Shareholders meeting

Date: September 28, 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/Madam, Subject: Submission of Scrutinizers’ Report for the Remote E-Voting conducted at 40th Annual General Meeting (AGM) of the Company held on September 26, 2026. We are enclosing herewith, the Scrutinizers’ Report on Remote E-Voting conducted at 40th AGM of the Company, on September 26, 2026 through Video Conferencing (‘VC’) / Other Audio Visual Means (‘OAVM’). You are requested to take same on record. Thanking you, Yours Sincerely, For Royal Orchid Hotels Limited Padmini V Krupanidhi Company Secretary & Compliance Officer M. No. A52709 Encl: As Above V SREEDHARAN AND ASSOCIATES Company Secretaries Plot No. 293, # 201, 2nd Floor, 10th Main Road, 3rd Block, Jayanagar, Bengaluru - 560 011 €+ 91 80 49594533 compliance@sreedharancs.com Form No. MGT-13 REPORT OF SCRUTINIZER [Pursuant to section 108 of the Companies Act, 2013 and Rule 21(2) of the Companies (Management and Administration) Rules, 2014] The Chairperson of the 40t (Fortieth) Annual General Meeting (AGM) of the Members of “Royal Orchid Hotels Limited” held on Saturday, September 26, 2026, at 4:30 P.M. Sir, 1, Pradeep B Kulkarni, Partner of V Sreedharan and Associates, Company Secretaries, Bengaluru was appointed as Scrutinizer pursuant to Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014 and pursuant to Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, in compliance with the General circulars issued by the Ministry of Corporate Affairs (‘MCA’) and by the Securities Exchange Board of India (‘SEBI’) for the purpose of: (i) Scrutinizing the remote e-voting process and (i) Scrutinizing the voting done through electronic voting system (“Instapoll”) at the AGM. Both the above-mentioned voting is done under the provisions of the Section 108 and 109 of the Companies Act, 2013 read with Rule 20 and 21 of the Companies (Management and Administration) Rules, 2014 and pursuant to Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Page10of 8 The management of the Company is responsible to ensure compliance with the requirement of the Companies Act, 2013, Rules and circulars issued by MCA and SEBI relating to conducting of AGM and voting by electronic means for the resolutions contained in the Notice of the Fortieth Annual General Meeting dated September 04, 2026. My responsibility as a Scrutinizer for the voting process is restricted to making a Consolidated Scrutinizer’s Report of the votes cast “in favor” and/ or “against” the resolution stated in the Notice of the AGM, based on the report generated from the e-voting system provided by Central Depository Services (India) Limited (CDSL), the Agency Authorized under the Rules and engaged by the Company to provide remote e-voting facilities. | submit our report as under: 1.The remote E-Voting period remained open from Wednesday, September 23, 2026 from 9.00 a.m. (IST) and will end on Friday, September 25, 2026, at 5.00 p.m. (IST) 2. The Annual Report, the Notice of Annual General Meeting and the remote e-voting instructions slip were sent only by the electronic mode (e-mail) to those members whose email addresses were registered with the Company / Depository Participant(s) / Depositories pursuant to General Circular Nos. 14/2020 dated April 8, 2020, and 20/2020 dated May 05, 2020, and 09/2024 dated September 19, 2024 and latest being 03/2025 dated September 22, 2025, issued by Ministry of Corporate Affairs (Collectively referred to as “Circulars”) read with Regulation 36(1)(a) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. 3. The voting rights were reckoned as on Saturday, September 19, 2026 being the Cut- off date for the purpose of deciding the entitlements of Members at the remote e- voting. Page 2 of 8 4. After the conclusion of the Annual General Meeting, the votes cast through e- voting were unblocked on September 26, 2026 at 5.36 pm. (IST) 5. After declaration of voting by the Chairman, the Shareholders present at the AGM through VC voted through e-voting facility provided by CDSL. 6. As per the information given by the Company/ RTA, the names of the Shareholders who had voted by remote e-voting through the facility provided by CDSL had been blocked and only those Members who were present at the AGM through VC and who had not voted on remote e-voting were allowed to cast their votes through e-voting system during the AGM. 7.Based on the data provided by CDSL e-voting system i.e., remote e-voting and e- voting at the AGM the total votes cast in favour or against all the resolutions proposed in the Notice of the AGM are as under: Page30f8 a) RESOLUTION No.1: 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 - Ordinary Resolution (i) Voted in favour of Resolution: g e E-Voting at 5 emote E- Particulars f the AGM Total voting (Instapoll) Number of Members 64 0 64 voted Number of votes cast by 1,76,51,801 0| 1,76,51,801 them % of Total Number of . 93.67 0 93.67 valid votes cast (ii) Voted against the resolution: A o E-Voting at B emote E- Particulars - the AGM Total voting (Instapoll) Number of Members 13 0 13 voted Number of votes cast by 11,93,633 0 11,93,633 them % of Total Number of 3 6.33 0 6.33 valid votes cast (i) Invalid Votes - Nil Page40f 8 b) RESOLUTION No. 2: To declare Final Dividend of Rs 2.5/- per Equity Share for the Financial Year ended March 31, 2026 - Ordinary Resolution (i) Voted in favour of Resolution: R o E-Voting at f emote E- Particulars E the AGM Total voting (Instapoll) Number of Members 66 0 66 voted Number of votes cast by 1,88,45,396 0| 1,88,45,396 them % of Total Number of 100 0 100 valid votes cast (ii) Voted against the resolution: R o E-Voting at . emote E- Particulars ; the AGM Total voting (Instapoll) Number of Members 1 0 1 voted Number of votes cast by 38 0 38 them % of Total Number of 0 0 0 valid votes cast (ii) Invalid Votes - Nil Page 50of 8 c) RESOLUTION No.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 - Ordinary Resolution (i) Voted in favour of Resolution: 5 s E-Voting at . emote E- Particulars : the AGM Total voting (Instapoll) Number of Members 65 0 65 voted Number of votes cast by 1,76,51,816 0 1,76,51,816 them % of total number of i 93.67 0 93.67 valid votes cast (i) Voted against the resolution: E-Voting at Particulars Remote E- the AGM Total voting (Instapoll) Number of Members 12 0 12 voted Number of votes cast by 11,93,618 0 11,93,618 them % of total number of \ 6.33 0 6.33 valid votes cast (iii) Invalid Votes - Nil Page 60of 8 d) RESOLUTION No.4: To re appoint Mr. Venkata Ramana Murthy Pinisetti (DIN - 03483544) as an Independent Director of the Company for a second Term - Special Resolution (i) Voted in favour of Resolution: B o E-Voting at : emote E- Particulars : the AGM Total voting (Instapoll) Number of Members 63 0 63 voted Number of votes cast by 1,76,51,799 0 1,76,51,799 them % of total number of valid 93.67 0 93.67 votes cast (if) Voted against the resolution: 3 i E-Voting at 3 emote E- Particulars _ the AGM Total voting (Instapol [Showing first 8,000 characters — download PDF for full document]