Royal Orchid Hotels Limited has successfully completed its postal ballot process, with shareholders approving the appointment of two independent directors to strengthen the company's board composition. The voting results were disclosed on December 22, 2025, in compliance with regulatory requirements.

Postal Ballot Overview

The postal ballot was conducted based on the notice dated November 18, 2025, with the last day for receipt of postal ballot forms being December 21, 2025. The process covered shareholders as of the record date of November 14, 2025, encompassing a total of 25,492 shareholders.

Director Appointments Approved

Shareholders approved two special resolutions for the appointment of independent directors, both receiving overwhelming support from the voting community.

Appointment of Mr. Rakesh Mehta

The first resolution concerned the appointment of Mr. Rakesh Mehta (DIN: 00002676) as an independent director. The voting results demonstrated strong shareholder confidence:

Appointment of Ms. Nithyalakshmi Subramanian

The second resolution approved the appointment of Ms. Nithyalakshmi Subramanian (DIN: 11183504) as an independent woman director, reflecting the company's commitment to board diversity:

Voting Process Details

The postal ballot was conducted primarily through electronic voting (e-voting), with no physical polling or postal ballot submissions recorded. The process was overseen by CS Pradeep B Kulkarni from V S Reedhar and Associates, who was appointed as scrutinizer during the board meeting held on November 12, 2025.

Both resolutions were classified as special resolutions, and the promoter and promoter group confirmed they had no specific interest in either agenda item. The company has uploaded the detailed voting results on its official website at www.royalorchidhotels.com , ensuring transparency and compliance with regulatory disclosure requirements.

Regulatory Compliance

The postal ballot process was conducted in accordance with Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. Royal Orchid Hotels Limited has duly informed both BSE Limited and National Stock Exchange of India Limited about the voting outcomes, maintaining its commitment to regulatory compliance and shareholder transparency.

Both resolutions for the appointment of Rakesh Mehta and Nithyalakshmi Subramanian as independent directors have passed with over 99% approval from shareholders. This outcome reinforces the company's dedication to strengthening its board composition and enhancing corporate governance practices.

Royal Orchid Hotels Limited has received regulatory penalties totaling ₹23,600.00 from both BSE and NSE for delayed filing of related party transaction disclosures. The company disclosed this information on December 17, 2025, pursuant to Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Penalty Details

Both stock exchanges imposed identical fines on the company for non-compliance with Regulation 23(9) of LODR regulations. The violation pertained to delay in submission of related party transactions in the specified format and within the prescribed period.

Reason for Delay

The company provided detailed clarification regarding the circumstances that led to the filing delay. According to the disclosure, the relevant board meeting had concluded in the evening, following which the compliance team initiated the uploading process. While all PDF disclosures were successfully uploaded within the regulatory time period, technical issues arose specifically with the XBRL filing system.

The compliance team made extensive efforts to complete the XBRL submission, working until past midnight. However, since midnight had elapsed, this technically constituted a one-day delay in the filing, resulting in the regulatory penalty.

Filing Details

The delayed submission pertained to the RPT (Related Party Transaction) statement for the half-year ended September 30, 2025, which was due during the quarter ended December 31, 2025. The company received notification of the penalties via email dated December 16, 2025, from both exchanges.

Company Response

Royal Orchid Hotels Limited has confirmed payment of the imposed penalties. The company stated that the financial impact is limited to the penalty amount of ₹11,800.00, with no other material impact on its financial, operational, or other activities. The disclosure was signed by Ranabir Sanyal, Company Secretary and Compliance Officer, emphasizing the company's commitment to regulatory compliance despite the technical challenges encountered during the filing process.