Key Dates and Event Details

  • AGM Date and Time: Saturday, September 26, 2026, at 4:30 P.M. (IST)
  • AGM Mode: To be held through Video Conferencing (VC) / Other Audio Visual Means (OAVM) without physical attendance, in compliance with MCA and SEBI circulars.
  • Record Date for Dividend: August 28, 2026
  • Remote E-Voting Period: Begins on September 23, 2026, at 9:00 A.M. and ends on September 25, 2026, at 5:00 P.M.
  • Cut-off Date for E-Voting Eligibility: September 19, 2026
  • Dividend Payout Date: On or after September 27, 2026 (if approved by shareholders)
  • Deemed Venue: Registered Office at Hotel Royal Orchid, No.1, Golf Avenue, Adjoining KGA Golf Course, Kodihalli, HAL Airport Road, Bengaluru - 560 008, Karnataka.

Business to be Transacted

Ordinary Businesses:

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

2. To declare a Final Dividend of ₹2.5 per Equity Share for the financial year ended March 31, 2026.

3. To appoint a director in place of Mrs. Sunita Baljee (DIN: 00080737), who retires by rotation and is eligible for re-appointment.

Special Business:

4. Special Resolution: To re-appoint Mr. Venkata Ramana Murthy Pinisetti (DIN: 03483544) as an Independent Director for a second consecutive term of two years, effective from October 09, 2026, to October 08, 2028. His term will not be subject to retirement by rotation.

Key Quantitative Figures

  • Dividend per share: ₹2.5 (proposed final dividend)
  • Mrs. Sunita Baljee's shareholding: 1.60%

Parties and Entities Involved

  • Company Secretary & Compliance Officer: Padmini V Krupanidhi (M No. A52709)
  • Scrutinizer: Mr. Pradeep B Kulkarni, Practicing Company Secretary (Membership No. 7260)
  • E-Voting Agency: Central Depository Services (India) Limited (CDSL)
  • Regulators Cited: Ministry of Corporate Affairs (MCA), Securities and Exchange Board of India (SEBI)

Voting and Participation Instructions

  • Remote e-voting is mandatory and will be provided by CDSL via their platform (www.evotingindia.com) or through depository participants (NSDL/CDSL).
  • Shareholders can also vote electronically during the AGM if they have not voted remotely and are attending the meeting.
  • Attendance through VC/OAVM will be counted for quorum purposes.
  • The facility for participation is available on a first-come, first-served basis for up to 1000 members, excluding large shareholders (2%+), promoters, institutional investors, directors, KMPs, committee chairpersons, and auditors.
  • Shareholders wishing to speak must register at least 5 days in advance by emailing padmini@royalorchidhotels.com.

Additional Information and Rationale

  • The explanatory statement for the special resolution (Item 4) details that Mr. Pinisetti was first appointed on October 09, 2024, and his current term expires on October 08, 2026. The Board, based on the Nomination and Remuneration Committee's recommendation, proposes his re-appointment.
  • Mr. Pinisetti has submitted a declaration of independence under Section 149(6) of the Companies Act, 2013.
  • His brief resume, included in Annexure I, notes his qualifications (B.Com, LL.B, M.A., Ph.D.), extensive experience in HR and organization development at companies like The Coca-Cola Company and Indian Hotels (TATA Group), and his current directorships at Zee Entertainment Enterprises Limited and Automotive Axles Limited.
  • Mrs. Sunita Baljee is a co-promoter of the company with vast experience in the hospitality industry.
  • The Notice and the full Annual Report for FY 2025-26 are available on the company's website (www.royalorchidhotels.com) and the websites of BSE and NSE.

Financial and Capital Structure Impact

  • The declaration of the dividend will result in a cash outflow contingent on shareholder approval. The amount is specified as ₹2.5 per share.
  • The re-appointment of directors has no direct capital structure impact.

Governance and Compliance

  • The Register of Directors and Key Managerial Personnel and their shareholding, and the Register of Contracts and Arrangements in which Directors are interested, will be available for electronic inspection by members upon request.
  • Members are reminded that share transfers are only permitted in dematerialized form, per SEBI regulations.
  • Unpaid dividends for seven years are transferred to the Investor Education and Protection Fund (IEPF).