Oriental Hotels Ltd

The Directors take pleasure in presenting the 55^,h Annual Report of Oriental Hotels Limited ("the Company" or "OHL") along with the Audited Financial Statements for the Financial Year ended March 31,2025. The consolidated performance of the Company and its subsidiary has been referred to wherever required.

* Dividend declared in FY 2023-24 and paid during the year under review.

The Board recommended a dividend of Rs. 0.50 per fully paid Equity Share on 17,85,99,180 Equity Shares of face value Rs. 1 each, for the year ended March 31, 2025. (Previous Year Rs. 0.50 per Share).

The dividend on Equity Shares is subject to the approval of the Shareholders at the Annual General Meeting (AGM) scheduled to be held on Thursday, July 24, 2025. The dividend once approved by the Shareholders will be paid on and after Thursday, July 31, 2025.

The dividend on Equity Shares if approved by the Members, would involve a cash outflow of Rs. 893 Lakhs.

The Board of Directors has decided to retain the entire amount of profit for FY 2024-25 appearing in the Statement of profit and loss.

The paid-up equity share capital of the Company as on March 31, 2025 was Rs. 1,786 Lakhs comprising of 17,85,99,180 equity shares having face value of Rs. 1 each. During the year, the Company had neither issued any shares nor instruments convertible into equity shares of the Company or with differential voting rights.

On a standalone basis, the Total Income for FY 2024-25 was Rs.44,463.28 Lakhs, which was higher than the previous year's Total Income of Rs. 40,900.85 Lakhs by 8.71 %. The Company reported a Profit after tax of Rs. 4,452.17 Lakhs for FY 2024-25 in comparison with a Profit after tax oft 5,533.88 Lakhs for FY 2023-24.

On a consolidated basis, the Total Income for FY 2024-25 was Rs.44,289.39 Lakhs, which was higher than the previous year's Total Income of Rs.40,434.01 Lakhs by 9.53%. The profit for the year after share of profit/ (loss) of Associates and Joint Venture for FY 2024-25 was Rs.3,920.60 Lakhs as against a profit for the previous year oft 4,965.24 Lakhs.

The total borrowings including interest accrued stood at Rs.15,038.98 Lakhs as on March 31, 2025 as against 1 16,973.09 Lakhs as on March 31,2024.

During FY 2024-25, the Company has not issued any debentures and no debentures were outstanding as on March 31,2025.

The Company as on March 31, 2025 had the following credit ratings:

CARE Ratings Limited has reaffirmed the rating of ‘CARE A+; Stable /Care AT (Single A Plus; Outlook: Stable / A One) to the Iong-term/short term bank facilities of the Company.

ICRA Limited has reaffirmed the long-term rating of [ICRA]A+ and short-term rating of [ICRA]A1. The outlook on the long-term Rating is Stable.

Details are available at: https://orientalhotels.coin/invesbrs/statutoiy-disclosers:

During FY 2024-25, the Company's outlay towards capital expenditure was 7,063.81 Lakhs.

An analysis of the Business and Financial Results are given in the Management Discussion and Analysis, which forms part of the Annual Report.

Pursuant to the provisions of Section 129(3) of the Companies Act, 2013 (Act) a statement containing the salient features of financial statements of the Company's subsidiary in Form No. AOC-1 is attached in the report as Annexure - 1. Further, pursuant to the provisions of Section 136 of the Act, the financial statements of the Company, consolidated financial statements along with relevant documents and separate audited financial statements in respect of subsidiary, is available on the website of the Company at https://orientalhotels.co.in/investors/financial-results/.

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, the work performed by the internal, statutory and secretarial auditors and external consultants, including the audit of internal financial controls over financial reporting by the statutory auditors and the reviews performed by management and the relevant Board Committees, including the Audit Committee, the Board is of the opinion that the Company's internal financial controls were adequate and effective during FY 2024-25.

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

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

ii. 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 and profit of the Company for that period;

iii. They 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;

iv. They have prepared the annual accounts on a going concern basis;

v. They have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively;

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

In accordance with the requirements of the Act and the Company's Articles of Association, Mr. Vijayagopal Reddy (DIN: 00051554] retires by rotation and being eligible, offers himself for re- appointment. The necessary resolution for his re-appointment forms part of the Notice convening the AGM.

Mr. Pramod Ranjan (DIN: 00887569] has been reappointed as the Managing Director & Chief Executive Officer of the Company for a further term of three years, effective from November 11,2024.

Mr. Ankur Dalwani (DIN: 10091697] has been appointed as a Non-Independent (Non-Executive] Director of the Company, liable to retire by rotation w.e.f. July 01,2024.

Ms. Nina Chatrath (DIN: 07700943] has been reappointed as an Independent (Non- Executive] Director, not liable to retire by rotation, for a second term of five years commencing from October 29,2024.

Mr. Arvind Singh (DIN: 02780573] has been appointed as an Independent (Non-Executive] Director, not be liable to retire by rotation w.e.f. July 01, 2025, subject to approval by the Members in the ensuing Annual General Meeting.

Mr. Ramesh D Hariani (DIN: 00131240] retired as Non- Independent (Non-Executive] Director of the Company on October 11, 2024, upon attaining the age of seventy- five years. He was subsequently appointed as a Non- Independent (Non-Executive] Director of the Company liable to retire by rotation w.e.f. March 01,2025.

Mr. Giridhar Sanjeevi (DIN: 06648008] resigned as Non- Independent (Non-Executive] Director of the Company consequent to his superannuation from The Indian Hotels Company Limited, w.e.f. June 30,2024.

In terms of Regulation 25(8] of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements] Regulations, 2015 (SEBI Listing Regulations], the Independent Directors have confirmed that they are not aware of any circumstance or situation, which exists or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence. Based upon the declarations received from the Independent Directors, the Board of Directors has confirmed that they meet the criteria of Independence as mentioned under Section 149(6] of the Act and Regulation 16(l](b] of SEBI Listing Regulations and that they are Independent of the Management. In the opinion of the Board, there has been no change in the circumstances affecting their status as Independent Directors of the Company and the Board is satisfied of the integrity, expertise and experience (including proficiency in terms of Section 150(1] of the Act and applicable Rules thereunder] of all Independent Directors on the Board. Further in terms of Section 150 read with Rule 6 of the Companies (Appointment & Qualification of Directors] Rules, 2014, as amended, the Independent Directors of the Company have registered their names in the data bank of Independent Directors maintained with the Indian Institute of Corporate Affairs.

Mr. Nitin Bengani stepped down from the role of Chief Financial Officer of the Company w.e.f. April 18,2024. Mr. Paras Puri was appointed as the Chief Financial Officer of the Company w.e.f. April 19,2024.

In terms of Section 203 of the Act, the KMP of the Company as on March 31,2025 are:

- Mr. Pramod Ranjan - Managing Director & Chief Executive Officer

- Mr. Paras Puri - Associate Vice President - Finance & Chief Financial Officer

- Ms. S. Akila - Corporate Director Legal & Company Secretary

Four (4] meetings of the Board were held during the year under review. For details of meetings of the Board, please refer to the Corporate Governance Report, which forms a part of the Annual Report.

a. Audit Committee

b. Nomination and Remuneration Committee

c. Stakeholders' Relationship Committee

d. Risk Management Committee

e. Corporate Social Responsibility Committee

Mr. Giridhar Sanjeevi ceased to be the Member of the Audit and Risk Management Committee w.e.f. June 30,2024 and Mr. Ankur Dalwani was appointed as the Member of the said Committees w.e.f. July 01,2024.

During the year under review, all recommendations of the Committees were approved by the Board. The details including the composition of the Committees, attendance at the Meetings and terms of reference are included in the Corporate Governance Report, which forms a part of the Annual Report.

The Board of Directors has carried out an annual evaluation of its own performance, board committees, and individual Directors pursuant to the provisions of the Act and SEBI Listing Regulations.

The performance of the Board was evaluated by the Board after seeking inputs from all the Directors on the basis of criteria such as the board composition and structure; degree of fulfilment of key responsibilities towards stakeholders (by way of monitoring corporate governance practices, participation in the long- term strategic planning, etc.); effectiveness of board processes, information and functioning, etc.; extent of co-ordination and cohesiveness between the Board and its Committees; and quality of relationship between Board Members and the Management.

The performance of the committees was evaluated by the Board after seeking inputs from the Committee Members on the basis of criteria such as the composition of committees, effectiveness of committee meetings, etc. The above criteria are broadly based on the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India (SEBI) on January 5,2017.

In a separate meeting of Independent Directors, performance of Non-Independent Directors, the Board as a whole and the Chairman of the Company was evaluated, taking into account the views of Executive Directors and Non-Executive Directors. The Board and the Nomination and Remuneration Committee (NRC) reviewed the performance of individual Directors on the basis of criteria such as the contribution of the individual Director to the Board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meeting, etc. In the Board Meeting that followed the meeting of the Independent Directors and meeting of NRC, 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 Company's policy on Directors' appointment and remuneration and other matters provided in Section 178(3) of the Act is available on https://orientalhotels.co.in/investors/policies/.

In accordance with Section 177(9) of the Act and Regulation 22 of the SEBI Listing Regulations, the Company has established the necessaiy vigil mechanism that provides a formal channel for all its directors, employees and other stakeholders to report concerns about any unethical behaviour, actual or suspected fraud or violation of the Company's Code of Conduct. The details of the policy have been disclosed in the Corporate Governance Report, which forms a part of the Annual Report and is also available on https://orientalhotels.co.in/investors/policies/.

The Company's internal control systems a re commensu rate with the nature of its business, the size and complexity of its operations and such internal financial controls with reference to the Financial Statements are adequate.

The details in respect of internal financial control and their adequacy are included in the Management Discussion and Analysis, which forms a part of the Annual Report.

The brief outline of the Corporate Social Responsibility (CSR) policy of the Company and the initiatives undertaken by the Company on CSR activities during the year under review are set out in Annexure - 2 of this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Amendment

Rules, 2014, as amended from time to time. For other details regarding the CSR Committee, please refer to the Corporate Governance Report, which is a part of the Annual Report. The CSR policy is available on https://orientalhotels.co.in/investors/policies/

At the 52^nd AGM of the Company held on July 28, 2022, the Members approved the re-appointment of PKF Sridhar & Santhanam LLP, Chartered Accountants (Firm Registration No. 0039905S/S200018] as the Statutory Auditors of the Company to hold office for a second term of five consecutive years, from the conclusion of the 52^nd AGM till the conclusion of the 57^th AGM of the Company to audit and examine the books of account of the Company.

The Statutoiy Auditors' Report on the Financial Statements of the Company for FY 2024-25 does not contain any qualifications, reservations, adverse remarks or disclaimer.

The Statutory Auditors of the Company have not reported any fraud as specified under Section 143(12] of the Act during the year under review.

In terms of Section 204 of the Act and Rules made thereunder, M/s M. Alagar & Associates, Practicing Company Secretaries (Registration No.: P2011TN078800] were appointed as Secretarial Auditors of the Company to conduct the Secretarial Audit of records and documents of the Company for FY 2024-25 and their report is annexed as Annexure - 3 to this report. The Secretarial Auditor's Report does not contain any qualifications, reservations, adverse remarks or disclaimer.

For FY 2024-25, the Company does not have any material unlisted Indian subsidiaries. Hence the requirement to attach secretarial audit reports of material unlisted Indian subsidiaries pursuant to Regulation 24A (1] of the SEBI Listing Regulations is not applicable to the Company.

Pursuant to the requirements of Regulation 24A of the SEBI Listing Regulations, the Board of Directors of the Company at their meeting held on April 25, 2025, approved the appointment of M/s. Alagar & Associates LLP (Formerly known as M/s. M. Alagar & Associates] bearing Registration No.: L2025TN019200, a Peer Reviewed Practicing Company Secretary firm, as the Secretarial

Auditor of the Company for a term of five consecutive financial years, commencing from FY 2025-26 up to FY 2029-30, to conduct the Secretarial Audit, subject to the approval of the Members at the ensuing AGM.

The necessary resolution for the appointment of Alagar & Associates LLP forms part of the Notice convening the ensuing AGM scheduled to be held on Thursday, July 24,2025.

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

The Board of Directors of the Company has formed a Risk Management Committee to frame, implement and monitor the risk management plan for the Company. The Committee is responsible for monitoring and reviewing the risk management plan and ensuring its effectiveness. The Audit Committee has additional oversight in the area of financial risks and controls. The major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. The development and implementation of risk management policy has been covered in the Management Discussion and Analysis which forms a part of the Annual Report.

The Company falls within term ‘Infrastructural Facilities' as provided under Schedule VI to the Act. Accordingly, the Company is exempt from the provisions of Section 186 of the Act with regards to Loans, Guarantees, Securities provided and Investments. Therefore, no details are provided.

In line with the requirements of the Act and the SEBI Listing Regulations, as amended, the Company has formulated a Policy on Related Party Transactions for identifying, reviewing, approving and monitoring of Related Party Transactions and the same can be accessed on the Company's website at https://orientalhotels.co.in/investors/Policies/.

During the year under review, all Related Party Transactions that were entered into were in the Ordinary Course of Business and at Arms' Length Basis. All transactions entered with related parties were approved by the Audit Committee. The information on transactions with related parties pursuant to Section 134(3) (h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014, as amended, in Form AOC-2 is provided in the Annexure-4 to this Report.

As provided under Section 92(3),134(3) (a) of theActand Rule 12 of Companies (Management and Administration) Rules, 2014, the Annual Return in form MGT- 7 for FY 2024-25 is available on the website of the Company at https://orientalhotels.co.in/investors/annual-report/.

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, are annexed to this report as Annexure - 5.

In terms of the provisions of 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, a statement showing the names and other particulars of employees drawing remuneration in excess of the limits set out in the said Rules forms part of this report. Further, the report and the annual accounts are being sent to the Members excluding the aforesaid statement. In terms of Section 136 of the Act, the said statement will be open for inspection upon request by the Members. Any Member interested in obtaining such particulars may write to the Company Secretary at Ohlshares.mad@taihotels.com.

As per SEBI Listing Regulations, the Corporate Governance Report with the Auditors' Certificate thereon, and the Management Discussion and Analysis are attached as a separate section, which forms part of the Annual Report.

In accordance with Regulation 34(2) (f) of the SEBI Listing Regulations, Business Responsibility and Sustainability Report (BRSR), covering disclosures on the Company's performance on Environment, Social and Governance parameters for FY 2024-25 in the prescribed format, is part of this Annual Report.

As per Regulation 43A of the SEBI Listing Regulations, the Dividend Distribution Policy is disclosed in the Corporate Governance Report and is uploaded on the Company's website at https://orientalhotels.co.in/investors/policies/.

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.

The Company does not accept and/ or renew Fixed Deposits from the general public and shareholders. There were no overdues on account of principal or interest on public deposits including the unclaimed deposits at the end of FY 2024-25 (Previous year Rs. Nil).

A. Conservation of Energy: The Company has a longstanding history of stewardship through efficient management of all its assets and resources. The Company's conscious efforts are aligned with the Tata ethos of keeping communities and environment at the heart of doing business. In its endeavor to conserve energy, various measures have been undertaken on an ongoing basis at the hotel units of the Company. Installation of solar lighting and hearing panels coupled with phasing out of conventional lightings with CFL and LED lights resulted in reduction in power consumption. Efforts to increase the share of renewable source of energy like wind and solar also help in reduction in both power consumption cost and carbon foot print. We have partnered with Tata power and installed EV Charging stations at our properties. This will help to reduce range anxiety for guests with EV vehicles and also play a role in lowering the overall carbon footprint of the country.

B. Technology Absorption: There is no material information on technology absorption to be furnished. The Company continues to adopt and use the latest technologies to improve the efficiency and effectiveness of its business operations.

C. Foreign Exchange Earnings and Outgo:

- Earnings: Rs. 6,731 Lakhs (Previous year 16,165.72 Lakhs)

- Outgo: Rs. 416.33 Lakhs (Previous year t 901.08 Lakhs)

There are no material changes affecting the financial position of the Company subsequent to the close of FY 2024-25 till the date of this Report.

During the year under review, no significant material orders were passed by the Regulators or Courts or Tribunals impacting the going concern status and the Company's operations. However, Members' attention is drawn to the Statement of Contingent Liabilities and Commitments in the Notes forming part of the financial statements.

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.

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

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: https://orientalhotels.co.in/investors/policies/

During the financial year, the Company had not received any complaints on the same.

The Directors thank the Company's customers, vendors, investors, lenders, partners and all other stakeholders for their continuous support.

The Directors also thank the Government of India, State Governments and concerned Government Departments and agencies for their co-operation.

The Directors appreciate and value the contribution made by all our employees and their families and the contribution made by every other member of the OHL family for making the Company what it is.