appointment:
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 proposed 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, her re-appointment as
Independent Director of the company was approved at the 30th AGM held on 12.09.2025 by
passing a special resolution. Mrs. Dinaz Noria, Independent Director shall hold office for
a second term of 5 years i.e. from 25.06.2025 to 24.05.2030.
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 and her appointment was approved by the shareholders
at the 30th AGM held on 12.09.2025 by passing a special resolution.
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 and his appointment was approved by the shareholders
at the 30th AGM held on 12.09.2025 by passing a special resolution.
Mr. N Sambasiva Rao (DIN:06638926) and Mr. J Krishna Kishore
(DIN:08001625), appointed as Non-Executive Independent Directors of the company for a term
of 5 years and based on the recommendation of the Nomination and Remuneration Committee
and Board of Directors appointed and the their appointment was approved by passing special
resolution through Postal Ballot. They shall hold office for a term of 5 years i.e. from
09.09.2025 to 08.09.2030.
Mrs. Dia Mehta Bhupal (DIN: 07123183), was appointed as Non-Executive
& Non-Independent Director of the company w.e.f. 31.07.2026 on the recommendation of
Nomination and Remuneration Committee. Her appointment as Non-Executive &
NonIndependent Director is subject to approval by the shareholders at the 31st AGM by
passing a ordinary resolution.
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.
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, 2026 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 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. 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 March 31, 2026, 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
Pursuant to the provisions of Section 149 of the Act, the all the
Independent Directors of the Company 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.
All Independent Directors of the Company have confirmed that they have
passed the Online Proficiency Self-Assessment Test conducted by Indian Institute of
Corporate Affair (IICA) 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 minimization
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
The Company's 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 at 27th AGM of the company and
they will hold office 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, 2026
and there are no qualifications, reservations or adverse remarks in the Auditor's Report.
30) Secretarial Audit
The Company's Secretarial Auditors, M/s.Vidya Rani & Associates,
Practicing Company Secretaries, (Certificate of Practice No.15135) (Peer Review
Certificate No.4157/2023) were appointed as the Secretarial Auditors of the Company for a
period of 5 years at the 30th AGM of the company and they will hold office up to the
conclusion of 35th AGM of the company to be held in the year 2030.
In this regard, the Company has received confirmation from the
Secretarial Auditors to the effect that their continuation as Secretarial Auditors would
be in accordance with the provisions of Section 204 of the Companies Act, 2013.
The Secretarial Auditors Report issued by M/s.Vidya Rani &
Associates, Practicing Company Secretaries in Form MR-3 for the financial year 2025-26 is
annexed to this Board's Report as Annexure - 4.
The Secretarial Auditors' Report does not contain any qualifications,
reservation or adverse remarks or disclaimer. Secretarial Audit of Material Unlisted
Indian Subsidiary
The Material Unlisted Subsidiary of your Company i.e., Green Woods
Palaces and Resorts Private Limited ("Green Woods") undertakes Secretarial Audit
every year under Section 204 of the Companies Act, 2013. The Secretarial Audit of Green
Woods for the Financial Year ended March 31, 2026 was carried out pursuant to Section 204
of the Companies Act, 2013. The Secretarial Audit Report of Green Woods issued by
M/s.Vidya Rani & Associates, Practicing Company Secretaries do not contain any
qualification, reservation or adverse remark or disclaimer.
The Secretarial Auditors Report of Green Woods in Form MR-3 for the
financial year 2025-26 is annexed to this Board's Report as Annexure - 4A.
Annual Secretarial Compliance Report
The Company has undertaken an audit for the Financial Year ended 31st
March, 2026 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 - 4B to this Report.
31) 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.
32) Internal Auditors
The Board of Directors of the Company have appointed M/s. Brahmayya
& Co., Chartered Accountants, as Internal Auditors for the Financial year 2025-26, and
the Internal Auditors have presented the observations to the Audit Committee at their
meeting held on 28.05.2026.
33) 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.
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 2025-26 in
the prescribed Form MGT-9, is available on the Company's website at http://www.tajgvk.
in/i/Annual-Return-MGT-9-2025-26.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, 2026 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 of your
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, 2026 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, 2026 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 2025-26 :
| Number of complaints received |
Nil |
| Number of complaints dispose off |
Nil |
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, 2026, forms
part of this Report as Annexure-5. The same is available on the Company's website at
http:// www.tajgvk.in/i/Annual-Report/BRSR2025-26.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 28.05.2026 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 410 permanent employees which includes Unit staff and Deputed staff and
522 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 2026-27.
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 to be continued in the 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, 2026 |
March 31, 2025 |
| Earned |
6052.99 |
6041.99 |
| Used |
943.81 |
363.70 |
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 : 31.07.2026 |
Non-Executive Chairman |
|
DIN:00005212 |
|