The Directors take pleasure in presenting the 56^th Annual Report of Oriental Hotels Limited (the Company or "OHL"] along with the
Audited Financial Statements for the Financial Year ended March 31,2026. The consolidated performance ofthe Company and its
subsidiary has been referred to wherever required.

* Dividend declared in FY 2024-25 and paid during the year under review.

Z. Dividend

The Board recommended a dividend of 4 0.65 per fully
paid Equity Share on 17,85,99,180 Equity Shares of face
value of 41 each, for the year ended March 31, 2026.
(Previous Year 40.50 per Share].

The dividend on Equity Shares is subject to the approval
ofthe Shareholders at the Annual General Meeting (AGM]
scheduled to be held on Thursday, July 30, 2026. The
dividend once approved by the Shareholders will be paid
on and after Thursday, August 06,2026.

The dividend on Equity Shares if approved by the
Members, would involve a cash outflow of 4 1,160.89
Lakhs.

The Board of Directors has decided to retain the entire
amount of profit for FY 2025-26 appearing in the
Statement of profit and loss.

The paid-up equity share capital of the Company as
on March 31, 2026 was 4 1,786 Lakhs comprising of
17,85,99,180 equity shares having face value of 41 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 2025-26
was t 50,066.29 Lakhs, which was higher than the
previous year's total income of t 44,463.28 Lakhs by
12.6%. The Company reported a profit of 17,076.55 Lakhs
for FY 2025-26 in comparison with a profit of
14,452.17 Lakhs for FY 2024-25.

On a consolidated basis, the total income for
FY2025-26was 150,252.13 Lakhs, which was higherthan
the previous year's Total Income of t 44,289.39 Lakhs
by 13.5 %. The profit for the year after share of profit/
(loss] of Associates and Joint Venture for FY 2025-26 was
t 6,795.33 Lakhs as against a profit for the previous year
of ^3,920.60 Lakhs.

The total borrowings including interest accrued stood
at t 9,698.75 Lakhs as on March 31, 2026 as against
115,038.98 Lakhs as on March 31,2025.

During FY 2025-26, the Company has not issued any
debentures and no debentures were outstanding as on
March 31,2026.

The Company as on March 31, 2026 had the following
credit ratings:

Care Ratings Limited: The long-term bank facilities of
^47.16 crore have been upgraded to CARE AA-; (outlook:
stable]. Long-term/short-term facilities of ^1.00 crore
have been rated CARE AA-/ CARE A1+;
(outlook: stable]. Short-term bank facilities of

t 81.85 crore have been rated CARE A1+, while facilities
of t 0.01 crore have been upgraded to CARE A1+.

ICRA Limited: The long-term fund-based cash credit
facility of ^30.00 crore and short-term interchangeable
limits of ^20.00 crore have been upgraded to

[ICRA]AA-(outlook: stable] and [ICRAJA1+, respectively.

Details are available at: https://orientalhotels.co.in/
investors/statutoiy disclosers/compliance-reports/

During FY 2025-26, the Company's outlay towards capital
expenditure was t 3,473.58 Lakhs.

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

As per the Companies Act, 2013 ('the Act'], the Company
has 1 Subsidiary, 1 Associates, and 1 Joint Venture
Companies as on March 31, 2026. There has been no
material change in the nature of the business of the
Subsidiaiy/Joint Venture/Associate. 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, statutoiy
and secretarial auditors and external consultants,
including the audit of internal financial controls over
financial reporting by the statutoiy 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 2025-26.

Pursuant to Section 134(5] of the Act, the Board of
Directors, to the best of its 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. It has 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 of the
profit of the Company for that period;

iii. It has 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. It has prepared the annual accounts on a going
concern basis;

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

vi. It has 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. Ankur Dalwani
(DIN: 10091697] retires by rotation and being eligible,
seeks re-appointment.

During the year, the Members of the Company at its
Annual General Meeting dated July 24, 2025 approved
the appointment of Mr. Arvind Singh (DIN 02780573] as
a Non-Executive Independent Director of the Company,
not liable to retire by rotation, to hold office for a term of
five years commencing from July 01,2025 through special
resolution.

During the year, the Nomination and Remuneration
Committee recommended and Board of Directors
approved:

(i] The appointment of Mr. Venkatesh Rajagopal
(DIN: 00003625] as an Additional Director in the
categoiy of Non-Executive Independent Director
with effect from May 05, 2026, subject to
the approval of the Members at the ensuing
56^th Annual General Meeting.

(ii] The appointment of Mr. Suraj Krishna Moraje
(DIN: 08594844] as an Additional Director in the
categoiy of Non-Executive Independent Director
with effect from May 05, 2026, subject to
the approval of the Members at the ensuing
56^th Annual General Meeting.

The aforesaid appointments were made in place of
Mr. Vijay Sankar (DIN: 00007875] who shall retire as a
Non-Executive Independent Director of the Company with
effect from the end of business hours on May 11,2026 and
Mr. Moiz Mohsin Miyajiwala (DIN: 00026258] who shall
retire as a Non-Executive Independent Director of the
Company with effect from the end of business hours on
May 23, 2026.

The necessaiy resolution seeking Member's approval for
appointment/ re-appointment of Directors forms part of
the Notice convening the AGM.

During the year under review Ms. Gita Nayyar
(DIN: 07128438] ceased as Non-Executive Independent
Director, of the Company with effect from the end of
business hours on July 30, 2025 upon completion of two
consecutive terms of five years each. The Board places on
record its appreciation for the invaluable contribution
and guidance provided by her to the Company over the
years.

The Company has received the necessaiy declaration^]
from each Independent Director in accordance with
Section 149(7] of the Act read with Regulation 25(8]
of the SEBI Listing Regulations, that he/she meets
the criteria of independence as laid out in Section
149(6] of the Act and Regulation 16(l](b] of the
SEBI Listing Regulations. Further, 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 their
ability to discharge their duties with an objective
independent judgement and without any external
influence.

In the opinion of the Board, there has been no change
in the circumstances which may affect their status
as Independent Directors of the Company, and that
the Independent Directors are independent of the
Management. 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 of the Act read with
Rule 6 of the Companies (Appointment and Qualification
of Directors] Rules, 2014, as amended. Independent
Directors of the Company have included their names in
the data bank of Independent Directors maintained with
the Indian Institute of Corporate Affairs.

In terms of Section 203 ofthe Act, the KMP ofthe Company
as on March 31,2026 are:

- Mr. Pramod Ranjan - Managing Director & CEO

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

- Ms. S. Akila - Associate Vice President - Legal & Company
Secretary

Four (4] meetings of the Board were held during the
year under review. The intervening gap between any two
consecutive board meetings did not exceed 120 days.
For details of meetings of the Board, please refer to the
Corporate Governance Report, which forms a part of the
Annual Report.

The following are the statutoiy committees of the Board:

a. Audit Committee

b. Nomination and Remuneration Committee

c. Stakeholders' Relationship Committee

d. Risk Management Committee

e. Corporate Social Responsibility Committee

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.

Mr. Harish Lakshman (DIN: 00012602], who was already
a Member of the Audit Committee, was designated as
the Chairperson of the Audit Committee and appointed
as the Chairperson of the Risk Management Committee
with effect from July 31, 2025 in place of Ms. Gita Nayyar
(DIN: 07128438] who ceased as Non-Executive

Independent Director of the Company with effect from
end of business hours on July 30,2025.

Mr. Arvind Singh (DIN: 02780573] was appointed as a
Member of the Audit Committee and Nomination and
Remuneration Committee with effect from July 31,2025.

Mr. Moiz Mohsin Miyajiwala (DIN: 00026258] shall
cease to be the Chairperson of the Nomination and
Remuneration Committee and a Member of the Audit
Committee and Risk Management Committee with effect
from May 05,2026.

Mr. Suraj Krishna Moraje (DIN: 08594844] was appointed
as a Member ofthe Audit Committee and Risk Management
Committee with effect from May 05,2026.

Ms. Nina Chatrath (DIN: 07700943] was appointed as
the Chairperson of the Nomination and Remuneration
Committee with effect from May 05,2026.

Mr. Vijay Sankar (DIN: 00007875] shall cease to be a
Member ofthe Corporate Social Responsibility Committee
with effect from May 05, 2026, and Mr. Venkatesh
Rajagopal (DIN: 00003625] was appointed as a Member

of the Corporate Social Responsibility Committee with
effect from the same date.

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

The performance ofthe Board was evaluated 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,
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 ofthe 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 Board was
evaluated, taking into account the views of Executive 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
including preparedness on the issues to be discussed,
meaningful and constructive contribution and inputs
in meeting, etc. At the subsequent Board Meeting,
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/

Details of the Familiarisation Programme imparted to
Directors are disclosed in Corporate Governance Report,
which forms part of this the Annual Report 2025-
26 and is also available on the Company's website at
https://orientalhotels.co.in/wp-content/uploads/2026/05/
FAMII. ARISATION-PROGRAMME-2Q25-26.pdf

In accordance with Section 177(9] of the Act and
Regulation 22 of the SEBI Listing Regulations, the
Company has a vigil mechanism that provides a formal
channel for all its directors, employees and other
stakeholders to report instances 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 are commensurate
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 this 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" 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 2025-26 does not
contain any qualifications, reservations, adverse remarks
or disclaimer.

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

At the 55^th AGM of the Company held on July 24, 2025,
the Members of the Company approved the appointment
of M/s. Alagar & Associates LLP (formerly known as
M/s. M. Alagar & Associates], Practicing Company
Secretaries, (Firm Registration No. L2025TN019200], as
the Secretarial Auditors ofthe Company for a period of five
consecutive financial years, commencing from FY2025-26,
to conduct the Secretarial Audit ofthe Company.

The Secretarial Auditor's Report for the financial year
2025-26 does not contain any qualifications, reservations,
adverse remarks or disclaimer and is annexed as
Annexure - 3 to this report.

The Company did not have any material unlisted Indian
subsidiaries during the Financial Year 2025-26. Hence,
the requirement to attach secretarial audit reports
of material unlisted Indian subsidiaries pursuant to
Regulation 24A(1] ofthe SEBI Listing Regulations is not
applicable to the Company.

Maintenance of cost records and requirement of Cost
Audit as prescribed under Section 148(1] of the Act are
not applicable for the business activities carried out by
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.
Further details have been covered in the Management
Discussion and Analysis which forms a part of the
Annual Report.

The Company falls within the scope of the definition
'infrastructural company' as provided by the Act.
Accordingly, the Company is exempt from the provisions
of Section 186 ofthe Act with regards to Loans, Guarantees,
Securities provided and Investments. Therefore, no details
are required to be 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 and were
approved by the Audit Committee. The information on
material related party transactions pursuant to Section
134(3](h] ofthe Act read with Rule 8(2] ofthe 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] ofthe Act and
Rule 12 of Companies (Management and Administration]
Rules, 2014, the Annual Return in form MGT-7 for
FY 2025-26 is available on the website ofthe Company
at https://orientalhotels.co.in/investors/annual-report/

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

In terms ofthe provisions of Section 197(12] ofthe 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
of top ten employees in terms of remuneration drawn
and particulars of employees drawing remuneration in
excess ofthe 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@tajhotels.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 ofthe Annual Report.

In accordance with Regulation 34(2] (f] ofthe SEBI Listing
Regulations, Business Responsibility and Sustainability
Report (BRSR], covering disclosures on the Company's
performance on Environment, Social and Governance
parameters for FY 2025-26 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

The Company has in place 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 over dues on account of principal or interest on
public deposits including the unclaimed deposits at the
end of FY 2025-26 (Previous year t Nil].

Conservation of Energy: Sustainability is deeply
embedded in the Company's business philosophy and
remains a key enabler of long-term value creation. Guided
by the Tata Group's ethos of responsible growth, the
Company is committed to minimizing its environmental
footprint through enhanced resource efficiency, climate-
conscious operations and the adoption of sustainable
practices across its hotel portfolio.

As part of its broader ESG agenda, the Company also
continues to increase the usage of renewable energy
sourced through wind and solar power across its
operations. This transitiontowards cleaner energy sources
supports the Company's climate action objectives, lowers
dependence on conventional energy and contributes to
the reduction of greenhouse gas emissions and overall
carbon footprint.

The Company remains focused on embedding
sustainability considerations into its operational decision-
making and continues to pursue initiatives that promote
energy conservation, environmental stewardship and
responsible consumption of natural resources. These
efforts are aligned with the Company's objective of
creating resilient and future-ready hospitality operations
while contributing positively to the communities and
ecosystems in which it operates.

Technology Absorption: The Company continues to
leverage contemporary technologies, digital platforms and
data-driven solutions to enhance operational efficiency,
strengthen guest experience and support sustainable
business growth. Technology interventions across
business processes are aimed at improving productivity,
optimizing resource utilization and enabling informed
decision-making.

The Company operates in the hospitality sector where
formal Research and Development ('R&D'] investments
are limited. During the year under review no expenditure
was incurred for R&D purposes.

- Earnings: ^7,132.95 Lakhs (Previous year ^6,731 Lakhs]

- Outgo: 1514.81 lakhs (Previous year 1416.33 Lakhs]

There are no material changes affecting the financial
position of the Company subsequent to the close of
FY 2025-26 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 eveiy individual working
in the Company. The Company has complied with the
applicable provisions of the POSH Act and the rules
framed thereunder. 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/

There were no complaints received during the year that
remained pending for a period of more than ninety days.

During the FY2025-26, the Company has complied with
all the applicable provisions relating to the Maternity
Benefit Act, 1961.

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.