Royal Orchid Hotels Ltd

Dear Members,

The Board of Directors of your Company, with immense pleasure, present the Thirty Eighth Annual Report of your Company along with the Audited Balance Sheet, Statement of Profit and Loss, Statement of changes in equity and Cash Flow Statement (Standalone and Consolidated), Schedules and Notes to Accounts for the year ended March 31, 2024.

Financial Performance:

The Company's financial performance, for the financial year ended March 31, 2024 on standalone and consolidated basis is summarized below:

(Rs. in Lakhs)

Key Financial and Operational Highlights: Standalone performance:

During the financial year 2023-24, the Company earned revenue from operations amounting to Rs. 19,193.62 lakhs as compared to Rs. 16,994.62 lakhs in the previous financial year, thus marking an increase of 12.94 % over the previous financial year. Total revenues of the Company have increased by Rs. 2,167.72 lakhs over the previous financial year. The Company incurred total comprehensive Income of Rs. 2,450.22 Lakhs during the year ended March 31, 2024 as compared to Rs. 2,822.53 lakhs in the previous financial year, thus registering a decrease of (13.19) % over the previous financial year.

Consolidated/Group performance:

During the financial year 2023-24, the Group earned revenue from operations amounting to Rs. 29,361.05 lakhs as compared to Rs. 26,354.88 lakhs in the previous financial year, thus marking a growth of 11.41 % over the previous financial year. The Group generated total comprehensive income of Rs 5,000.20 lakhs during the year ended March 31, 2024 as compared to income of Rs. 4,998.83 lakhs in the previous financial year, thus registering a growth of 0.03 % over the previous financial year.

External Environment & Indian Hospitality Industry:

The details of the External Environment & Indian Hospitality Industry and Business Overview are given in the Management's

Discussion and Analysis Report.

Changes in nature of Business:

During the year under review, there was no change in the nature of Company's business.

Share Capital of the Company and changes thereof:

During the financial year under review, the issued and paid-up share capital of the Company was Rs. 2,742.52 Lakhs divided into 27,425,215 equity shares of face value of Rs. 10 per share. In the Financial Year 2023-24 none of the Employees have exercised their Right under the Employee Stock Option Plan.

Dividend and transfers to Reserve:

The Board recommended a final dividend of Rs. 2.5/- per share fully paid Equity Share on 2,74,25,215 Equity Share of face value of Rs. 10/- each, for the year ended March 31, 2024.

Loans, Guarantees or Investments:

Your Company is exempt from the provisions of Section 186 of the Companies Act, 2013 (‘Act') with regard to Loans and Guarantees. Details of Investments made are given in Note No. 53 to the Standalone Financial Statements.

Public Deposits:

In terms of the provisions of Sections 73 and 74 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014, the Company had no opening or closing balances of public deposits and during the year under review, the Company has also not accepted any public deposits and as such, no amount of principal or interest was outstanding as on March 31, 2024.

Material Changes and commitments affecting financial position between the end of financial year and date of report:

There have been no material changes and commitments, affecting the financial position of the Company which occurred between the end of the financial year to which the financial statements relate and the date of this report.

Significant and Material Orders passed by the Regulators or Courts or details of ongoing significant and material Court Cases / Audit Qualification or Emphasis of Matter:

a. NCLT petition under Sections 241 and 242:

Please refer Note no. 60 of the Notes to Standalone Financial Statement & Note no. 63 of the Notes to Consolidated Financial Statement and paragraph no. 3 of Consolidated & Standalone Audit Reports for details of NCLT petition under Sections 241 and 242.

The disclosure on aforesaid NCLT case has been already given to the stock exchanges on March 02, 2024 and also available at the website of the Company at www.royalorchidhotels.com/investors and details of the order passed by the Honourable National Company Law Tribunal are available at the https://nclt.gov.in/case-details?bench=amFpcHVy&filing_no=MDgxMTEwMTAwMTcxMjAyNA==

b. Interim Order cum Show Cause Notice issued by SEBI:

Please refer Note no. 59 of the Notes to Standalone Financial Statement & Note no. 62 of the Notes to Consolidated Financial Statement and paragraph no. 5 of Standalone & Consolidated Audit Reports for details on Interim Order cum Show Cause Notice of SEBI.

Revision in Financial statements or Boards' Report under section 131(1) of the Companies Act, 2013:

In terms of Section 131 of the Companies Act, 2013, the Financial Statements and Board's Report are in compliance with the provisions of Section 129 or Section 134 of the Companies Act, 2013 and that no revision has been made during any of the three preceding financial years.

Management Discussion and Analysis Report:

The Management's Discussion and Analysis Report on Company's performance industry trends and other material changes with respect to the Company and its subsidiaries, wherever applicable, forms part of this Annual Report.

Subsidiaries, Associates and Joint Ventures:

During the year under review no company has become the Subsidiary, Associate or Joint venture of the Company. However, Icon Hospitality Private Limited, which was a subsidiary of the company, became a wholly-owned subsidiary of Royal Orchid Hotels Limited with effect from October 11, 2023.

Pursuant to Section 129 (3) of the Companies Act, 2013, a statement containing salient features, brief financial details of the Company's subsidiaries for the financial year ended March 31, 2024 and their contribution to the consolidated financials in Form AOC 1 is appended as Annexure I to the Boards' Report and in consolidated financials forming part of this

Report. The annual accounts of the Subsidiary Companies and the related information will be made available to any Member of the Company seeking such information and are available for inspection by any Member of the Company at the Registered Office of the Company.

Pursuant to Section 136 of the Companies Act, 2013, the financial statements of your Company, Consolidated Financial statements along with relevant documents and separate audited accounts in respect of subsidiaries are available on the website of your Company at the following link: www.royalorchidhotels.com/investors.

The policy for determining material subsidiaries can be accessed on your Company's website under the link www.royalorchidhotels.com/investors.

Promoter Group:

The names of the Promoters and entities comprising "group" (and their shareholding) are as follows:

Particulars of Contracts or Arrangements made with Related Parties under section 188(1) and (2) of the Companies Act, 2013:

In line with the requirements of the Act and the Listing Regulations, your Company has formulated a policy on dealing with

Related Party Transactions (‘RPTs') which can be accessed on the Company's website under the link: www.royalorchidhotels.com/investors.

The Policy intends to ensure that proper reporting, approval and disclosure processes are in place for all transactions between the Company and Related Parties.

Prior omnibus approval is obtained for RPTs which are of a repetitive nature and entered in the Ordinary Course of Business and are at Arm's Length. A statement on RPTs specifying the details of the transactions, pursuant to each omnibus approval granted, has been placed on a quarterly basis for review by the Audit Committee. The particulars of contracts/arrangements with related parties referred to in Section 188(1) and (2) of the Companies Act, 2013, are provided in the prescribed Form AOC - 2, appended as Annexure II to this Boards' Report.

Development in Human Resources and Industrial Relations:

The Company continues to maintain a very cordial and healthy relationship with its workforce across all its units.

The Company is ensuring the best place to work to attract and retain good employees in the Company. The Company continued to strive towards attracting, retaining, training, multiskilling employees. With the increase in workforce due to expansion in business, envisaging the requirement of adequate on-the-job training across the various levels of employees, a major thrust to the training and development of multiskilled certification programmes has been initiated through Presidency college of Hotel Management. Baljee Foundation continues to offer financial support for medical and educational needs of certain category of employees. The Human Resource Team carried out the following programs across the group during the year:

1. Online Hospitality Training Program

2. Food Festivals to make staff experience cuisines of multiple types

3. Plantation drive as an environmental awareness initiative.

4. Many Employees were recognized and rewarded with financial benefits under the service bonus program. It helps in recognizing and rewarding key talent and resulting in quality talent retention.

The disclosure pursuant to Section 197 (12) of the Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, (as amended up to date) have been detailed in the Annexure - III to this Board's Report.

Conservation of energy, technology Absorption, Foreign exchange earnings and outgoes:

Your Company is continuously striving towards conservation of energy across all its units and has implemented various Energy Conservation programs and latest technology upgradation measures, your Company also earned foreign currency in Financial Year 2023 2024, complete details of which has been disclosed in Annexure IV to this Boards 'Report.

Sustainability:

In line with the philosophy of ROHL, your Company is committed to following sustainable practices in its operations. The details of the initiatives taken by your Company in this regard are given in Annexure-IV attached to this report.

Particulars of Loans/Guarantees/Investments:

The Company has not given any Inter Corporate loans except for the subsidiaries & associate companies amounting to Rs. 2506.94 lakhs, which were duly approved under the applicable provisions of the Companies Act, 2013. Particulars relating to Investments have been detailed in the Notes to Financial Statements, forming part of this Annual Report.

Corporate Governance:

Your Company has been practising the principles of good corporate governance. Pursuant to Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("LODR") (applicable from December 01, 2015), a detailed report on corporate governance is available as a separate section in this Annual Report.

A certificate of the Company Secretary in whole-time practice regarding compliance with the conditions stipulated in the said clause and the LODR is provided separately as an Annexure A to the Corporate Governance Report.

Board of Directors and changes thereof during Financial Year 2023 2024:

As on March 31, 2024, your Board has following Directors:

* Tenure ended on August 30, 2023;

** Appointed w.e.f. October 08, 2023

During the financial year 2023-24 the following changes took place in the Board:

1. Mr. Bhaskar Pramanik, the Director of the company, tenure got over on August 30, 2023.

2. Mr. Rajkumar Thakardas Khatri, was appointed as Additional Independent Director w.e.f. October 08, 2023 and the Shareholders of the Company approved his appointment as an Independent Director through postal ballot on Sunday, 10th December, 2023.

3. Ms. Leena S Pirgal, was re-appointed for the second term as Independent Director for a period of another 1 (One) year commencing from February 13, 2024 to February 12, 2025 and the Shareholders of the Company approved her appointment as an Independent Director through postal ballot on Sunday, March 24, 2024.

Committees of the Board:

As on March 31st 2024, your Board has following Statutory Committees: a. Audit Committee; b. Nomination and Remuneration Committee; c. Stakeholders Relationship Committee;

The details of the composition, meetings held during the year, attendance at the meetings and the terms of reference of the above Committees of the Board are provided in the Corporate Governance Report.

Formal Annual evaluation of Board:

Pursuant to section 134 (3) (p) of the Companies Act, 2013 and Rule 8(4) of Companies (Accounts) Rules, 2014, it is mandatory to monitor and review the Board evaluation framework, the Board has carried out peer evaluation of all Board members, annual performance evaluation of its own performance, as well as the evaluation of the working of the Committees of Board as per the criteria laid down in the Nomination and Remuneration Policy. The said policy including above said criteria for the evaluation of the Board, individual Directors including Independent Directors and the Committees of the Board has been laid down in the Corporate Governance Report, which forms part of this report.

Meetings of the Board held during the Year:

During the year under review, your Board met 5 (Five) times on 30.05.2023, 07.08.2023, 08.11.2023, 09.02.2024 and 19.03.2024. All the Board Meetings were conducted in due compliance with Companies Act, 2013 and the Corporate Governance principles specified in the LODR.

Following are the details of Board Meeting and attendance of directors in the Board Meeting:

The details of sitting fees/ remuneration paid to the Directors are disclosed in the Corporate Governance Report.

Board Meetings were conducted in due compliance with Companies Act, 2013 and the Corporate Governance principles specified in the LODR.

Key Managerial Personnel:

The details of KMPs & Management Team of the Company are provided at the cover page of this Annual Report.

Policy on Directors' Appointment & Remuneration:

All the policies pertaining to appointment and remuneration of Directors are available on your Company's website at: www.royalorchidhotels.com/investors.

Statement/Declaration by Independent Directors:

As on March 31, 2024, your Company has following Independent Directors:

1. Mr. Rajkumar Thakardas Khatri 2. Mr. Ashutosh Chandra 3. Ms. Leena S Pirgal

In pursuance of Section 149(7) of the Companies Act, 2013, all the three Independent Directors of the Company have submitted, a declaration, under Section 149(6) of the Companies Act, 2013 and Regulation 16(1) (b) of the LODR, that they meet the criteria of independence.

Familiarisation programme for Independent Directors:

The Company has made a familiarisation programme for the Independent Directors, which has been disclosed on Company's website at www.royalorchidhotels.com/investors

Separate Meeting of Independent Directors and performance evaluation of Board by them:

In due compliance with the provisions of Regulation 25(3) of the LODR, a separate meeting of Independent Directors was held on February 09, 2024, to inter alia consider and discuss the performance of Non-Independent Directors, the Chairman and to assess the quality, quantity and timeliness of flow of information between the management of the listed entity and the Board in order to help the Board to perform its duties.

Audit Committee and its Recommendation(s):

In accordance with Section 177 of the Companies Act, 2013, rules made there under and Regulation 18 of the LODR, the Company has duly constituted the Audit Committee, details of which has been disclosed in the Corporate Governance Report forming part of this Annual Report and all recommendations made by the Audit Committee were accepted by the Board.

Nomination and Remuneration Committee:

In accordance with Section 178 of Companies Act, 2013 read with Rule 6 of Companies (Meetings of Board and its Powers) Rules, 2014 and Regulation 19 of LODR, the Company has constituted a Nomination and Remuneration Committee, details of which has been disclosed in the Corporate Governance Report forming part of this Annual Report and also on Company's website at www.royalorchidhotels.com/investors and your Company has also formulated Nomination and Remuneration Policy which is available website of the Company at: www.royalorchidhotels.com/investors.

Stakeholders' Relationship Committee:

In terms of Section 178 of the Companies Act, 2013 read with Rule 6 of Companies (Meetings of Board and its Powers) Rules,

2014 and Regulation 20 of LODR, the Company has constituted a Stakeholders' Relationship Committee (erstwhile Shareholders' Grievance Committee), details of which, along with terms of reference, has been disclosed in the Corporate

Governance Report forming part of this Annual Report and also on Company's website at www.royalorchidhotels.com/investors.

Statutory Auditor

The Shareholders at their 34th AGM held on 9th November, 2020 approved the appointment of M/s. Walker Chandiok & Co LLP, Chartered Accountants (Firm Registration No. 001076N/N500013) as the Statutory Auditors of the Company to hold the office from the conclusion of this 34th Annual General Meeting till the conclusion of 39th Annual General Meeting of the Company.

The Auditors' Report on the financial statements of the Company for the year ending March 31, 2024 has a Qualified Opinion. The statement on impact of Audit Qualification submitted to the stock exchanges on May 30, 2024 and available at the website of the company at www.royalorchidhotels.com/investors and website of Stock Exchanges i.e. www.nseindia.com and www.bseindia.com. The Auditors' Report is enclosed with the financial statements forming part of this Annual Report. The details of the NCLT case mentioned in the Audit Qualified have been detailed under "Significant and

Material Orders passed by the Regulators or Courts or details of ongoing significant and material Court Cases / Audit

Qualification or Emphasis of Matter" of this Director Report's.

Secretarial Auditor:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board has appointed Mr. G. Shanker Prasad (ACS 6357), Practicing Company Secretary (COP No. 6450) to undertake the Secretarial Audit of the Company for Financial Year 2023- 2024.

There were no qualifications by the Secretarial Auditor in their Secretarial Audit Report in Form MR-3 for the Financial Year ended 31st March 2024 except which is mentioned below along with management response:

1. There was noncompliance of Regulations 17(1), 18(1), 19(1), 19(2) and 20 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, with respect to Board of Directors, Audit Committee, Nomination and remuneration committee and Stakeholders Relationship Committee, for the period from 31st August 2023 to 30th September 2023.

The company has represented that the delay was due to completing the process of appointment of Mr. Rajkumar Thakardas Khatri (DIN:01787188) as an Independent Director who was appointed on October 08, 2023 in place of Mr.Bhaskar Pramanik (DIN:00316650) whose tenure came to end on August 30,2023 as an Independent Director. The Company had paid the requisite penalties to the stock exchanges and intimated the same to the stock exchanges.

The aforesaid report is appended as Annexure V to this Board's Report.

The Secretarial Audit Reports of material subsidiaries of the Company are attached as Annexure VI.

Credit Rating:

The details of the Credit Rating of the Company are given in point no. 10A of the Corporate Governance Report forming part of this Annual Report and also available at the website of the company at www.royalorchidhotels.com/investors.

Corporate Social Responsibility:

Your Company has always been committed to Corporate Social Responsibility ("CSR") and it is one of our commitments to the society. The details of the CSR activities undertaken by the Company during the financial year 2023-2024 are set out in

Annexure VII.

In accordance with Section 135 of Companies Act, 2013 read with Companies (Corporate Social Responsibility Policy) Rules, the constitution of Corporate Social Responsibility Committee is not applicable and the Company has also adopted a Corporate Social Responsibility Policy (Royal Orchid Corporate Social Responsibility Policy) in this respect. The CSR policy is available on website of the company at www.royalorchidhotels.com/investors.

Business Responsibility and Sustainability Report:

The requirement of Business Responsibility and Sustainability Report ("BRSR") under clause (f) of sub-regulation (2) of Regulation 34 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirement) Regulations, 2015 is not applicable to the Company for the financial year 2023-2024.

Risk Management:

The Company has established an effective Compliance Mechanism to mitigate the risk and will be reviewed by the Board periodically. The Company has adopted Risk Management Policy, pursuant to the provision of Section 134 of the Act, to identify and evaluate business risks and approach for mitigation of such risks. The Company has identified various risks and also has mitigation plans for each risk identified and reviewed periodically.

Insider Trading Regulations:

Based on the requirements under SEBI (Prohibition of Insider Trading) Regulations, 2015 (erstwhile, SEBI (Prohibition of Insider Trading) Regulations, 1992), as amended till date, the Code of Conduct for prevention of Insider Trading and the Code of fair disclosure, as approved by the Board from time to time, are enforced by the Company.

The Company has adopted a Code of Conduct to regulate, monitor and report trading by insiders under the SEBI (Prohibition of Insider Trading) Regulations, 2015. This Code of Conduct also includes code for practices and procedures for fair disclosure of unpublished price sensitive information and this is made available on the Company's website: www.royalorchidhotels.com/investors.

The objective of this Code is to protect the interest of Stakeholders at large, to prevent misuse of any price sensitive information and to prevent any insider trading activity by dealing in shares of the Company by its Directors, Officers and Designated Employees. The Company also adopts the concept of Closure of Trading Window, to prevent its Directors, Officers, Designated Employees and other employees from trading in the securities of the Company at the time when there is unpublished price sensitive information.

Vigil Mechanism and Whistle Blower Policy:

The Board of Directors of your Company has adopted the Vigil Mechanism and Whistle Blower Policy in compliance with Section 177(9) and (10) of the Companies Act, 2013 and regulations specified under LODR.

The Company has adopted a policy for receiving and redressing of employees' complaints. Under this policy, we encourage our employees to report any reporting of fraudulent financial or other information to the stakeholders, any conduct that results in violation of the Company's Code of Business Conduct. Likewise, under this policy, we have prohibited discrimination, retaliation or harassment of any kind against any employees who, based on the employee's reasonable belief is of the opinion that such conduct or practice have occurred or are occurring. No individual in the Company has been denied access to the Audit Committee or its Chairman.

The Whistle Blower policy can be accessed on your Company's website at the link: www.royalorchidhotels.com/investors.

The Audit Committee periodically reviews the functioning of this mechanism. This meets the requirement under the said provisions above.

Employees' Stock Options:

Employees' Stock Options represent a reward system based on overall performance of the individual employee and the

Company. It helps the Company to attract, retain and motivate the best available talent. This also encourages employees to align individual performances with those of the Company and promotes increased participation by the employees in the growth of the Company.

During the year under review, pursuant to SEBI (Share Based Employee Benefits) Regulations, 2014 (as amended from time to time), no options were granted to the employees.

Your Company has received a certificate from Practicing Company Secretary that the scheme has been implemented in accordance with SEBI (Share Based Employee Benefits) Regulations, 2014. The certificate was placed at the 37th Annual General Meeting for inspection by Members of the Company.

Details required to be provided under Regulation 13 of the SEBI (Share Based Employee Benefits and Sweat Equity)

Regulations, 2021 are available on the Company's website at: www.royalorchidhotels.com/investors.

Directors' Responsibility Statement:

Your Company's Directors make the following statement in terms of Section 134(5) of the Companies Act, 2013, which is to the best of their knowledge and belief and according to the information and explanations obtained by them:

1. In the preparation of the Annual Accounts for the year ended March 31, 2024, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same;

2. The Directors 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 as at March 31, 2024 and of the profit of the Company for the year ended on that date;

3. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

4. The Directors have prepared the annual accounts on ‘a going concern basis';

5. The Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively;

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

Internal Financial Controls and their adequacy:

Your Company has an adequate internal controls system, commensurate with the size and nature of its business. The system is supported by documented policies, guidelines and procedures to monitor business and operational performance which are aimed at ensuring business integrity and promoting operational efficiency. The Company also has engaged a renowned practicing Chartered Accountant firm an Internal Auditor which reporting to the Audit Committee. During the year under review, the Statutory Auditors and Secretarial Auditor 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, details of which needs to be mentioned in this Report.

Consolidated Financial Statements:

The Consolidated Financial Statements of the Company and its subsidiaries and associate company prepared in accordance with the Act and applicable Accounting Standards form part of this Annual Report.

For the purpose of preparation of the Consolidated Audited Financial Statements of the Company for the financial year ended March 31, 2024 as per Ind AS, the latest audited financial results of all the subsidiaries and associate company were considered and consolidation was done as per the provisions of Section 129 of the Act.

Annual Return:

Pursuant to Section 92(3) read with section 134(3)(a) of the Companies Act, 2013, copies of the Annual Returns of the Company prepared in accordance with Section 92(1) of the Companies Act, 2013 read with Rule 11 of the Companies (Management and Administration) Rules, 2014 are placed on the website of the Company and is accessible at the web-link: www.royalorchidhotels.com/investors.

Compliance with secretarial standards on Board Meetings and General Meetings:

The Company has complied with Secretarial Standards issued by the Institute of Company Secretaries of India on Board Meetings and General Meetings.

Payment of Listing Fee and Custodial Fee:

Your Company has paid the both, Annual Listing Fee and Annual Custodial Fee for the Financial Year 2023 2024, to the

National Stock Exchange ("NSE") and the Bombay Stock Exchange ("BSE") and to National Securities and Depositories

Limited (NSDL) and Central Depository Services (India) Limited (CDSL) respectively.

Commission or Remuneration received from Holding or subsidiary Companies:

During the year under review, no Commission or Remuneration was paid to the Executive Directors from Holding/Subsidiary Companies.

Disclosures as per the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013:

The Company has zero tolerance for sexual harassment at its workplace and in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules there under, your Board of Directors has approved and adopted a "Policy on Prevention of Sexual Harassment at Workplace" to provide equal employment opportunity and is committed to provide a work environment that ensures every woman employee is treated with dignity and respect and afforded equitable treatment.

During the year under review the Company has not received any complaints on sexual harassment. The Company has complied with the Information required under Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013.

Dematerialisation:

The Company's shares are available for dematerialization with both the Depositories viz., National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL). About 99.91% of the paid-up equity share capital of the Company has been dematerialized as on 31^st March 2024.

Cost Records:

The provisions in respect of maintenance of cost records as specified under sub-section (1) of Section 148 of the Act are not applicable to your Company.

Insolvency and Bankruptcy Code, 2016:

During the year under review, the Company has not made any application and there are no proceedings pending under the Insolvency and Bankruptcy Code, 2016.

Valuation:

The Company has not defaulted in repayment of any of its loans with Banks or Financial Institutions and hence the requirement of providing details of difference between amount of the valuation done at the time of one-time settlement and the valuation done while taking loan from the Banks / Financial Institutions along with the reasons thereof is not applicable to the Company.

Disclosure of Frauds in the Boards' Report under section 143 of the Companies Act, 2013:

During the year under review, your Directors did not observe any contract, arrangement and transaction which could result in a fraud; your Directors hereby take responsibility to ensure you that the Company has not been encountered with any fraud or fraudulent activity during the Financial Year 2023 - 2024.

Policies, Affirmations and Disclosures in line with ROHL's philosophy for adhering to ethical and governance standards and ensure fairness, accountability, responsibility and transparency to all its stakeholders, ROHL inter-alia, has adopted all the applicable policies and codes. The aforesaid policies have been uploaded on the website at: www.royalorchidhotels.com/investors.

The Details pursuant to Schedule V (A) (2) of SEBI (LODR), 2015 are as follows:

1. The company does not have any Holding Company, hence this disclosure is not applicable.

2. The loans and advances to Subsidiaries along with name and amounts are given in Note no. 44 to the notes to accounts enclosed in the standalone financials.

3. There are no loans and advances given to any Firms / Companies where directors are Interested.

4. The Disclosures in the subsidiary Companies to the aforesaid regulations are available in the accounts of the respective subsidiary companies which are available at the website of the company at the following web-link: www.royalorchidhotels.com/investors.

5. Details of transactions with entities belonging to Promoter/ Promoters Group are given in Note no. 44 to the Notes to Accounts enclosed in the standalone financials.

6. The Directors have 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.

7. During the year under review, no revision was made in the previous financial statements of the Company.

Other Disclosures:

1. During the year under review, the Company has not bought its own shares nor has given any loans to its employees

(including Key Managerial Personnel) of the Company for purchase of the Company's shares.

2. Your Company provides e-voting facility, to all its members to enable them to cast their votes electronically on all resolutions set forth in the Notice. This is pursuant to the Section 108 of the Companies Act, 2013 and Rule 20 of the Companies (Management and Administration) Amendment Rules, 2015.

3. Other disclosures with respect to Board's Report as required under the Companies Act, 2013 and the Rules notified thereunder and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirement) Regulations, 2015 are either NIL or NOT APPLICABLE.

4. Pursuant to clause q under sub-section 3 of section 134 of the Companies Act, 2013, the statutory disclosures required to be given in the Board's Report which are available in the financial statements, Corporate Governance

Report, Management Discussion & Analysis Report and Notice of AGM are not repeated. They may be referred in the respective sections of this Annual Report.

Acknowledgments

Your Directors place on record, their deep sense of appreciation to all Employees, support staff, for adopting to the values of the Company, viz., collaborative spirit, unrelenting dedication and expert thinking, to be an expertise led organization and the Company's Customers for letting us deliver the Company's Mission statement, to help the businesses and societies flourish. The Board also immensely thank all the Shareholders, Investors, Vendors, Service Providers, Bankers and all other Stakeholders for their continued and consistent support to the Company during the year.

Your Directors would like to make a special mention of the support extended by the various Banks, Departments of Government of India, the State Governments, the Tax Authorities, the Ministry of Commerce, Ministry of Tourism, Government of India, Karnataka State Tourism Development Corporation (KSTDC), Ministry of Corporate Affairs, Ministry of Finance, SEBI, NSE and BSE and others and look forward to their continued support in all future endeavours.

For and on behalf of the Board of Directors of Royal Orchid Hotels Limited