Royal Orchid Hotels Limited has informed the stock exchanges, pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, of the appointment of two Independent Directors in its subsidiary, Ksheer Sagar Developers Pvt Ltd (KSDPL). The disclosure, signed by Chief Financial Officer Amit Jaiswal and dated May 15, 2026, follows an earlier intimation dated February 20, 2026, and is in continuation of the company's regulatory communication obligations.

Appointment Details

Both Mr. Dileep Kumar Jain (DIN: 00380311) and Ms. Jyoti Bhandari Chandra (DIN: 08107120) were first appointed as Additional Independent Directors of KSDPL on March 24, 2026, subject to shareholder approval. Their appointments were subsequently ratified by shareholders at an Extra-Ordinary General Meeting held on May 14, 2026. The following table summarises the key details of their appointments:

Profile of Mr. Dileep Kumar Jain

Mr. Dileep Kumar Jain brings extensive experience spanning over four decades across development banking and commercial banking. He retired from IFCI Limited, where he served as Executive Director (Officiating) and Chief General Manager (1995–2017). Prior to IFCI, he worked in commercial banking for 18 years, including with The Bank of Rajasthan Ltd (now ICICI Bank) and Punjab National Bank, at branch, regional office, and head office levels.

His academic qualifications include:

• CAIIB (Certified Associate of Indian Institute of Bankers)
• MA (Economics)
• LLB (Professional)
• PG Diploma in Banking & Finance
• Certificate in Computer Science
• B.Com (Hons.)

During his tenure at IFCI, Mr. Jain served as Managing Director of Himachal Consultancy Organisation Ltd (HIMCON) and Rajasthan Consultancy Organisation Ltd (RAJCON), and as Non-executive Chairman of organisations including HIMCON, NITCON, MPCON, HARDICON, and RAJCON. He also served as Nominee Director on IFCI subsidiaries, associates, and various corporate and industrial entities. He was instrumental in the establishment of The Rajasthan ILD Skills University (RISU), Jaipur, a first-of-its-kind government skill university set up in joint venture with the Government of Rajasthan and IFCI Ltd. He currently serves on the boards of listed companies including Supriya Lifescience (Mumbai), Lehar Footwears Ltd (Jaipur), Uday Jewellery Industries Ltd, and Narbada Gems and Jewellery Ltd, among other unlisted entities.

Profile of Ms. Jyoti Bhandari Chandra

Ms. Jyoti Bhandari Chandra is a seasoned private banker and wealth management expert with over two decades of experience in advisory services. She has managed large investment portfolios for ultra-HNIs and family offices, and has handled global wealth for Indian investors' onshore and offshore portfolios. She is the Founder & CEO of Lovak Capital, where she focuses on personalised financial strategies and innovative wealth management solutions. Ms. Chandra has held senior positions at multinational and national financial institutions, including BNP Paribas and Edelweiss Global Wealth, and holds degrees from the University of Delhi and IIM Calcutta.

Regulatory Compliance

The company has confirmed that neither Mr. Dileep Kumar Jain nor Ms. Jyoti Bhandari Chandra is related to any of the directors of KSDPL, and that neither is debarred from holding the office of Director by virtue of any SEBI order or any other authority. The disclosures have been made in accordance with Regulation 30 read with Para A of Schedule III (Part A) of the Listing Regulations and SEBI Circular No. SEBI/HO/CFD/PoD2/CIR/P/0155 dated November 11, 2024.

Royal Orchid Hotels Limited has disclosed the voting results of its postal ballot (including voting by electronic means) conducted pursuant to Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The postal ballot was initiated through a notice dated April 02, 2026, and the last day of receipt of postal ballot forms was May 03, 2026. The results were reported to the stock exchanges on May 05, 2026 by Chief Financial Officer Amit Jaiswal. The voting was conducted exclusively through remote e-voting, with votes unblocked on May 03, 2026 at 05:01 PM.

Postal Ballot Overview

The ballot covered two resolutions, with the promoter/promoter group having an interest in both agenda items. The record date for determining eligible shareholders was March 27, 2026, on which date the total number of shareholders stood at 24,889. The scrutinizer for the process was Pradeep B Kulkarni of V Sreedharan and Associates (FCS: 7260; CP No. 7835), appointed at the Board Meeting held on February 14, 2026, who issued his report to the company on May 04, 2026.

Noting a key procedural update, a corrigendum dated April 23, 2026 was issued with respect to the Postal Ballot Notice dated April 02, 2026, pertaining to Item No. 1 relating to the change in designation of Mr. Keshav Baljee. As per the corrigendum, the statement "he shall not be liable to retire by rotation" was corrected to read "he shall be liable to retire by rotation." Additionally, the date of first appointment of Mr. Keshav Baljee was corrected from November 9, 2020 to November 11, 2019. No comments or objections were received from any members in respect of the corrigendum.

Resolution 1: Change in Designation of Mr. Keshav Baljee

The first resolution, classified as a Special resolution, sought approval for the change in designation of Mr. Keshav Baljee (DIN: 00344855) from Non-Executive Director to Whole-Time Director designated as an Executive Director. This resolution was passed successfully. The detailed voting breakdown is presented below.

The resolution was passed with 93.73% of votes polled in favour. Notably, while the promoter and promoter group voted entirely in favour, public institutional shareholders voted predominantly against (96.39%), whereas public non-institutional shareholders voted 68.71% in favour. There were no invalid votes recorded across any category.

Resolution 2: Increase in Remuneration of Mr. Arjun Baljee

The second resolution, classified as an Ordinary resolution, sought approval for increasing the remuneration of Mr. Arjun Baljee, President of the Company, who holds an office/place of profit. This resolution was also passed successfully. The voting details are as follows.

This resolution was passed with 93.73% of votes polled in favour. Similar to Resolution 1, the promoter and promoter group voted unanimously in favour, public institutional shareholders voted 96.39% against, and public non-institutional shareholders voted 64.66% in favour. No invalid votes were recorded in any category for this resolution either.

Key Voting Highlights

• Both resolutions were passed successfully as of May 03, 2026
• Total votes polled across both resolutions: 1,87,85,248 out of 2,74,25,215 shares, representing 68.50% of outstanding shares
• Promoter and promoter group participation rate: 99.91% of their holdings
• Public institutional participation rate: 47.23% of their holdings
• Public non-institutional participation rate: 0.18% of their holdings
• Zero invalid votes recorded across all categories for both resolutions
• Total members who voted through e-voting system: 91

The voting results, along with the scrutinizer's report countersigned by Independent Director Nithyalakshmi Subramanian (DIN: 11183504), have been uploaded on the company's website at www.royalorchidhotels.com , as disclosed in the filing submitted to BSE Limited and National Stock Exchange of India Limited.