Oriental Hotels Ltd Directors Report

To the Members,

The Directors are pleased to present the 54^th Annual Report of Oriental Hotels Limited ("the Company" or "OHL") along with the Audited Financial Statements for the Financial Year ended March 31, 2024. The consolidated performance of the Company and its subsidiary has been referred to wherever required.

1 Financial Results

Lakhs)

	Standalone		Consolidated
	2023-24	2022-23	2023-24	2022-23
Revenue	39,103.47	39,280.71	39,316.15	39,451.38
Other income	1,797.38	1,515.71	1,117.86	1,076.61
Total income	40,900.85	40,796.42	40,434.01	40,527.99
Expenses Operating expenditure	29,473.39	28,190.18	29,534.29	28,219.98
Depreciation and amortization expenses	2,404.24	2,265.13	2,404.24	2,265.13
Total Expenses	31,877.63	30,455.31	31,938.53	30,485.11
Profit/(Loss) before finance cost and tax	9,023.22	10,341.11	8,495.48	10,042.88
Finance cost	1,715.86	2,012.20	1,715.86	2,012.20
Profit/(Loss) before tax (PBT)	7,307.36	8,328.91	6,779.62	8,030.68
Tax expense	1,773.48	2,481.58	1,773.48	2,481.58
Profit/(Loss) for the year before share of equity accounted investees	5,533.88	5,847.33	5,006.14	5,549.10
Add: Share of Profit / (Loss) of Associates and Joint Venture (net of tax)	NA	NA	(40.90)	(122.87)
Profit / (Loss) for the Year after share of equity accounted investees	5,533.88	5,847.33	4,965.24	5,426.23
Non-Controlling Interest	NA	NA	NA	NA
Opening Balance of retained earning	2,615.53	(3,172.63)	11,119.64	5,751.49
Profit / (Loss) for the Year	5,533.88	5,847.33	4,965.24	5,426.23
Other comprehensive income / (losses)	(18.11)	(59.17)	(20.61)	(58.08)
Total comprehensive income	5,515.77	5,788.16	4,944.63	5,368.15
Dividend paid	*(893.00)	-	*(893.00)	-
Closing balance of retained earnings	7,238.30	2,615.53	15,171.27	11,119.64

* Dividend declared in FY2022-23 and paid during the year under review.

2. Dividend

The Board recommended a dividend of ^ 0.50 per fully paid Equity Shares on 17,85,99,180 Equity Shares of face value ^ 1 each, for the year ended March 31, 2024. (Previous Year ^ 0.50 per Share).

The dividend on Equity Shares is subject to the approval of the Shareholders at the Annual General Meeting (AGM) scheduled to be held on Thursday, July 18, 2024. The dividend once approved by the Shareholders will be paid on and after Thursday, July 25, 2024.

The dividend on Equity Shares if approved by the Members, would involve a cash outflow of ^ 893 lakhs

40 Annual Report 2023-24 resulting in a Dividend pay-out of 16% of the standalone profits of the Company.

3. Transfer to Reserves

The Board of Directors has decided to retain the entire amount of profit for FY 2023-24 appearing in the Statement of profit and loss.

4. Share Capital

The paid-up equity share capital of the Company as on March 31, 2024, was ^1,786 lakhs comprising of 17,85,99,180 equity shares having face value of ^1 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.

5. Companys Performance

On a standalone basis, the Total Income for FY 202324 was ^ 40,900.85 lakhs, which was higher than the previous years Total Income of ^ 40,796.42 lakhs by ^ 104.43 lakhs. The Company has achieved a turnover growth of 12% without considering the performance of Taj Malabar Resorts & Spa which is not in operation on account of renovation from September 2023. The Company reported a profit of ^ 5,533.88 lakhs for FY 2023-24 in comparison with a profit of ^ 5,847.33 lakhs for FY 2022-23.

On a consolidated basis, the Total Income for FY 202324 was ^ 40,434.01 lakhs, lower than the previous years Total Income of ^ 40,527.99 lakhs by ^ 93.98 lakhs. The profit for the year after share of profit/(loss) of Associates and Joint Venture for FY 2023-24 was ^ 4,965.24 lakhs as against a profit for the previous year of ^ 5,426.23 lakhs.

Borrowings

The total borrowings including interest accrued stood at ^ 16,973.09 lakhs as on March 31, 2024 as against ^ 18,315.01 lakhs as on March 31, 2023.

Debentures

During FY 2023-24, the Company has not issued any debentures and no debentures were outstanding as on March 31, 2024.

Capital Expenditure

During FY 2023-24, the Companys outlay towards capital expenditure was ^ 7,541.78 lakhs which was substantially for Renovation of Taj Malabar Resort & Spa and Gateway Coonoor - IHCL SeleQtions.

Business Overview

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

6. Subsidiaries, Joint Ventures and Associate Companies

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 Companys 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/.

7. Directors Responsibility Statement

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, the work performed by the internal, statutory and secretarial auditors and external consultants, including the audit of internal financial controls over financial reporting by the statutory auditors and the reviews performed by management and the relevant Board Committees, including the Audit Committee, the Board is of the opinion that the Companys internal financial controls were adequate and effective during FY 2023-24.

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. They have 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. They have 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. They have prepared the annual accounts on a going concern basis;

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

vi. They have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

8. Directors and Key Managerial Personnel

In accordance with the requirements of the Act and the Companys Articles of Association, Mr. Pramod Ranjan (DIN: 00887569) retires by rotation and being eligible, offers himself for re- appointment.

Appointment / Re-appointment of Directors

The Members of the Company, vide special resolution through notice of Postal Ballot dated January 23, 2023 approved the re-appointment of Mr. Harish Lakshman (DIN: 00012602) as an Independent Directors of the Company, not liable to retire by rotation, to hold office for a second term of 5 (Five) years commencing from May 9, 2023 through

May 8, 2028 (both days inclusive).

The Board of Directors approved the appointment of Mr. Moiz Mohsin Miyajiwala(DIN: 00026258) as an Additional Director of the Company with effect from November 06, 2023. The Members of the Company, vide special resolution through notice of Postal Ballot dated December 26, 2023 approved the appointment of Mr. Moiz Mohsin Miyajiwala as a Non- Executive Independent Director of the Company, not liable to retire by rotation, to hold office for the first term commencing November 06, 2023 to May 24, 2026 (both days inclusive).

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

(i) the appointment of Mr. Ankur Dalwani (DIN: 10091697) as an Additional Director of the Company in the category of Non-Executive Director with effect from July 01, 2024 replacing Mr. Giridhar Sanjeevi, who shall retire from his office on June 30, 2024. Mr. Ankur Dalwani shall hold Office upto the date of the forthcoming 54^th Annual General Meeting of the Company. It is proposed to appoint Mr. Ankur Dalwani as Non-Executive and Non-Independent Director of the Company, liable to retire by rotation, subject to approval of the Members by way of an Ordinary Resolution at the ensuing Annual General Meeting of the Company.

(ii) Re-appointment of Mr. Pramod Ranjan as the Managing Director and CEO of the Company for a further period of 3 years with effect from November 11, 2024, subject to approval of the Members by way of Special Resolution at the ensuing Annual General Meeting of the Company.

The resolutions seeking shareholders approval for their appointment / re-appointment forms part of the Notice.

42 Annual Report 2023-24

Retirement of Directors

During the year under review Mr. Phillie Karkaria (DIN: 00059397) has retired as Non-Executive, Independent Director of the Company w.e.f. November 06, 2023 on attaining the age of retirement as per the Governance Guidelines adopted by the Company. The Board places on record its appreciation for the invaluable contribution and guidance provided by him to the Company over the years.

Independent Directors

In terms of Regulation 25(8) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI Listing Regulations), the Independent Directors have confirmed that they are not aware ofany circumstance or situation, which exists or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence. Based upon the declarations received from the Independent Directors, the Board of Directors has confirmed that they meet the criteria of Independence as mentioned under Section 149(6) of the Act and Regulation 16(1)(b) of SEBI Listing Regulations and that they are Independent of the Management. In the opinion of the Board, there has been no change in the circumstances affecting their status as Independent Directors of the Company and 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 read with Rule 6 of the Companies (Appointment & Qualification of Directors) Rules, 2014, as amended, the Independent Directors of the Company have registered their names in the data bank of Independent Directors maintained with the Indian Institute of Corporate Affairs.

During the year under review, the Non-Executive Directors of the Company had no pecuniary relationship or transactions with the Company, other than remuneration, sitting fees and reimbursement of expenses incurred by them for the purpose of attending meetings of the Board/ Committees of the Company.

Key Managerial Personnel (‘KMP)

Mr. Nitin Bengani stepped down from the role of Chief Financial

Officer of the Company w.e.f. April 18, 2024. Mr. Paras Puri

was appointed as the Chief Financial Officer of the Company

w.e.f. April 19, 2024.

Pursuant to the provisions of Section 203 of the Act, the Key Managerial Personnel of the Company as on March 31, 2024 are:

- Mr. Pramod Ranjan - Managing Director & Chief Executive Officer

- Mr. Nitin Bengani - Associate Vice President - Finance & Chief Financial Officer

- Ms. S. Akila - Corporate Director Legal & Company Secretary

9. Number of Meetings of the Board

Four (4) meetings of the Board were held during the year under review. For details of meetings of the Board, please refer to the Corporate Governance Report, which forms a part of the Annual Report.

10. Board Evaluation

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

The performance of the Board was evaluated by the Board 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, participation in the long- term strategic planning, 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 of the 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 Company was evaluated, taking into account the views of Executive Director 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 like preparedness on the issues to be discussed, meaningful and constructive contribution within and outside the meetings, etc. In the Board Meeting that followed the meeting of the Independent Directors and meeting of NRC, 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.

11. Policy on Directors Appointment and Remuneration and other details

The Companys 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/ .

12. Vigil Mechanism

In accordance with Section 177(9) of the Act and Regulation 22 of the SEBI Listing Regulations, the Company has established the necessary vigil mechanism that provides a formal channel for all its directors,employees and other stakeholders to report concerns about any unethical behaviour, actual or suspected fraud or violation of the Companys 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/

13. Internal Financial Control Systems and their Adequacy

The Companys 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 the Annual Report.

14. Committees of the Board

The following are the Statutory 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, including attendance at the Meetings and terms of reference are included in the Corporate Governance Report, which forms a part of the Annual Report.

Mr. Moiz Mohsin Miyajiwala (DIN: 00026258) was inducted as Chairperson of Nomination and Remuneration Committee and a Member in Audit Committee and Risk Management Committee with effect from November 06, 2023 in place of Mr. Phillie D Karkaria (DIN: 00059397) who retired from the Company.

15. Corporate Social Responsibility

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) Rules, 2014. 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/

16. Auditors

Statutory Auditor and Statutory Auditors Report

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^th AGM of the Company to audit and examine the books of account of the Company.

The Statutory Auditors Report on the Financial Statements of the Company for FY 2023-24 does not contain any qualifications, reservations, adverse remarks or disclaimer.

The Company had discovered misappropriation of approx. 11 lakhs by an employee while making vendor payments. The employee involved has been expelled and the Company has filed a case against the employee. The case is sub judice. Pending recovery of the full amount, as a matter of prudence, the company has made a provision for the amount. The Company has further strengthened the internal control system to deter the reoccurrence of any such transactions in future. The same has been reported by the Statutory Auditors to the Audit Committee of the Company under Section 143(12) of the Act, in the year under review.

Secretarial Auditor and Secretarial Auditors Report

In terms of Section 204 of the Act and Rules made thereunder, S. Sandeep & Associates, Practicing Company Secretary (C.P. No. 5987) were appointed as Secretarial Auditors of the Company to conduct the Secretarial Audit of records and documents of the Company for FY 2023-24 and their report is annexed as Annexure - 3 to this report.

The Secretarial Auditors Report does not contain any qualifications, reservations, adverse remarks or disclaimer.

For FY 2023-24, the Company does not have any material unlisted Indian subsidiary. As such, the requirement to attach secretarial audit reports of material unlisted Indian subsidiaries pursuant to Regulation 24A (1) of the SEBI Listing Regulations is not applicable to the Company.

Cost Auditors

Maintenance of cost records as specified by the Central Government under Section 148 (1) of the Act is not applicable to the Company.

17. Risk Management

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. The development and implementation of risk management policy has been covered in the Management Discussion and Analysis which forms a part of the Annual Report.

18. Particulars of Loans, Guarantees or Investments

The Company falls within the scope of the definition infrastructure company as provided by the Act. Accordingly, the Company is exempt from the provisions of Section 186 of the Act with regards to Loans, Guarantees, Securities provided and Investment. Therefore, no details are provided.

19. Related Party Transactions

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 Companys 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. All transactions entered with related parties were approved by the Audit Committee. The information on transactions with related parties pursuant to Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014, as amended, in Form AOC-2 is provided in the Annexure-4 to this Report.

20. Annual Return

As provided under Section 92(3) and 134(3)(a) of the Act, the Annual Return in Form MGT-7 for FY 202324 is available on the website of the Company at https://orientalhotels.co.in/investors/annual-report/.

21. Particulars of Employees

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

In terms of the provisions of Section 197(12) read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and other particulars of employees drawing remuneration in excess of the 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.

22. Disclosure Requirements

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 of the Annual Report.

Pursuant to Regulation 34(2)(f) of the SEBI Listing Regulations and its Circular dated May 10, 2021, the Company has provided the Business Responsibility and Sustainability Report (BRSR) which indicates the Companys performance against the principles of the National Guidelines on Responsible Business Conduct. This would enable the Members to have an insight into environmental, social and governance initiatives of the Company.

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 Companys website at https://orientalhotels.co.in/investors policies/.

The Company has devised 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.

23. Deposits from Public

The Company has not accepted any deposits from public. There were no overdues on account of principal or interest on public deposits including the unclaimed deposits at the end of FY 2023-24 (Previous year ^ Nil).

24. Particulars of Energy Conservation, Technology Absorption and Foreign Exchange Earnings and Outgo [Pursuant to Companies (Accounts) Rules, 2014]

A. Conservation of Energy:-

The Company has a longstanding history of stewardship through efficient management of all its assets and resources. The Companys conscious efforts are aligned with the Tata ethos of keeping communities and environment at the heart of doing business. In its endeavour to conserve energy, various measures have been undertaken on an ongoing basis at the hotel units of the Company. Installation of solar lighting and hearing panels coupled with phasing out of conventional lightings with CFL and LED lights resulted in reduction in power consumption. Efforts to increase the share of renewable source of energy like wind and solar also help in reduction in both power consumption cost and carbon foot print. We have partnered with Tata power and installed EV Charging stations at our properties. This will help to reduce range anxiety for guests with EV vehicles and also play a role in lowering the overall carbon footprint of the country.

B. Technology Absorption:

There is no material information on technology absorption to be furnished. The Company continues to adopt and use the latest technologies to improve the efficiency and effectiveness of its business operations.

C. Foreign Exchange Earnings and Outgo:

• Earnings : ^ 6,165.72 lakhs

(Previous year ^ 7,163.07 lakhs)

• Outgo : ^ 901.08 lakhs

(Previous year ^ 482.74 lakhs)

25. Material changes and commitment affecting the financial position of the Company

There are no material changes affecting the financial position of the Company subsequent to the close of FY 2023-24 till the date of this report.

26. Significant and material orders passed by the regulators

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 Companys operations. However Members attention is drawn to the Statement of Contingent Liabilities and Commitments in the Notes forming part of the financial statements.

27. Proceedings under Insolvency and Bankruptcy Code, 2016

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.

28. Valuation

During the year under review, there were no instances of onetime settlement with any Banks or Financial Institutions.

29. Disclosures in relation to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (POSH Act)

The Company has always believed in providing a safe and harassment-free workplace for every individual working in the Company. The Company has complied with the applicable provisions of the POSH Act and

the Rules framed thereunder, including constitution of the Internal Complaints Committee. 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 Companys website at: https://orientalhotels.co.in/investors/policies/

During the financial year, the Company has received One (1) compliant and the same was redressed in accordance with the Anti-Sexual Harassment Policy.

30. Acknowledgement

The Directors thank the Companys 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 today.

On behalf of the Board of Directors

Puneet Chhatwal

Chairman

DIN: 07624616