The Directors take pleasure in presenting the 55^th Annual Report of Oriental Hotels Limited ("the Company" or "OHL") along with
the Audited Financial Statements for the Financial Year ended March 31, 2025. The consolidated performance of the Company and
its subsidiary has been referred to wherever required.

1 Financial Results Lakhs)

2. Dividend

The Board recommended a dividend of ^ 0.50 per fully
paid Equity Share on 17,85,99,180 Equity Shares of
face value ^ 1 each, for the year ended March 31, 2025.
(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 24, 2025. The
dividend once approved by the Shareholders will be paid
on and after Thursday, July 31, 2025.

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

3. Transfer to Reserves

The Board of Directors has decided to retain the entire
amount of profit for FY 2024-25 appearing in the
Statement of profit and loss.

4. Share Capital

The paid-up equity share capital of the Company as
on March 31, 2025 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. Company's Performance
Standalone Performance

On a standalone basis, the Total Income for FY
2024-25 was ^ 44,463.28 Lakhs, which was higher than
the previous year's Total Income of ^ 40,900.85 Lakhs by
8.71 %. The Company reported a Profit after tax
of ^ 4,452.17 Lakhs for FY 2024-25 in comparison with a
Profit after tax of ^ 5,533.88 Lakhs for FY 2023-24.

Consolidated Performance

On a consolidated basis, the Total Income for FY
2024-25 was ^ 44,289.39 Lakhs, which was higher than
the previous year’s Total Income of ^ 40,434.01 Lakhs
by 9.53%. The profit for the year after share of profit/
(loss) of Associates and Joint Venture for FY 2024-25 was
^ 3,920.60 Lakhs as against a profit for the previous year
of ^ 4,965.24 Lakhs.

Borrowings

The total borrowings including interest accrued stood
at ^ 15,038.98 Lakhs as on March 31, 2025 as against
^ 16,973.09 Lakhs as on March 31, 2024.

Debentures

During FY 2024-25, the Company has not issued any
debentures and no debentures were outstanding as on
March 31, 2025.

Credit Ratings

The Company as on March 31, 2025 had the following
credit ratings:

CARE Ratings Limited has reaffirmed the rating of 'CARE
A ; Stable /Care A1' (Single A Plus; Outlook: Stable / A
One) to the long-term/short term bank facilities of the
Company.

ICRA Limited has reaffirmed the long-term rating of
[ICRA]A and short-term rating of [ICRA]A1. The outlook
on the long-term Rating is Stable.

Details are available at: https://orientalhotels.co.in/investors/statutory-disclosers/.

Capital Expenditure

During FY 2024-25, the Company's outlay towards capital
expenditure was ^ 7,063.81 Lakhs.

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 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://nrientalhntels.cn.in/investnrs/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 Company's internal
financial controls were adequate and effective during
FY 2024-25.

Pursuant to Section 134(5) of the Act, the Board of
Directors, to the best of their 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 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 Company's Articles of Association, Mr. Vijayagopal
Reddy (DIN: 00051554) retires by rotation and being
eligible, offers himself for re- appointment. The necessary
resolution for his re-appointment forms part of the Notice
convening the AGM.

Appointments, Retirement and Resignation of
Directors

Mr. Pramod Ranjan (DIN: 00887569) has been re¬
appointed as the Managing Director & Chief Executive
Officer of the Company for a further term of three years,
effective from November 11, 2024.

Mr. Ankur Dalwani (DIN: 10091697) has been appointed
as a Non-Independent (Non-Executive) Director of the
Company, liable to retire by rotation w.e.f. July 01, 2024.

Ms. Nina Chatrath (DIN: 07700943) has been re¬
appointed as an Independent (Non- Executive) Director,
not liable to retire by rotation, for a second term of five
years commencing from October 29, 2024.

Mr. Arvind Singh (DIN: 02780573) has been appointed as
an Independent (Non-Executive) Director, not be liable to
retire by rotation w.e.f. July 01, 2025, subject to approval
by the Members in the ensuing Annual General Meeting.

Mr. Ramesh D Hariani (DIN: 00131240) retired as Non¬
Independent (Non-Executive) Director of the Company
on October 11, 2024, upon attaining the age of seventy-
five years. He was subsequently appointed as a Non¬
Independent (Non-Executive) Director of the Company
liable to retire by rotation w.e.f. March 01, 2025.

Mr. Giridhar Sanjeevi (DIN: 06648008) resigned as Non¬
Independent (Non-Executive) Director of the Company
consequent to his superannuation from The Indian Hotels
Company Limited, w.e.f. June 30, 2024.

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 of any 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.

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.

In terms of Section 203 ofthe Act, the KMP of the Company
as on March 31, 2025 are:

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

- Mr. Paras Puri - 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. 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

Mr. Giridhar Sanjeevi ceased to be the Member of the Audit
and Risk Management Committee w.e.f. June 30, 2024 and
Mr. Ankur Dalwani was appointed as the Member of the
said Committees w.e.f. July 01, 2024.

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.

11. 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 Directors 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 and inputs in meeting, 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.

12. Policy on Directors' Appointment and

Remuneration and other Details

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/.

13. 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 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/.

14. Internal Financial Control Systems and their
Adequacy

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 the Annual Report.

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) 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/

16. Auditors

Statutory Auditor and Statutory Auditor's 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 2024-25 does not
contain any qualifications, reservations, adverse remarks
or disclaimer.

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

Secretarial Auditor and Secretarial Auditor's Report

In terms of Section 204 of the Act and Rules made
thereunder, M/s M. Alagar & Associates, Practicing
Company Secretaries (Registration No.: P2011TN078800)
were appointed as Secretarial Auditors of the Company to
conduct the Secretarial Audit of records and documents of
the Company for FY 2024-25 and their report is annexed
as Annexure - 3 to this report. The Secretarial Auditor's
Report does not contain any qualifications, reservations,
adverse remarks or disclaimer.

For FY 2024-25, the Company does not have any material
unlisted Indian subsidiaries. Hence 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.

Appointment of Secretarial Auditor

Pursuant to the requirements of Regulation 24A of
the SEBI Listing Regulations, the Board of Directors of
the Company at their meeting held on April 25, 2025,
approved the appointment of M/s. Alagar & Associates LLP
(Formerly known as M/s. M. Alagar & Associates) bearing
Registration No.: L2025TN019200, a Peer Reviewed
Practicing Company Secretary firm, as the Secretarial

Auditor of the Company for a term of five consecutive
financial years, commencing from FY 2025-26 up to
FY 2029-30, to conduct the Secretarial Audit, subject to
the approval of the Members at the ensuing AGM.

The necessary resolution for the appointment of Alagar
& Associates LLP forms part of the Notice convening
the ensuing AGM scheduled to be held on Thursday,
July 24, 2025.

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 term 'Infrastructural Facilities'
as provided under Schedule VI to the Act. Accordingly, the
Company is exempt from the provisions of Section 186
of the Act with regards to Loans, Guarantees, Securities
provided and Investments. 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 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. 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),134(3) (a) of the Act and
Rule 12 of Companies (Management and Administration)
Rules, 2014, the Annual Return in form MGT- 7 for
FY 2024-25 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 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 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@taihotels.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.

In accordance with Regulation 34(2)(f) of the SEBI Listing
Regulations, Business Responsibility and Sustainability
Report (BRSR), covering disclosures on the Company’s
performance on Environment, Social and Governance
parameters for FY 2024-25 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
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 does not accept and/ or renew Fixed
Deposits from the general public and shareholders. There
were no overdues on account of principal or interest on
public deposits including the unclaimed deposits at the
end of FY 2024-25 (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 Company’s conscious efforts are aligned
with the Tata ethos of keeping communities and
environment at the heart of doing business. In its
endeavor 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: ^ 6,731 Lakhs (Previous year ^ 6,165.72
Lakhs)

- Outgo: ^ 416.33 Lakhs (Previous year ^ 901.08
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 2024-25 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
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.

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 Company's website at:
https://orientalhotels.co.in/investors/policies/

During the financial year, the Company had not received
any complaints on the same.

30. Acknowledgement

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.

By Order of the Board of Directors

Puneet Chhatwal

CHAIRMAN

Chennai, April 25, 2025 DIN: 07624616