Meeting Details

The 56th Annual General Meeting (AGM) of Oriental Hotels Limited will be held on Thursday, July 30, 2026, at 11:00 a.m. IST through Video Conferencing/Other Audio-Visual Means. The proceedings shall be deemed to be conducted at the Registered Office of the Company at Taj Coromandel, No. 37, Mahatma Gandhi Road, Nungambakkam, Chennai 600034.

Business to be Transacted

Ordinary Business:

1. To receive, consider and adopt the Audited Standalone Financial Statements for FY ended March 31, 2026, with Reports of Board of Directors and Auditors.

2. To receive, consider and adopt the Audited Consolidated Financial Statements for FY ended March 31, 2026, with report of the Auditors.

3. To declare dividend on Equity Shares for FY ended March 31, 2026.

4. To appoint a Director in place of Mr. Ankur Dalwani (DIN: 10091697) who retires by rotation and offers himself for re-appointment.

Special Business:

5. Appointment of Mr. Venkatesh Rajagopal as Director and Independent Director - Special Resolution for appointment as Independent Director for a term of five years from May 05, 2026 to May 04, 2031. He was appointed as Additional (Non-Executive, Independent) Director effective May 05, 2026.

6. Appointment of Mr. Suraj Krishna Moraje as Director and Independent Director - Special Resolution for appointment as Independent Director for a term of five years from May 05, 2026 to May 04, 2031. He was appointed as Additional (Non-Executive, Independent) Director effective May 05, 2026.

7. Approval for Material Related Party Transactions with The Indian Hotels Company Limited - Ordinary Resolution for entering into related party transactions/contracts/arrangements with IHCL for a term of 20 years effective August 1, 2026, expected to exceed materiality thresholds prescribed under Regulation 23 of SEBI Listing Regulations.

Dividend Information

The Company has fixed Thursday, July 23, 2026 as the 'Record Date' for determining entitlement of Members to final dividend for FY ended March 31, 2026, if approved at the AGM.

Dividend Amount: ₹0.65 per equity share of ₹1 each (65%)

Payment Date: On or after Thursday, August 06, 2026

Mode: Electronic mode subject to TDS deduction

Dividend Payment Mechanism:

  • For shares held in electronic form: To beneficial owners as of close of business hours on July 23, 2026
  • For shares held in physical form: To members whose names appear in Company's Register of Members

Director Appointments Details

Mr. Venkatesh Rajagopal (DIN: 00003625)

  • Former Indian Police Service officer (1979-1989)
  • Founder of Eka Fellowship and Co-Founder of Beyond Trees
  • Serves on boards of several corporate and non-profit organizations
  • Board satisfied he meets independence criteria under Section 149(6) of Companies Act and Regulation 16(1)(b) of SEBI Listing Regulations
  • Also appointed as Member of Corporate Social Responsibility Committee effective May 05, 2026
  • No inter-se relationship with other directors/KMPs
  • Shareholding in Company: Nil
  • Other directorships: Celebrity Fashions Limited, Indian Terrain Fashions Limited

Mr. Suraj Krishna Moraje (DIN: 08594844)

  • Previously served as CEO of Quess Corp
  • Spent over two decades with McKinsey & Company
  • Cross-sector leader with experience in corporate leadership and strategy
  • Board satisfied he meets independence criteria under Section 149(6) of Companies Act and Regulation 16(1)(b) of SEBI Listing Regulations
  • Also appointed as Member of Audit Committee, Nomination and Remuneration Committee, and Risk Management Committee effective May 05, 2026
  • No inter-se relationship with other directors/KMPs
  • Shareholding in Company: Nil
  • Other directorships: Ashiana Housing Limited, New Soul Restoration Private Limited, Sahamati Foundation

Material Related Party Transactions with IHCL

Background and Rationale

Oriental Hotels Limited currently has seven hotel units: Taj Coromandel Chennai; Taj Fisherman's Cove Resort & Spa Chennai; Taj Malabar Resort & Spa Kochi; Gateway Madurai; Gateway Coonoor; Vivanta Coimbatore; and Vivanta Mangalore. The Company proposes to enter into new Hotel Management Agreements with IHCL for 20 years effective August 1, 2026, superseding existing Hotel Operating Agreements.

Transaction Details

Related Party: The Indian Hotels Company Limited (IHCL)

Relationship: Entity having significant influence

Shareholding: IHCL holds 37.09% in OHL; OHL holds 0.06% in IHCL

Tenure: 20 years effective August 1, 2026

FY 2026-27 Estimated Value: ₹10,230 lakhs

As percentage of OHL's FY25-26 consolidated turnover: 20.36%

As percentage of IHCL's FY25-26 standalone turnover: 1.06%

Category-wise Estimated Values for FY 2026-27:

1. Payment of Operating and Management Fees and Reimbursement of Costs: ₹6,600 lakhs

2. Loyalty: ₹1,000 lakhs

3. Deputed Staff Salary - Paid: ₹1,800 lakhs

4. Deputed Staff Salary - Received: ₹500 lakhs

5. Intra Group Services - Income: ₹150 lakhs

6. Cost Recovery: ₹50 lakhs

7. Purchase of goods or services: ₹100 lakhs

8. Sale of goods or services: ₹30 lakhs

Previous Transactions with IHCL (FY 2025-26)

Total transactions amounted to ₹6,936.88 lakhs across various categories including operating/license fees paid (₹2,086.44 lakhs), sale & marketing costs (₹2,063.00 lakhs), loyalty (₹796.33 lakhs), and deputed staff salaries (₹1,137.66 lakhs paid, ₹189.07 lakhs received).

Justification

The proposed HMAs provide continuity of premium brand positioning, professional management, and market presence. OHL gains access to IHCL's extensive reservation network, loyalty platform, corporate client base, and revenue management expertise. The transactions are at arm's length basis and in ordinary course of business.

Voting Information

Remote e-Voting Details

Cut-off date: Thursday, July 23, 2026

Voting period: Monday, July 27, 2026 (09:00 am IST) to Wednesday, July 29, 2026 (05:00 pm IST)

Service provider: NSDL

Scrutinizer: M/s. S. Sandeep & Associates, Company Secretaries

Voting Restrictions

For Item No. 7 (RPT with IHCL), related parties shall not vote to approve the resolution.

Important Dates and Deadlines

  • Record Date for dividend: July 23, 2026
  • Last date for PAN/KYC updates for TDS purposes: July 18, 2026
  • Last date for bank mandate updates for physical shareholders: July 18, 2026
  • Remote e-Voting period: July 27-29, 2026
  • AGM date: July 30, 2026
  • Dividend payment date: On or after August 6, 2026

Financial Impact

The dividend declaration represents a cash outflow subject to TDS. The RPTs with IHCL represent ongoing operational expenses that are expected to provide business benefits through brand association and operational expertise.