Royal Orchid Hotels Ltd — Proxy Solicitation & Information Statement 2024

Nov 22, 2024

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Date: November 22, 2024

To, To, The Manager, The Manager, Listing Compliance, Listing Compliance, Department of Corporate Services, Department of Corporate Services, BSE Limited, National Stock Exchange of India Limited, Floor 25, P. J. Towers, Exchange Plaza, Plot no. C/1, G Block Dalal Street, Bandra Kurla Complex, Bandra (E) Mumbai – 400 001 Mumbai – 400 051 BSE Scrip Code: 532699 NSE Scrip Symbol: ROHLTD

Dear Sir/Ma’am,

Subject: Postal Ballot Notice

In continuation of our letter dated November 14, 2024 and Pursuant to Schedule III, read with, the Regulation 30 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, we attach herewith a copy of the Postal Ballot Notice dated November 22, 2024, along with the Explanatory Statement (“ Postal Ballot Notice ”), being despatched today i.e. November 22, 2024, for seeking the approval of the members on the Special Businesses as contained in the Postal Ballot Notice.

In accordance with circulars issued by the Ministry of Corporate Affairs, from time to time, the postal ballot notice is sent only in electronic form to Members whose email addresses are registered with their depository participants (in case of electronic shareholding)/the Company’s Registrar and Transfer Agent (in case of physical shareholding) and whose names are recorded in the Register of Members/List of Beneficial Owners as on Friday, November 15, 2024.

The Company has engaged the services of Central Depository Services (India) Limited (“ CDSL ”) to provide e-voting facility to its members. The Notice is also available on the Company’s website www.royalorchidhotels.com.

You are requested to take note of the above.

Yours faithfully,

For ROYAL ORCHID HOTELS LIMITED

RANABIR Digitally signed by RANABIR SHIVAJI SHIVAJI SANYAL Date: 2024.11.22 SANYAL 18:02:34 +05'30'

RANABIR SANYAL

COMPANY SECRETARY & COMPLIANCE OFFICER

Encl: as above

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Postal Ballot Notice

Pursuant to Section 110 of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014

Dear Member(s),

Notice is hereby given pursuant to the provisions of Section 110, and other applicable provisions of the Companies Act, 2013, as amended (the “Act”), read together with the Companies (Management and Administration) Rules, 2014, as amended (the “Management Rules”), General Circular Nos. 14/2020 dated April, 8, 2020, 17/2020 dated April 13, 2020, 20/2020 dated May 5, 2020, 22/2020 dated June 15, 2020, 33/2020 dated September 28, 2020, 39/2020 dated December 31, 2020, 10/2021 dated June 23, 2021, 20/2021 dated December 8, 2021, 3/2022 dated May 5, 2022, Circular no. 11/2022 dated December 28, 2022, General Circular no. 09/2023 dated September 25, 2023 and Circular no. 09/2024 dated September 19, 2024 issued by the Ministry of Corporate Affairs, Government of India (the “ MCA Circulars ”), Secretarial Standard on General Meetings issued by the Institute of Company Secretaries of India and any other applicable law, rules and regulations (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force), that the resolutions appended below are proposed to be passed by the members of the Company (as on the Cut-off Date) (“ Members ”), through postal ballot (the “ Postal Ballot ”) only by way of remote e-voting (“ evoting ”) process and the notice would be circulated via email only. An Explanatory Statements pertaining to the said resolutions setting out the material facts and the reasons thereof form part of this Postal Ballot notice (“ Postal Ballot Notice ”).

In compliance with Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended (the “ LODR Regulations ”) and pursuant to the provisions of Sections 108 and 110 of the Act read with the rules framed thereunder and the MCA Circulars, the manner of voting on the proposed resolution is restricted only to e-voting i.e., by casting votes electronically instead of submitting postal ballot forms. In compliance with the MCA Circulars, the postal ballot notice and instructions for e-voting are being sent only through electronic mode to those Members whose email addresses are registered with the Company / depository participant(s).

The Board of Directors of the Company has appointed Mr. G. Shanker Prasad (Membership No. ACS 6357, C.P No. 6450), Company Secretary in Wholetime Practice, as the Scrutinizer (“ Scrutinizer ”) for conducting the Postal Ballot including e-voting process in a fair and transparent manner.

The Company has engaged the services of Central Depository Services (India) Limited, (“ CDSL ”) as its agency for providing evoting facility to the Members of the Company. The period of voting through Postal Ballot and e-voting shall commence on Saturday, November 23, 2024 at 09:00 A.M. (IST) and end on Sunday, December 22, 2024 at 5:00 P.M. (IST) . The e-voting module shall be disabled for voting thereafter.

The Scrutinizer will submit his report to the Chairman or to any other person authorized by him, after completion of scrutiny of the Postal Ballot including e-voting. The results of the Postal Ballot shall be declared on or before Tuesday, December 24, 2024 by 5.00 p.m. at the Registered Office of the Company. The said results along with the Scrutinizer Report will be displayed at the Registered Office as well as the Corporate Office of the Company and will also be communicated to BSE Limited (“ BSE ”) and National Stock Exchange of India Limited

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(“ NSE ”) where the shares of the Company are listed. A copy of the results will also be forwarded to CDSL for displaying the same on its website, www.evotingindia.com and will also be displayed on the Company’s website, www.royalorchidhotels.com.

SPECIAL BUSINESS:

1. RE-APPOINTMENT OF MR. RAJKUMAR THAKARDAS KHATRI (DIN: 01787188) AS AN INDEPENDENT DIRECTOR:

To consider and if thought fit, the following resolution as a Special Resolution :

“ RESOLVED THAT pursuant to Sections 149, 150, 152 read with Schedule IV and other applicable provisions of the Companies Act, 2013 (hereinafter referred to as “the Act”) and the Companies (Appointment and Qualification of Directors) Rules, 2014, Regulation 17 and other applicable regulations of the SEBI Listing Regulations, as amended (including any statutory modification(s) or enactment(s) thereof for the time being in force), Mr. Rajkumar Thakardas Khatri (DIN: 01787188), who holds office as an Independent Director up to October 07, 2024, be and is hereby re-appointed as an Independent Director of the Company, for a second term of 1 (One) year with effect from October 08, 2024 to October 07, 2025, not liable to retire by rotation as per the terms given in the explanatory statement;

RESOLVED FURTHER THAT the Board or any Committee thereof, be and is hereby authorized to do all such things, deeds, matters and acts, as may be required to give effect to this resolution and to do all things incidental and ancillary thereto.”

2. RE-APPOINTMENT OF MR. ASHUTOSH CHANDRA (DIN: 09766619) AS AN INDEPENDENT DIRECTOR:

To consider and if thought fit, the following resolution as a Special Resolution :

“ RESOLVED THAT pursuant to Sections 149, 150, 152 read with Schedule IV and other applicable provisions of the Companies Act, 2013 (hereinafter referred to as “the Act”) and the Companies (Appointment and Qualification of Directors) Rules, 2014, Regulation 17 and other applicable regulations of the SEBI Listing Regulations, as amended (including any statutory modification(s) or enactment(s) thereof for the time being in force), Mr. Ashutosh Chandra (DIN: 09766619), who holds office as an Independent Director up to October 20, 2024, be and is hereby re-appointed as an Independent Director of the Company, for a second term of 1 (One) year with effect from October 21, 2024, to October 20, 2025, not liable to retire by rotation as per the terms given in the explanatory statement;

RESOLVED FURTHER THAT the Board or any Committee thereof, be and is hereby authorized to do all such things, deeds, matters and acts, as may be required to give effect to this resolution and to do all things incidental and ancillary thereto.”

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3. APPOINTMENT OF MR. VENKATA RAMANA MURTHY PINISETTI (DIN - 03483544) AS AN INDEPENDENT DIRECTOR:

To consider and if thought fit, the following resolution as a Special Resolution :

“ RESOLVED THAT pursuant to Sections 149, 150, 152 read with Schedule IV and other applicable provisions of the Companies Act, 2013 (hereinafter referred to as “the Act”) and the Companies (Appointment and Qualification of Directors) Rules, 2014, Regulation 17 and other applicable regulations of the LODR Regulations, as amended (including any statutory modification(s) or enactment(s) thereof for the time being in force), Mr. Venkata Ramana Murthy Pinisetti (DIN - 03483544), who was appointed as an Additional Director under the category of Independent Director of the Company by the Board of Directors, be and is hereby appointed as an Independent Director of the Company for a period of 2 (Two) years with effect from October 09, 2024 to October 08, 2026, not liable to retire by rotation, as per the terms given in the explanatory statement;

RESOLVED FURTHER THAT the Board or any Committee thereof, be and is hereby authorized to do all such things, deeds, matters and acts, as may be required to give effect to this resolution and to do all things incidental and ancillary thereto.”

By Order of Board of Directors Royal Orchid Hotels Limited Sd/-

Date: 22.11.2024 Place: Bangalore

Ranabir Sanyal Company Secretary and Compliance Officer

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NOTES:

1. The Explanatory Statement pursuant to Section 102, 110 and other applicable provisions of the Companies Act 2013 (the “ Act ”) read with the Rules setting out all material facts relating to the resolution mentioned in this Postal Ballot Notice is annexed hereto. All documents referred to in this Postal Ballot Notice shall be available for inspection without any fees by the Members. Members seeking to inspect the same can send an email to investors@royalorchidhotels.com.

2. The Board of Directors has appointed Mr. G. Shanker Prasad (Membership No. ACS 6357, C.P No. 6450) as the Scrutinizer to conduct the Postal Ballot through remote e-voting process in a fair and transparent manner. The Company has engaged the services of Central Depository Services (India) Limited (“CDSL”) as the agency to provide an e-voting facility enabling the members to cast their votes electronically in a secure manner.

3. In conformity with the prevailing regulatory requirements, the Postal Ballot notice is being sent only through electronic mode to those members whose names appear in the Register of Members of the Company or in the Register of Beneficial Owners maintained by the Depositories on Friday, November 15, 2024 (“Cut-off date”) and who have registered their e-mail addresses with the Company or with the Depositories.

4. Voting rights of the Members shall be in proportion to the shares held by them in the paid-up equity share capital of the Company as on the “Cut-off date”. Only those Members whose names are recorded in the Register of Members of the Company or in the Register of Beneficial Owners maintained by the Depositories as on the Cut- off date will be entitled to cast their votes by remote e-voting. A person who is not a Member as of the Cut-off date should treat this Postal Ballot Notice for information purposes only. This Notice is also available on the Company’s website www.royalorchidhotels.com and also on the website of Stock Exchanges i.e. www.bseindia.com & www.nseindia.com and on the website of CDSL at www.evotingindia.com.

5. If your e-mail address is not registered with the Company/Depositories, please follow the process provided in the Notes to receive this Postal Ballot Notice.

6. The Scrutinizer will submit the results of the remote e-voting along with his report to the Chairman of the Company or any person authorized by the Board upon completion of the scrutiny of the votes cast through remote e-voting. The results of the Postal Ballot will be announced on or before 5.00 P.M. on Tuesday, December 24, 2024. The said results along with the Scrutinizer’s Report would be uploaded on the website of the Company www.royalorchidhotels.com and also would be communicated to the Stock Exchanges at www.bseindia.com & www.nseindia.com and Central Depository Services (India) Limited (“CDSL”) at www.evotingindia.com.

7. The Resolution, if passed by requisite majority, will be deemed to have been passed on the last day of voting i.e. Sunday, December 22, 2024.

8. The instructions for Shareholders for remote e-voting are as under:

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• i) The remote e-voting period commences from 09:00 A.M. on Saturday, November 23, 2024 and ends at 5:00 P.M. on Sunday, December 22, 2024. During this period, the Members of the Company holding shares either in physical form or in dematerialized form, as on the Cut-Off Date of Friday, November 15, 2024, may cast their vote electronically. The e-voting module shall be disabled by CDSL thereafter. Once the vote on the resolution is cast by member, he/she shall not be allowed to change it subsequently or cast the vote again.

• ii) In terms of SEBI circular no. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated December 09, 2020 on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are advised to update their mobile number and email Id in their demat accounts in order to access e-Voting facility. Pursuant to aforesaid SEBI Circular, login method for remote e-voting for Individual shareholders holding securities in demat mode with CDSL/ NSDL is given below:

Type of shareholders	Login Method
Individual Shareholders holding securities in Demat mode with CDSL Depository	1) Users who have opted for CDSL Easi/Easiest facility, can login through their existing user id and password. Option will be made available to reach e-Voting page without any further authentication. The URL for users to login to Easi/Easiest are https://web.cdslindia.com/myeasi/home/login or visit www.cdslindia.com and click on Login icon & select New System Myeasi. 2) After successful login the Easi / Easiest user will be able to see the e- Voting option for eligible companies where the evoting is in progress as per the information provided by company. On clicking the evoting option, the user will be able to see e-Voting page of the e-Voting service provider for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting. Additionally, there is also links provided to access the system of all e- Voting Service Providers, so that the user can visit the e- Voting service providers’ website directly. 3) If the user is not registered for Easi/Easiest, option to register is available at https://web.cdslindia.com/myeasi/Registration/EasiRegistration. 4) Alternatively, the user can directly access e-Voting page by providing Demat Account Number and PAN No. from a e-Voting link available on www.cdslindia.com home page or click on https://evoting.cdslindia.com/Evoting/EvotingLogin The system will authenticate the user by sending OTP on registered Mobile & Email as recorded in the Demat Account. After successful authentication, user will be able to see the e-Voting option where the evoting is in progress and also able to directly access the system of all e-Voting Service Providers.
Individual Shareholders	1) If you are already registered for NSDL IDeAS facility, please visit the e- Services website of NSDL. Open web browser bytyping

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holding securities in demat mode with NSDL Depository

the following URL:https://eservices.nsdl.com either on a Personal Computer or on a mobile. Once the home page of e- Services is launched, click on the “Beneficial Owner” icon under “Login” which is available under ‘IDeAS’ section. A new screen will open. You will have to enter your User ID and Password. After successful authentication, you will be able to see e-Voting services. Click on “Access to e-Voting” under e-Voting services and you will be able to see e-Voting page. Click on company name or e-Voting service provider name and you will be re- directed to e-Voting service provider website for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting. 2) If the user is not registered for IDeAS e-Services, option to register is available athttps://eservices.nsdl.com.Select “Register Online for IDeAS “Portal or click at https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp 3) Visit the e-Voting website of NSDL. Open web browser by typing the following URL:https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile. Once the home page of e- Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/Member’ section. A new screen will open. You will have to enter your User ID (i.e. your sixteen digit demat account number hold with NSDL), Password/OTP and a Verification Code as shown on the screen. After successful authentication, you will be redirected to NSDL Depository site wherein you can see e-Voting page. Click on company name or e- Voting service provider name and you will be redirected to e-Voting service provider website for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting.

Individual Shareholders (holding securities in demat mode) login through their Depository Participants (DP)

You can also login using the login credentials of your demat account through your Depository Participant registered with NSDL/CDSL for e- Voting facility. After Successful login, you will be able to see e-Voting option. Once you click on e-Voting option, you will be redirected to NSDL/CDSL Depository site after successful authentication, wherein you can see e-Voting feature. Click on company name or e-Voting service provider name and you will be redirected to e-Voting service provider website for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting.

Important note: Members who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget Password option available at abovementioned website.

iii) Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login through Depository i.e. CDSL and NSDL

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**Login type **	Helpdesk details
Individual Shareholders holding securities in Demat mode with CDSL	Members facing any technical issue in login can contact CDSL helpdesk by sending a request at helpdesk.evoting@cdslindia.com or contact at 1800225533.
Individual Shareholders holding securities in Demat mode with NSDL	Members facing any technical issue in login can contact NSDL helpdesk by sending a request at evoting@nsdl.co.in or call at toll free no.: 1800 1020 990 and 1800 22 44 30

iv) Login method for remote e-Voting for physical shareholders and shareholders other than individual holding in Demat form.

• 1) The shareholders should log on to the e-voting website www.evotingindia.com.

• 2) Click on “Shareholders” module.

• 3) Now enter your User ID

• a) For CDSL: 16 digits beneficiary ID,

• b) For NSDL: 8 Character DP ID followed by 8 Digits Client ID,

• c) Shareholders holding shares in Physical Form should enter Folio Number registered with the Company.

• 4) Next enter the Image Verification as displayed and Click on Login.

• 5) If you are holding shares in demat form and had logged on to www.evotingindia.com and voted on an earlier e-voting of any company, then your existing password is to be used.

• 6) If you are a first-time user follow the steps given below:

oted on an earlier e-voting of any company, then your existing password is to be used. you are a first-time user follow the steps given below:	oted on an earlier e-voting of any company, then your existing password is to be used. you are a first-time user follow the steps given below:
For Shareholders holding shares in Demat Form other than individual and Physical Form
PAN	Enter your 10 digit alpha-numeric *PAN issued by Income Tax Department (Applicable for both demat shareholders as well as physical shareholders) Shareholders who have not updated their PAN with the Company/Depository Participant are requested to use the sequence number sent by Company/RTA or contact Company/RTA.
Dividend Bank Details OR Date of Birth (DOB)	Enter the Dividend Bank Details or Date of Birth (in dd/mm/yyyy format) as recorded in your demat account or in the company records in order to login. If both the details are not recorded with the depository or company, please enter the member id / folio number in the Dividend Bank details field.

• v) After entering these details appropriately, click on “SUBMIT” tab.

• vi) Shareholders holding shares in physical form will then directly reach the Company selection screen. However, shareholders holding shares in demat form will now reach ‘Password Creation’ menu wherein they are required to mandatorily enter their login password in the new password field. Kindly note that this password is to be also used by the demat holders for voting for resolutions of any other company on which they are eligible to vote, provided that company opts for e-voting through CDSL platform. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.

• vii) For shareholders holding shares in physical form, the details can be used only for e-voting on the resolutions contained in this Notice.

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• viii) Click on the EVSN “ROYAL ORCHID HOTEL LIMITED”.

• ix) On the voting page, you will see “RESOLUTION DESCRIPTION” and against the same the option “YES/NO” for voting. Select the option YES or NO as desired. The option YES implies that you assent to the Resolution and option NO implies that you dissent to the Resolution.

• x) Click on the “RESOLUTIONS FILE LINK” if you wish to view the entire Resolution details. xi) After selecting the resolution, you have decided to vote on, click on “SUBMIT”. A confirmation box will be displayed. If you wish to confirm your vote, click on “OK”, else to change your vote, click on “CANCEL” and accordingly modify your vote.

• xii) Once you “CONFIRM” your vote on the resolution, you will not be allowed to modify your vote.

• xiii) You can also take a print of the votes cast by clicking on “Click here to print” option on the Voting page.

• xiv) If a demat account holder has forgotten the login password then Enter the User ID and the image verification code and click on Forgot Password & enter the details as prompted by the system.

• xv) There is also an optional provision to upload BR/POA if any uploaded, which will be made available to scrutinizer for verification.

xvi) Additional Facility for Non- Individual Shareholders and Custodians:

• Non-Individual shareholders (i.e. other than Individuals, HUF, NRI etc.) and Custodians are required to log on to www.evotingindia.com and register themselves in the “Corporates” module.

• After receiving the login details a Compliance User should be created using the admin login and password. The Compliance User would be able to link the account(s) for which they wish to vote on.

• The list of accounts linked in the login should be mailed to helpdesk.evoting@cdslindia.com and on approval of the accounts they would be able to cast their vote.

• It is mandatory that a scanned copy of the Board Resolution and Power of Attorney (POA) which they have issued in favour of the Custodian, if any, should be uploaded in PDF format in the system for the scrutinizer to verify the same.

• Alternatively, Non-Individual shareholders are required to send the relevant Board Resolution/ Authority letter etc. together with attested specimen signature of the duly authorized signatory who are authorized to vote, to the Scrutinizer and to the Company at the email address viz; www.royalorchidhotels.com, if they have voted from individual tab & not uploaded same in the CDSL e- voting system for the scrutinizer to verify the same.

PROCESS FOR THOSE SHAREHOLDERS WHOSE EMAIL/MOBILE NO. ARE NOT REGISTERED WITH THE COMPANY/DEPOSITORIES.

1. For Physical shareholders- please provide necessary details like Folio No., Name of shareholder, scanned copy of the share certificate (front and back), PAN (self-attested scanned copy of PAN card), AADHAR (self-attested scanned copy of Aadhar Card) by email to www.royalorchidhotels.com/investors.

2. For Demat shareholders -Please update your email id & mobile no. with your respective Depository Participant (DP)

3. For Individual Demat shareholders – Please update your email id & mobile no. with your respective Depository Participant (DP) which is mandatory while e-Voting.

If you have any queries or issues regarding remote e-Voting from the CDSL e-Voting System, you can write an email to helpdesk.evoting@cdslindia.com or contact at toll free no. 1800 22 55 33.

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All grievances connected with the facility for voting by electronic means may be addressed to Mr. Rakesh Dalvi, Sr. Manger, (CDSL) Central Depository Services (India) Limited, A Wing, 25[th] Floor, Marathon Futurex, Mafatlal Mill Compounds, N M Joshi Marg, Lower Parel (East), Mumbai- 400 013 or send an email to helpdesk.evoting@cdslindia.com or call on 1800225533.

By Order of Board of Directors Royal Orchid Hotels Limited

Sd/-

Date: 22.11.2024 Ranabir Sanyal Place: Bangalore Company Secretary and Compliance Officer

EXPLANATORY STATEMENT PURSUANT TO SECTION 102(1) OF THE COMPANIES ACT, 2013 (“the Act”)

Regarding Item No 1:

Mr. Rajkumar Thakardas Khatri (DIN 01787188), was appointed as an Independent Director of the Company for the period of 1 year with effect from October 08, 2023 to October 07, 2024 and same was approved by the shareholders. Mr. Rajkumar Thakardas Khatri 01[st] tenure had come to end as an Independent Director on October 07, 2024.

As per Section 149 of the Companies Act 2013, Mr. Rajkumar Thakardas Khatri fulfills the requirements of an Independent Director as laid down under Section 149(6) of the Act, and Regulation 16(1) of the LODR Regulations.

The Company has received a declaration from him to the effect that he meets the criteria of independence as provided in Section 149(6) and all applicable provisions of the Act and Rules framed thereunder and Regulation 16(1)(b) and all applicable provisions of the LODR Regulations. In terms of Regulation 25(8) of LODR Regulations, he has confirmed that he is not aware of any circumstance or situation that exists or may be reasonably anticipated that could impair or impact his ability to discharge his duties. In the opinion of the Board, he fulfills the conditions specified in the Act and LODR Regulations for Re-appointment as an Independent Director and is independent of the management of the Company.

The Board, based on the recommendation of Nomination and Remuneration Committee, considers that given his skills, integrity, expertise and experience, the association of Mr. Rajkumar Thakardas Khatri would be beneficial to the Company and it is desirable to avail his services as an Independent Director and had re-appointed Mr. Rajkumar Thakardas Khatri as director in the category of Non-Executive Independent Director via Circular Resolution on September 27, 2024, subject to shareholders approval.

Further details as required under LODR Regulations and Secretarial Standard-2 for General Meetings are provided in Annexure A to this Notice. The terms and conditions of Reappointment of Mr. Rajkumar Thakardas Khatri as an Independent Director i.e. appointment letter is available at the website of the Company at www.royalorchidhotels.com/investors and would also be made available for inspection to the Members on sending a request along with their DP/Client ID or Folio No. from their registered e-mail address to the Company at

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investors@royalorchidhotels.com. In compliance with the provisions of Section 149 read with Schedule IV of the Act, the Re-appointment of Mr. Rajkumar Thakardas Khatri as an Independent Director is being placed before the Members for approval.

Accordingly, the Board recommends the Special Resolution as set out in the accompanying Notice in relation to Re-appointment of Mr. Rajkumar Thakardas Khatri as an Independent Director, for a second term of 1 (One) year with effect from October 08, 2024 to October 07, 2025, for approval of the Members.

Except Mr. Rajkumar Thakardas Khatri, none of the other Directors or Key Managerial Personnel of the Company or their respective relatives, is concerned or interested in the Resolution set out in the Notice. Mr. Rajkumar Thakardas Khatri is not related to any other Director or Key Managerial Personnel of the Company.

Annexure-A

Details of Director seeking Re-appointment

(Pursuant to Regulation 36(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Companies Act, 2013 and Secretarial Standard on General Meetings)

Name of the Director	Mr. Rajkumar Thakardas Khatri (DIN: 01787188)
Date of Birth and Age	10th October, 1961; 63 years
Nationality	Indian
Date of first appointment on the Board of Directors of the Company	October 08, 2023
Qualifications	Masters of Business Administration from the University of Birmingham, UK; M.B;B.S from Delhi University.
Experience (including nature of expertise in specific functional areas)/ Brief Resume	 Served as a member of Indian Administrative Service (IAS) for over 33 years.  Worked as Additional Chief Secretary (ACS) Commerce & Industries Department, ACS Education Department, as well as ACS Labour Department, Karnataka Cadre.  Focus areas included: reduction of compliance burden for industries; enhancing ease of doing business; promoting exports, attracting investments into the State of Karnataka and strengthening skill development programmes imparted in the State.  Instrumental in drafting Aerospace Policy and Electric Vehicle (EV) Policy for Karnataka.  Key role in opening bank accounts for 80 lakh farmers, in order to directlytransfer compensation for the loss of crops to farmers

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	across Karnataka, under the Pradhan Mantri Jan Dhan Yojana programme (as Principal Secretary of Disaster Management). This project involved the implementation of best executive practices, including organization of virtual conferences with deputy commissioners across the State of Karnataka for the purpose of facilitating direct compensation transfers.  Administered prudent crisis response during the COVID-19 pandemic.  Responsible for implementation of infrastructure projects including public private partnership (PPP) basis projects (as Secretary of Infrastructure Development Department as well as Managing Director, Karnataka State Industrial & Infrastructure Development Corporation Limited/KSIIDC), including the expansion of the Bengaluru International Airport.  Pivotal role in organizing the Global Investors Meet in 2010, hosting approximately 7,000 international and domestic industrialists. As a result of the Global Investors Meet 2010, key investments were made by Shell India, Mahindra Aerospace, Nestle Co., Intel Corporation, Honda Motor Company and Boeing, among others.  Served as Export Commissioner, Government of Karnataka for five years. The State of Karnataka held top position in the country in overall exports during this tenure (2006-2011).  Lead coordinator for projects implemented by international agencies, including use of information and communication technology in education (in collaboration with the United States Agency for International Development) and Swasth Plus basic health check-up for students of primary schools (in collaboration with UNICEF).  Developed online registration system as part of ease-of-doing business in the State of Karnataka (as Additional Chief Secretary, Labour Welfare & Employment Department).  Actively involved as a member of think tank on Application of Geospatial Technologies.  Served as Member on the Board of several corporations such as KSFC, KSSIDC, MSIL, HCL, Bangalore International Airport Limited.
Number of shares held in the Company	Nil
List of directorships held in other companies	Nil as per the declaration given by director.

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Chairman/Member of the Committees of the Boards of the Companies in which he is Director	Chairman of Nomination & Remuneration Committee, Member of Audit Committee and Stakeholders’ Relationship Committee of the Royal Orchid Hotels Limited.	Chairman of Nomination & Remuneration Committee, Member of Audit Committee and Stakeholders’ Relationship Committee of the Royal Orchid Hotels Limited.	Chairman of Nomination & Remuneration Committee, Member of Audit Committee and Stakeholders’ Relationship Committee of the Royal Orchid Hotels Limited.	Chairman of Nomination & Remuneration Committee, Member of Audit Committee and Stakeholders’ Relationship Committee of the Royal Orchid Hotels Limited.	Chairman of Nomination & Remuneration Committee, Member of Audit Committee and Stakeholders’ Relationship Committee of the Royal Orchid Hotels Limited.	Chairman of Nomination & Remuneration Committee, Member of Audit Committee and Stakeholders’ Relationship Committee of the Royal Orchid Hotels Limited.	Chairman of Nomination & Remuneration Committee, Member of Audit Committee and Stakeholders’ Relationship Committee of the Royal Orchid Hotels Limited.
Listed entities from which the person has resigned in the past three years	Nil
Relationship with other Directors, Manager and Key Managerial Personnel of the Company	None
Number of meetings of the Board attended during the year 2024-2025	3 meetings attended (There were total 4 Meetings held during the year)
Number of ESOPs granted		Nil
Terms and conditions of Appointment		As mentioned in the Statement pursuant to Section 102 of the Companies Act, 2013 annexed to this Notice.
Details of Remuneration sought to be paid		Sitting Fees as may be decided by the Board from time to time and such amounts pursuant to the approval of Shareholders at 30th Annual General Meeting of the Company held on September 29, 2016 whose details are available at the website of the Company i.e. www.royalorchidhotels.com/investors
Remuneration last drawn (including sitting fees, if any)		Sitting fee details for the Board and Committee Meeting held & attended during the year 2024-2025:
		Meeting Date	Board Meeting	Audit Committee Meeting	Nomination and Remuneration Committee Meeting	Stakeholders Relationship Committee Meeting	Grand Total
		30.05.24	55,000	55,000	22,000	22,000	1,54,000
		14.08.24	55,000	55,000	22,000	22,000	1,54,000
		14.11.24	55,000	55,000	22,000	22,000	1,54,000

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Regarding Item No 2:

Mr. Ashutosh Chandra (DIN: 09766619), was appointed as an Independent Director of the Company for the period of 2 years with effect from October 21, 2022 to October 20, 2024 and same was approved by the shareholders. Mr. Ashutosh Chandra 01[st] tenure had come to end as an Independent Director on October 20, 2024.

As per Section 149 of the Companies Act 2013, Mr. Ashutosh Chandra fulfills the requirements of an Independent Director as laid down under Section 149(6) of the Act, and Regulation 16(1) of the LODR Regulations.

The Company has received a declaration from him to the effect that he meets the criteria of independence as provided in Section 149(6) and all applicable provisions of the Act and Rules framed thereunder and Regulation 16(1)(b) and all applicable provisions of the LODR Regulations. In terms of Regulation 25(8) of LODR Regulations, he has confirmed that he is not aware of any circumstance or situation which exists or may be reasonably anticipated that could impair or impact his ability to discharge his duties. In the opinion of the Board, he fulfills the conditions specified in the Act and LODR Regulations for Re-appointment as an Independent Director and is independent of the management of the Company.

The Board, based on the recommendation of Nomination and Remuneration Committee, considers that given his skills, integrity, expertise and experience, the association of Mr. Ashutosh Chandra would be beneficial to the Company and it is desirable to avail his services as an Independent Director had re-appointed Mr. Ashutosh Chandra as director in the category of Non-Executive Independent Director via Circular Resolution on September 27, 2024, subject to shareholders approval.

Further details as required under LODR Regulations and Secretarial Standard-2 for General Meetings are provided in Annexure B to this Notice. The terms and conditions of Reappointment of Mr. Ashutosh Chandra as an Independent Director i.e. appointment letter is available at the website of the Company at www.royalorchidhotels.com/investors and would also be made available for inspection to the Members on sending a request along with their DP/Client ID or Folio No. from their registered e-mail address to the Company at investors@royalorchidhotels.com. In compliance with the provisions of Section 149 read with Schedule IV of the Act, the Re-appointment of Mr. Ashutosh Chandra as an Independent Director is being placed before the Members for approval.

Accordingly, the Board recommends the Special Resolution as set out in the accompanying Notice in relation to Re-appointment of Mr. Ashutosh Chandra as an Independent Director, for a second term of 1 (One) year with effect from October 21, 2024 to October 20, 2025, for approval of the Members.

Except Mr. Ashutosh Chandra, none of the other Directors or Key Managerial Personnel of the Company or their respective relatives, is concerned or interested in the Resolution set out in the Notice. Mr. Ashutosh Chandra is not related to any other Director or Key Managerial Personnel of the Company.

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Annexure - B

Details of Director seeking Re-appointment

(Pursuant to Regulation 36(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Companies Act, 2013 and Secretarial Standard on General Meetings)

Name of the Director	Mr. Ashutosh Chandra (DIN 09766619),
Date of Birth and Age	08th June, 1956; 68 years
Nationality	Indian
Date of first appointment on the Board of Directors of the Company	October 21, 2022
Qualifications	MBA
Experience (including nature of expertise in specific functional areas)/ Brief Resume	1. Joined the Indian Revenue Service in 1982. - Held various positions in the Income tax Department, (under the Department of Revenue, Ministry of Finance, Govt. of India) as Director of Investigation, Assessment, Audit, Appellate Commissioner, Director in CBDT, Principal Commissioner 1 Bangalore, Chief Commissioner etc. - Retired in June 2016 as Chief Commissioner of Income tax (International Taxation), South Zone, Bangalore; and Chief Commissioner of Income tax, Karnataka and Goa. 2. Joined as Member (Revenue), Authority for Advance Rulings (Income tax), New Delhi (under the Department of Revenue, Ministry of Finance, Govt. of India), from August 2016 till June 2018 3. Joined as Member (Technical), National Company Law Tribunal (under the Ministry of Company Affairs, Govt. of India) and served in the Guwahati and Bangalore Benches, from July2019 till June 2021.
Number of shares held in the Company	Nil
List of directorships held in other companies	Nil as per the declaration given by director.
Chairman/Member of the Committees of the Boards of the Companies in which he is	Chairman of Audit Committee, Member of Nomination & Remuneration Committee & Stakeholders’ Relationship Committee of Royal Orchid Hotels Limited.

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Director
Listed entities from which the person has resigned in the past three years	Nil
Relationship with other Directors, Manager and Key Managerial Personnel of the Company	None
Number of meetings of the Board attended during the year 2024-2025	4 meetings attended (Only 4 Meetings were held during the year)
Number of ESOPs granted	Nil
Terms and conditions of Appointment	As mentioned in the Statement pursuant to Section 102 of the Companies Act, 2013 annexed to this Notice.
Details of Remuneration sought to be paid	Sitting Fees as may be decided by the Board from time to time and such amounts pursuant to the approval of Shareholders at 30thAnnual General Meeting of the Company held on September 29, 2016 whose details are available at the website of the Company i.e. www.royalorchidhotels.com/investors
Remuneration last drawn (including sitting fees, if any)	Sitting fee details for the Board and Committee Meeting held & attended during the year 2024-2025: Meeting Date Board Meeting Audit Committee Meeting Nomination and Remuneration Committee Meeting Stakeholders Relationship Committee Meeting Grand Total 30.04.24 55,000 55,000 22,000 - 1,32,000 30.05.24 55,000 55,000 22,000 22,000 1,54,000 14.08.24 55,000 55,000 22,000 22,000 1,54,000 14.11.24 55,000 55,000 22,000 22,000 1,54,000
		Meeting Date	Board Meeting	Audit Committee Meeting	Nomination and Remuneration Committee Meeting	Stakeholders Relationship Committee Meeting	Grand Total
		30.04.24	55,000	55,000	22,000	-	1,32,000
		30.05.24	55,000	55,000	22,000	22,000	1,54,000
		14.08.24	55,000	55,000	22,000	22,000	1,54,000
		14.11.24	55,000	55,000	22,000	22,000	1,54,000

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Regarding Item No 3:

The Board of Directors of the Company had appointed Mr. Venkata Ramana Murthy Pinisetti (DIN - 03483544), based on the recommendations of the Nomination and Remuneration Committee, as an Additional Director of the Company, for a period of 2 (Two) years with effect from October 09, 2024 to October 08, 2026, not liable to retire by rotation. In terms of Section 161(1) of the Act, Mr. Venkata Ramana Murthy Pinisetti, being an Additional Director, holds office subject to the approval of shareholders under Section 161(1) of the Companies Act, 2013 (‘the Act’) and applicable regulations of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘LODR Regulations’) and is eligible for appointment as an Independent Director.

The Company has received a declaration from him to the effect that he meets the criteria of independence as provided in Section 149(6) and all applicable provisions of the Act and Rules framed thereunder and Regulation 16(1)(b) and all applicable provisions of the LODR Regulations. In terms of Regulation 25(8) of LODR Regulations, he has confirmed that he is not aware of any circumstance or situation which exists or may be reasonably anticipated that could impair or impact his ability to discharge his duties. In the opinion of the Board, he fulfills the conditions specified in the Act and LODR Regulations for appointment as an Independent Director and is independent of the management of the Company.

The Board, based on the recommendation of Nomination and Remuneration Committee, considers that given his skills, integrity, expertise and experience, the association of Mr. Venkata Ramana Murthy Pinisetti would be beneficial to the Company and it is desirable to avail his services as an Independent Director.

Further details as required under LODR Regulations and Secretarial Standard-2 for General Meetings are provided in Annexure C to this Notice. The terms and conditions of appointment of Mr. Venkata Ramana Murthy Pinisetti as an Independent Director i.e. appointment letter is available at the website of the Company at www.royalorchidhotels.com/investors and would also be made available for inspection to the Members on sending a request along with their DP/Client ID or Folio No. from their registered e-mail address to the Company at investors@royalorchidhotels.com. In compliance with the provisions of Section 149 read with Schedule IV of the Act, the appointment of Mr. Venkata Ramana Murthy Pinisetti as an Independent Director is being placed before the Members for approval.

Accordingly, the Board recommends the Special Resolution as set out in the accompanying Notice in relation to appointment of Mr. Venkata Ramana Murthy Pinisetti as an Independent Director, for a first term of 2 (Two) years with effect from October 09, 2024 to October 08, 2026, for approval of the Members.

Except Mr. Venkata Ramana Murthy Pinisetti, none of the other Directors or Key Managerial Personnel of the Company or their respective relatives, is concerned or interested in the Resolution set out in the Notice. Mr. Venkata Ramana Murthy Pinisetti is not related to any other Director or Key Managerial Personnel of the Company.

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Annexure - C

Details of Director seeking Appointment

(Pursuant to Regulation 36(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Companies Act, 2013 and Secretarial Standard on General Meetings)

Name of the Director	Mr. Venkata Ramana Murthy Pinisetti (DIN - 03483544)
Date of Birth and Age	January 11, 1961; 63 years
Nationality	Indian
Date of first appointment on the Board of Directors of the Company	October 09, 2024
Qualifications	•Bachelor of Commerce from Andhra University •Bachelor of Laws from Andhra University •Master of Arts (Public Administration) from Andhra University •Executive master’s program in organizational psychology and Change •Management (EMCCC) (Two Year Program) from INSEAD, Singapore. •Ph.D. in Strategic Human Resource Management.
Experience (including nature of expertise in specific functional areas)/ Brief Resume	Dr PV Ramana Murthy is an HR and Organization Development professional with a strong academic background and corporate work experiences in India, Europe, and USA. He has three and a half decades of corporate experience and has worked with Fortune 500 companies, such as The Coca-Cola Company and Indian Hotels (TATA Group) at CXO level positions. He has the distinction of turning around companies with cutting-edge leadership development and culture building practices. His core competency is developing people through executive education, learning and development and long-term organization development interventions. Dr Murthy, post his superannuation, founded a management consulting firm, Pinsight By PV specializing in Culture Transformation, Leadership Development and Talent Management. He is currently an Independent Director on the Board of Zee Entertainment Enterprises Limited. He is also a qualified Lawyer and provides employment and labor law-related advisory services through Economic Laws Practice, a top law firm in India. He is also a Visiting Professor of executive Education at Indian Institute of Management – Mumbai.

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Dr Murthy’s latest case study on strategy and leadership, which has been written basis Longitudinal research on Indian Hotels Company Limited – IHCL is being used to teach the students at INSEAD, Singapore and Indian Institute of Management, Bangalore.

His latest management book titled ‘The Power of Humility – How Humble High Achievers are Rewriting the Rules of Leadership’ , published by HarperCollins is currently a best seller in India.

Diploma Programs /Executive Education:

• One year Diploma Program in Coaching from Noble Manhattan, London

• Advanced Human Resource Management Program from The Ross School of Business, University of Michigan

Certifications / Accreditations:

• Certification Program on Neuroscience and Leadership from University of Massachusetts (MIT).

• Certified Neuroscience Coach from Neurozone Institute, South Africa.

• Certified Coach and facilitator on Ginger’s Enneagram Personality Types.

• Certified Coach and facilitator on Bob Kegan’s Immunity to Change.

• Certified Advanced Coach on Hogan/Belbin Assessments.

• Professional Certified Coach (PCC) accreditation by International Coaching Federation (ICF).

Corporate Experience:

• Started career as a Management Trainee at Ferro Alloys Corporation Limited (FACOR), Shreeramnagar and worked with the company for 8+ years.

• Worked with Integrated Steel Plant at Bellary as Head of Human Resources function for 5+ years.

• Worked with The Coca-Cola Company (TCCC) for a period of 15 years in which about 10 years as its Executive Director – Human Resources - a Board level position at The Hindustan Coca-Cola Beverages (HCCB), India.

• Handled the global leadership development as an additional responsibility for the Bottling Investment Group (BIG) of the Coca-Cola Company for 3+ years during which period

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	developed and deployed some significant leadership development programs (‘Leadership Summit’, ‘BIG General Manager Development Program’, ‘LEAP’, ‘Global Finance Professional Development Program’ etc.) across the global organization. •Worked with the Indian Hotels Company Limited (IHCL), the finest hospitality chain of the prestigious TATA Group in India as its Executive Vice President and Global Head – Human Resources (CHRO) for about 10 years.
Number of shares held in the Company	Nil
List of directorships held in other companies	Zee Entertainment Enterprises Limited
Chairman/Member of the Committees of the Boards of the Companies in which he is Director	Member of Audit Committee, Nomination & Remuneration Committee & Stakeholders’ Relationship Committee of Royal Orchid Hotels Limited. Chairperson of Nomination and Remuneration Committee and Stakeholders Responsibility Committee of Zee Entertainment Enterprises Limited.
Listed entities from which the person has resigned in the past three years	Nil
Relationship with other Directors, Manager and Key Managerial Personnel of the Company	None
Number of meetings of the Board attended during the year 2024- 2025	1 Meeting of Board (Only 1 Meeting was applicable during his tenure)
Number of ESOPs granted	Nil
Terms and conditions of Appointment	As mentioned in the Statement pursuant to Section 102 of the Companies Act, 2013 annexed to this Notice.
Details of Remuneration sought to be paid	Sitting Fees as may be decided by the Board from time to time and such amounts pursuant to the approval of Shareholders at 30thAnnual General Meeting of the Company held on September 29, 2016 whose details are available at the website of the Company i.e.www.royalorchidhotels.com/investors
Remuneration last drawn (including sitting fees, if any)	Sitting fee details for the Board and Committee Meeting held & attended during the year 2024-2025:

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	Meeting Date	Board Meeting	Audit Committee Meeting	Nomination and Remuneration Committee Meeting	Stakeholders Relationship Committee Meeting	Grand Total
	14.11.24	55,000	-	-	-	55,000

Registered Office: NO -1, Golf Avenue, Adjoining KGA Golf Course Airport Road Bangalore KA 560008 IN

By Order of the Board of Directors Royal Orchid Hotels Limited

Sd/-

E-mail: investors@royalorchidhotels.com Ranabir Sanyal CIN: L55101KA1986PLC007392 Company Secretary & Compliance Officer Website: www.royalorchidhotels.com

Date: 22.11.2024 Place: Bangalore

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E-COMMUNICATION REGISTRATION FORM

(Only for members holding shares in physical form)

Date:

To,

Integrated Registry Management Services Private Limited

No. 30, Ramana Residency, 4th Cross, Sampige Road Malleswaram, Bangalore - 560003

UNIT – ROYAL ORCHID HOTELS LIMITED

Dear Sir/Madam,

Sub: Registration of E-mail ID for serving of Notices / Annual Reports through electronic mode by Company We hereby register our E-mail ID for the purpose of receiving the notices, Annual Reports and other documents / information in electronic mode to be sent by the Company

Folio No.: E-mail ID: Name of the First / Sole Shareholder: Signature:

Note: Shareholder(s) are requested to notify the Company as and when there is any change in the e-mail address

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