Shareholders meeting

Date: September 04, 2026 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: Notice of the 40th Annual General Meeting (AGM) of the Company as required under Regulation 30 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI Listing Regulations) Pursuant to Regulation 30 read with Para A, Part A of Schedule III, of SEBI Listing Regulations, please find enclosed the Notice convening the 40th AGM of the Company to be held on Saturday, September 26, 2026, at 4:30 P.M. (IST) through Video Conferencing / Other Audio-Visual Means. The said Notice forms part of the Annual Report for FY 2025-26. The Notice of the 40th AGM is also uploaded on the website of the Company at https://www.royalorchidhotels.com/Images/factsheet/ROHL-AGM- Notice-2025-26.pdf You are requested to take the above on record. Thanking you, Yours Sincerely, For Royal Orchid Hotels Limited Padmini V Krupanidhi Company Secretary & Compliance Officer M No. A52709 Encl: As above NOTICE ROHL | Annual Report – 2025-26 NOTICE Notice is hereby given that the Fortieth Annual General Meeting of the Members of Royal Orchid Hotels Limited will be held on September 26, 2026 at 04:30 P.M. through Video Conferencing (‘VC’) / Other Audio Visual Means (‘OAVM’) to transact the following business: ORDINARY BUSINESSES: a. To receive, consider and adopt the Audited Standalone Financial Statements of the Company for the Financial Year ended March 31, 2026, together with the Reports of the Board of Directors and the Auditors thereon. b. To receive, consider and adopt the Audited Consolidated Financial Statements of the Company for the Financial Year ended March 31, 2026, together with the Report of the Auditors thereon. 2. To declare Final Dividend of Rs 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 being eligible, offers herself for re-appointment. SPECIAL BUSINESSES: 4. To re appoint Mr. Venkata Ramana Murthy Pinisetti (DIN - 03483544) as an Independent Director of the Company for a second Term. To consider and if thought fit, following resolution as a “SPECIAL RESOLUTION”: “RESOLVED THAT pursuant to Sections 149, 150 and 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), consent of the Members of the Company be and is hereby accorded to re-appoint Mr. Venkata Ramana Murthy Pinisetti (DIN - 03483544), to the office of Independent Director, for second consecutive term of 2 (Two) years with effect from October 09, 2026 to October 08, 2028 and the term shall not be subject to retirement by rotation; 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.” For and on behalf of the Board of Royal Orchid Hotels Limited Padmini V Krupanidhi Company Secretary & Compliance Officer M.No. :A52709 Date: 11-08-2026 Place: Bengaluru Registered Office: No.1, Golf Avenue, Adjoining KGA Golf Course, Kodihalli, HAL Airport Road, Bengaluru - 560 008, Karnataka CIN: L55101KA1986PLC007392 E-mail: padmini@royalorchidhotels.com NOTICE ROHL | Annual Report – 2025-26 Notes: 1. The Ministry of Corporate Affairs has vide Circular No. 14/2020 dated April 08, 2020, Circular No.17/2020 dated April 13, 2020, Circular No. 20/2020 dated May 05, 2020, Circular No. 02/2021 dated January 13, 2021, MCA General Circular No. 2/2022, dated May 05, 2022, MCA General Circular No. 09/2024 dated 19th September, 2024 and MCA General Circular No. 03/2025, dated September 22, 2025 (collectively referred to as “MCA Circulars”) read with SEBI Circular No. SEBI/HO/CFD/CMD1/CIR/P/2020/79 dated May 12, 2020, SEBI/HO/CFD/CMD2/CIR/P/2021/11 dated January 15, 2021, SEBI/HO/CFD/CMD2/CIR/P/2022/62 dated May 13, 2022, SEBI/HO/CFD/PoD-2/P/CIR/2023/4 dated January 5, 2023 and SEBI/HO/CFD/CFD-PoD-2/P/CIR/2023/167 dated October 07, 2023 and SEBI/ HO/CFD/CFD-Pod-2/CIR/2024/133 dated October 03, 2024 permitted the holding of the Annual General Meeting (AGM) through video conferencing (VC) or other audio visual means (OAVM), without the physical presence of the Members at a common venue. In compliance with the provisions of the Companies Act, 2013 (“Act”), SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”) and MCA Circulars, the 40th AGM of the Company is being held through VC / OAVM. Central Depository Services (India) Limited (“CDSL”) will be providing facility for voting through remote e-voting, for participation in the AGM through VC/OAVM facility and e-voting during the AGM. The procedure for participating in the meeting through VC / OAVM is explained below and is also available on the website of the Company at www.royalorchidhotels.com. 2. The Notice of 40th AGM (“Notice”) was approved by the Board of Directors at its meeting held on 11th August, 2026 and the Company Secretary was authorised to issue the Notice. 3. The attendance of the members attending the AGM through VC/OAVM will be counted for the purpose of reckoning the quorum under Section 103 of the Companies Act, 2013. The deemed venue for the 40th AGM shall be the Registered Office of the Company at Hotel Royal Orchid, No.1, Golf Avenue, Adjoining KGA Golf Course, Kodihalli, HAL Airport Road, Bengaluru - 560 008, Karnataka. 4. Members of the Company under the category of Institutional Investors are encouraged to attend and vote at the AGM through VC / OAVM. Corporate members intending to authorise their representatives to participate and vote at the AGM are requested to send a duly certified copy of the board resolution authorizing their representatives to attend and vote on their behalf at the AGM to the Scrutinizer at the email address pbk@sreedharancs.com and to the Company at the email address padmini@royalorchidhotels.com. 5. The Statement pursuant to Section 102 of the Companies Act, 2013 (Act) and details of Directors to be re-appointed, in respect of the business as set out in the Notice as Annexure I hereto. None of the Directors / Key Managerial Personnel / their relatives are, in any way, concerned or interested, financially or otherwise, in the resolution set out at Item No. 1, 2, 3 & 4 of the Notice except in item No. 3 where Mrs. Sunita Baljee [along with her respective relatives i.e. Mr. Chander K. Baljee (Husband) and Mr. Keshav Baljee (Son)] and in item no.4 where Mr. Venkata Ramana Murthy Pinisetti is interested. The Board recommends the Item Nos. 1, 2 & 3 of the Notice for approval by the members by Ordinary Resolution and Item Nos. 4 of the Notice by Special Resolution. 6. In case of joint holders, the member whose name appears as the first holder in the order of names as per the Register of Members of the Company will be entitled to vote at the AGM. 7. The Register of Directors and Key Managerial Personnel of the Company and their shareholding maintained under Section 170 of the Act, the Register of Contracts and Arrangements in which Directors are interested maintained under Section 189 of the Act and all other documents referred to in the Notice will be available for inspection in the electro [Showing first 8,000 characters — download PDF for full document]