Integrated Filing — IndAS



General information about company

Scrip Code 532699
NSE Symbol ROHLTD
MSEI Symbol NOTLISTED
ISIN INE283H01019
Name of company Royal Orchid Hotels Limited
Type of company Main Board
Class of security Equity
Date of start of financial year 01-04-2025
Date of end of financial year 31-03-2026
Date of board meeting when results were approved 12-11-2025
Date on which prior intimation of the meeting for considering financial results was informed to the exchange 06-11-2025
Description of presentation currency INR
Level of rounding used in financial results Lakhs
Reporting Type Quarterly
Reporting Quarter Second quarter
Nature of report standalone or consolidated Consolidated
Whether results are audited or unaudited for the quarter ended Unaudited
Whether results are audited or unaudited for the Year to date for current period ended/year ended Unaudited
Segment Reporting Single segment
Description of single segment Hospitality
Start date and time of board meeting 12-11-2025   17:56:00
End date and time of board meeting 12-11-2025   18:05:00
Whether cash flow statement is applicable on company Yes
Type of cash flow statement Cash Flow Indirect
Declaration of unmodified opinion or statement on impact of audit qualification Not applicable



Financial Results Ind-AS

Amount in (Lakhs)

Particulars 3 months/ 6 months ended (dd-mm-yyyy) Year to date figures for current period ended (dd-mm-yyyy)
A Date of start of reporting period 01-07-2025 01-04-2025
B Date of end of reporting period 30-09-2025 30-09-2025
C Whether results are audited or unaudited Unaudited Unaudited
D Nature of report standalone or consolidated Consolidated Consolidated
1 Income
Revenue from operations 7,918.73 15,795.26
Other income 758.67 1,161.66
Total income 8,677.40 16,956.92
2 Expenses
(a) Cost of materials consumed 732.34 1,466.63
(b) Purchases of stock-in-trade 0.00 0.00
(c) Changes in inventories of finished goods, work-in-progress and stock-in-trade 0.00 0.00
(d) Employee benefit expense 2,482.16 4,678.81
(e) Finance costs 855.43 1,249.43
(f) Depreciation, depletion and amortisation expense 780.92 1,293.52
(f) Other Expenses
1 Rent expense 352.15 726.94
2 Power and fuel expense 567.39 1,105.18
3 Other expenses 2,463.90 4,533.01
Total other expenses 3,383.44 6,365.13
Total expenses 8,234.29 15,053.52
3 Total profit before exceptional items and tax 443.11 1,903.40
4 Exceptional items 0.00 0.00
5 Total profit before tax 443.11 1,903.40
6 Tax expense
7 Current tax 275.71 636.02
8 Deferred tax (191.97) (169.94)
9 Total tax expenses 83.74 466.08
10 Net movement in regulatory deferral account balances related to profit or loss and the related deferred tax movement 0.00 0.00
11 Net Profit Loss for the period from continuing operations 359.37 1,437.32
12 Profit (loss) from discontinued operations before tax 0.00 0.00
13 Tax expense of discontinued operations 0.00 0.00
14 Net profit (loss) from discontinued operation after tax 0.00 0.00
15 Share of profit (loss) of associates and joint ventures accounted for using equity method 69.84 111.32
16 Total profit (loss) for period 429.21 1,548.64
17 Other comprehensive income net of taxes 74.25 98.19
18 Total Comprehensive Income for the period 503.46 1,646.83
19 Total profit or loss, attributable to
Profit or loss, attributable to owners of parent
Total profit or loss, attributable to non-controlling interests
20 Total Comprehensive income for the period attributable to
Comprehensive income for the period attributable to owners of parent
Total comprehensive income for the period attributable to owners of parent non-controlling interests
21 Details of equity share capital
Paid-up equity share capital 2,742.52 2,742.52
Face value of equity share capital 10 10
27 Details of debt securities
22 Reserves excluding revaluation reserve
23 Earnings per share
i Earnings per equity share for continuing operations
Basic earnings (loss) per share from continuing operations 1.56 5.55
Diluted earnings (loss) per share from continuing operations 1.56 5.55
ii Earnings per equity share for discontinued operations
Basic earnings (loss) per share from discontinued operations 0 0
Diluted earnings (loss) per share from discontinued operations 0 0
ii Earnings per equity share
Basic earnings (loss) per share from continuing and discontinued operations 1.56 5.55
Diluted earnings (loss) per share from continuing and discontinued operations 1.56 5.55
24 Debt equity ratio
25 Debt service coverage ratio
26 Interest service coverage ratio
27 Disclosure of notes on financial results Textual Information(1)



Disclosure of notes on financial results

Textual Information(1) The consolidated financial results (‘the Statement’) for the quarter and half year ended 30 September 2025 have been prepared in accordance with the recognition and measurement principles laid down in the applicable Indian Accounting Standards specified under Section 133 of the Companies Act 2013 (the 'Act') read with the Companies (Indian Accounting Standards) Rules, 2015 (as amended) and other accounting principles generally accepted in India and is in compliance with presentation and disclosure requirements of Regulation 33 of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 (as amended). The consolidated financial results (‘the Statement’) for the quarter and half year ended 30 September 2025 have been reviewed by the Audit Committee and approved by the Board of Directors at their meeting held on 12 November 2025. The Statutory Auditors of the Holding Company have carried out limited review of the above financial results and have issued a qualified report. The consolidated financial results for the quarter and half year ended 30 September 2025 can be viewed on the website of the Holding Company, National Stock Exchange of India Limited (‘NSE’) and BSE Ltd (‘BSE’) at www. royalorchidhotels.com, www.nseindia.com and www.bseindia.com respectively. The Group has evaluated its Operating segments in accordance with Ind AS 108 and has concluded that it is engaged in a single operating segment viz. hospitality business. During the current quarter, Royal Orchid Mumbai Private Limited, one of the subsidiary companies, has recognized its Right-of-Use (ROU) assets and corresponding lease liabilities. Consequently, the subsidiary has recorded depreciation and finance cost of Rs.635.18 lakhs in the current quarter. The Securities and Exchange Board of India (SEBI) on 31 March 2023 issued an Interim Order cum Show Cause Notice to the Company, its Managing Director, a Director and its Chief Financial officer (collectively called 'Noticees') for not considering Ksheer Sagar Developers Private Limited ('KSDPL’) as a subsidiary of Royal Orchid Hotels Limited and treating it as an associate and thereby overstating the consolidated net profit of the Royal Orchid Group and misrepresenting the consolidated financial statements for the financial year ended 31 March 2022. The Interim Order had directed the Company to restate its consolidated financial statements for the year ended 31March 2022 and prepare its consolidated financial statements for the year ended 31 March 2023 after considering KSDPL as a subsidiary. The Interim Order also contained show cause notices to show cause as to why suitable directions/prohibitions under Sections 11 (1), 11 (4) and 11B (1) of SEBI Act should not be issued against the Noticees. The order also contained show cause notices to show cause as to why inquiry should not be held in terms of Rule 4 of Securities and Exchange Board of India (Procedure for Holding Inquiry and Imposing Penalties) Rules, 1995 and penalty be not imposed on them under Sections 11 (4A) and 11 B (2) read with Section 15HA and/or 15HB of the SEBI Act, 1992 for the above alleged violations of provisions of the SEBI Act, LODR Regulations and PFUTP Regulations. The Company, its Board and its Audit Committee had carried out a detailed evaluation of the above order cum show cause notice and on the advice from its legal counsel had filed an appeal with the Securities Appellate Tribunal ('SAT') against the order cum show cause notice issued by SEBI. The SAT on 9 May 2023 had stayed the effect and operation of the order cum show cause notice issued by SEBI till 30 June 2023 which was further extended till 17 August 2023. On 17 August 2023, the Company had requested an opportunity to be heard and respond to the show cause notice issued by SEBI which was granted by the SAT and the stay granted by SAT on 9 May 2023 continued to stay in effect. Consequently, the Company has responded to show cause notice issued by SEBI and the matter was heard by SEB! on 30 October 2023. The Company had been given time till 15 November 2023 to make its additional submissions before SEBI. The Company had submitted its response basis which SEBI issued its final order on 11 October 2024 stating that while the company had classified KSDPL incorrectly as an associate, it could not conclude that this incorrect classification resulted in an illegal gains made by the Noticees. Accordingly, the final order directed the Noticees to: (a) File a public disclosure to the stock exchanges containing the directions of the order within 7 days of the receipt of Order. (b) Disclose the financial statements and audit report for FY 2021-22, 2022-23 and 2023-24 to the stock exchanges. (c) File a report detailing the impact on the Consolidated Financial Statements of the Company for FY 2021-22, 2022-23 and 2023-24 had KSDPL been considered a subsidiary of the Company. (d) Pay monetary penalties of Rs.5 lakhs and Rs.1 lakh each under Section 15HA and 15HB of the SEBI Act within 45 days of the order. The Company carried out a detailed evaluation of the final order and on advice from its legal counsel filed an appeal with the SAT. The SAT on 5 November 2024 has admitted the appeal filed by the Company and has stayed the above order with respect to directions listed in points (b) and (c) above till the date of next hearing on 4 August 2025. The final order on the monetary penalties levied has been stayed on the condition that 50% of the penalties imposed are deposited by the Noticees. The Noticees on the date of the SAT stay order have deposited the said amounts. Amounts as considered necessary have been provided for by the Company. The SAT has given the Company four weeks to file its responses from date of its order. The Company has filed a public disclosure to the stock exchanges containing the directions of the final order. On 7 January 2025, SEBI filed an affidavit in response to the appeal filed with the SAT by the Company. Consequently, on 8 January 2025, the Company was given two weeks to file a rejoinder and the next hearing date was set to 29 January 2025. The Company filed the rejoinder on 28 January 2025. The next hearing date was set to 21 March 2025 which was moved to 23 April 2025, then 4 August 2025 and currently the matter will be heard on 14 November 2025. In the year ended 31 March 2022, the management had assessed that due to change in the composition of the Board of Directors of the aforesaid investee company, the Holding Company lost control of the investee company and had accounted for such ‘loss of control’ in accordance with the ‘control assessment’ principles enunciated under Ind AS 110, Consolidated Financial Statements and accordingly the management is of the view that SEBI’s contention, as included in the aforesaid final order is not tenable. Based on the Managements evaluation of loss of control and that the above mentioned final order has been stayed by the SAT, no adjustments, as directed by the said order, has been considered in the consolidated financial results of the Company for the period ended 30 September 2025. On 22 February 2024, few shareholders comprising of 50% of the shareholding (collectively called as the Tambi Group) in Ksheer Sagar Developers Private Limited (KSDPL) filed a petition with the Hon'ble National Company Law Tribunal (NCLT) under Sections 241 and 242 of the Companies Act, 2013 (the Act) pertaining to ‘Oppression and Mismanagement in the affairs of KSDPL. The matters raised in the said petition included matters relating to related party transactions, delayed appointment of independent directors, change in status of the KSDPL from subsidiary to associate, wrongful conduct of independent directors, process to appoint independent directors, conduct of chairman of the Board of KSDPL amongst others. Amongst the various reliefs sought, one of the relief sought was to halt the Extra Ordinary General Meeting (EOGM) on 1 March 2024 from taking place. ROHL on 28 February 2024 filed its response to the said petition with the NCLT disputing all the claims made by the Tambi Group. The NCLT on 29 February 2024 directed all the parties to carry out the EOGM as planned and comply with the provisions of Companies Act 2013. The EOGM was duly conducted on 1 March 2024 with the independent director as the Chairman. Only one business relating to the appointment of a new independent director was conducted and an ordinary resolution was duly passed. With effect from 2 March 2024, board of KSDPL has only one independent director. Also, Royal Orchid Hotels Limited's (ROHL) Administrative Committee has resolved that the current Independent Director shall be the Chairman in the Board and General Meetings of KSDPL. Subsequent to the EOGM, the Tambi Group filed an Interlocutory Application on 11 March 2024 with the NCLT stating that the appointment of independent director was not in accordance with the Act. A Compliance Affidavit on 16 April 2024 was filed on behalf of KSDPL submitting how the interim order of NCLT dated 29 February 2024 was complied with. On 23 May 2024, the Tambi Group filed another Interlocutory Application requesting the NCLT to halt the approval of the independent director of KSDPL as the Chairman of the Board of KSDPL. The NCLT on 28 May 2024 directed all the parties to carry out the Board Meeting as planned. During the previous year, the Tambi group had filed various additional Interlocutory Applications with the NCLT which has been responded to by the Company and the matter is currently pending with the NCLT. The next hearing date is 27 November 2025. In the responses filed with the NCLT, ROHL has stated before the NCLT that relevant provisions of the Act as applicable to a deemed public company are not applicable to the KSDPL. ROHL believes that there has been no change in its assessment of control as per ‘control assessment’ principles enunciated under Ind AS 110 and accordingly continues to disclose and account for KSDPL as an associate in the Consolidated Financial Statements. The Board of Directors of the Company, in its meeting held on 27 May 2025, proposed a final dividend of 25% (Rs. 2.5 per equity share). The proposal has been approved by shareholders at the Annual General Meeting held on 25 September 2025 and would result in a cash outflow of Rs. 685.63 lakhs. During the year ended 31 March 2022, the Royal Orchid Hotels Limited (the 'Company') had entered into arbitration in respect of one of its leased hotels in Pune with the lessor. In the quarter ended 30 September 2024, the Company had received the final arbitration award in accordance with which the Company had revised the right-of-use asset and lease liability to the extent of such revised rates by Rs.337.54 lakhs. Further, the Company had written back excess provision amounting to Rs.304.67 lakhs on account of such revised monthly rental. The Company has also filed an appeal on certain aspects of the order due to which the company has not revised right-of-use asset and lease liability to such extent. On 30 March 2024, Icon Hospitality Private Limited, one of the subsidiary companies, converted 301,490 compulsorily convertible debentures (CCDs) into equity shares worth Rs.301.49 lakhs. The interest receivable on the said debentures were not accrued in the books of Royal Orchid Hotels Limited from Q3 of FY22 on account of uncertainty of collection. However, in the quarter ended 30 September 2024, the subsidiary has paid the entire interest of Rs. 405.34 lakhs out of which income of Rs. 135.79 lakhs had been recorded under the head ‘Other Income’.



Remarks

Debt equity ratio
Debt service coverage ratio
Interest service coverage ratio


Statement of Asset and Liabilities

Amount in (Lakhs)

Particulars Year ended (dd-mm-yyyy)
Date of start of reporting period 01-04-2025
Date of end of reporting period 30-09-2025
Whether results are audited or unaudited Unaudited
Nature of report standalone or consolidated Consolidated
Assets
1 Non-current assets
Property, plant and equipment 15,717.00
Capital work-in-progress 450.94
Investment property 0.00
Goodwill 1,763.97
Other intangible assets 59,420.84
Intangible assets under development 0.00
Biological assets other than bearer plants 0.00
Investments accounted for using equity method 0.00
Non-current financial assets
Non-current investments 3,555.51
Trade receivables, non-current 0.00
Loans, non-current 696.83
Other non-current financial assets 5,202.54
Total non-current financial assets 9,454.88
Deferred tax assets (net) 1,390.09
Other non-current assets 229.21
Total non-current assets 88,426.93
2 Current assets
Inventories 619.92
Current financial asset
Current investments 0.00
Trade receivables, current 3,744.80
Cash and cash equivalents 1,765.17
Bank balance other than cash and cash equivalents 1,366.55
Loans, current 58.40
Other current financial assets 1,647.33
Total current financial assets 8,582.25
Current tax assets (net) 5.83
Other current assets 4,350.80
Total current assets 13,558.80
3 Non-current assets classified as held for sale 232.72
4 Regulatory deferral account debit balances and related deferred tax Assets 0.00
Total assets 1,02,218.45
Equity and liabilities
1 Equity
Equity attributable to owners of parent
Equity share capital 2,742.52
Other equity 21,273.02
Total equity attributable to owners of parent 24,015.54
Non controlling interest 1,653.48
Total equity 25,669.02
2 Liabilities
Non-current liabilities
Non-current financial liabilities
Borrowings, non-current 7,683.34
Trade payables, non-current
(A) Total outstanding dues of micro enterprises and small enterprises 0.00
(B) Total outstanding dues of creditors other than micro enterprises and small enterprises 0.00
Total Trade payable 0.00
Other non-current financial liabilities 56,550.97
Total non-current financial liabilities 64,234.31
Provisions, non-current 296.47
Deferred tax liabilities (net) 15.97
Deferred government grants, Non-current 0.00
Other non-current liabilities 0.00
Total non-current liabilities 64,546.75
Current liabilities
Current financial liabilities
Borrowings, current 2,316.63
Trade payables, current
(A) Total outstanding dues of micro enterprises and small enterprises 0.00
(B) Total outstanding dues of creditors other than micro enterprises and small enterprises 3,358.41
Total Trade payable 3,358.41
Other current financial liabilities 3,786.73
Total current financial liabilities 9,461.77
Other current liabilities 2,095.14
Provisions, current 255.38
Current tax liabilities (Net) 190.39
Deferred government grants, Current 0.00
Total current liabilities 12,002.68
3 Liabilities directly associated with assets in disposal group classified as held for sale
4 Regulatory deferral account credit balances and related deferred tax liability
Total liabilities 76,549.43
Total equity and liabilites 1,02,218.45
Disclosure of notes on assets and liabilities



Format for Reporting Segment wise Revenue, Results and Capital Employed along with the company results

Amount in (Lakhs)

Particulars 3 months/ 6 month ended (dd-mm-yyyy) Year to date figures for current period ended (dd-mm-yyyy)
Date of start of reporting period 01-07-2025 01-04-2025
Date of end of reporting period 30-09-2025 30-09-2025
Whether results are audited or unaudited Unaudited Unaudited
Nature of report standalone or consolidated Consolidated Consolidated
1 Segment Revenue (Income)
(net sale/income from each segment should be disclosed)
Total Segment Revenue
Less: Inter segment revenue
Revenue from operations
2 Segment Result
Profit (+) / Loss (-) before tax and interest from each segment
Total Profit before tax
i. Finance cost
ii. Other Unallocable Expenditure net off Unallocable income
Profit before tax
3 (Segment Asset - Segment Liabilities)
Segment Asset
Total Segment Asset
Un-allocable Assets null null
Net Segment Asset null null
4 Segment Liabilities
Segment Liabilities
Total Segment Liabilities
Un-allocable Liabilities null null
Net Segment Liabilities null null
Disclosure of notes on segments



Other Comprehensive Income

Amount in (Lakhs)

Particulars 3 months/ 6 months ended (dd-mm-yyyy) Year to date figures for current period ended (dd-mm-yyyy)
A Date of start of reporting period 01-07-2025 01-04-2025
B Date of end of reporting period 30-09-2025 30-09-2025
C Whether results are audited or unaudited Unaudited Unaudited
D Nature of report standalone or consolidated Consolidated Consolidated
Other comprehensive income [Abstract]
1 Amount of items that will not be reclassified to profit and loss
Total Amount of items that will not be reclassified to profit and loss
2 Income tax relating to items that will not be reclassified to profit or loss 0.00 0.00
3 Amount of items that will be reclassified to profit and loss
Total Amount of items that will be reclassified to profit and loss
4 Income tax relating to items that will be reclassified to profit or loss (74.25) (98.19)
5 Total Other comprehensive income 74.25 98.19



Cash flow statement, indirect

Amount in (Lakhs)

Particulars Year ended (dd-mm-yyyy)
A Date of start of reporting period 01-04-2025
B Date of end of reporting period 30-09-2025
C Whether results are audited or unaudited Unaudited
D Nature of report standalone or consolidated Consolidated
Statement of cash flows
Cash flows from used in operating activities
Profit before tax 1,903.40
Adjustments for reconcile profit (loss)
Adjustments for finance costs 967.51
Adjustments for decrease (increase) in inventories (346.78)
Adjustments for decrease (increase) in trade receivables, current (552.50)
Adjustments for decrease (increase) in trade receivables, non-current 0.00
Adjustments for decrease (increase) in other current assets (2,897.58)
Adjustments for decrease (increase) in other non-current assets 0.00
Adjustments for other financial assets, non-current 0.00
Adjustments for other financial assets, current 0.00
Adjustments for other bank balances 0.00
Adjustments for increase (decrease) in trade payables, current 200.58
Adjustments for increase (decrease) in trade payables, non-current 0.00
Adjustments for increase (decrease) in other current liabilities 816.39
Adjustments for increase (decrease) in other non-current liabilities 0.00
Adjustments for depreciation and amortisation expense 1,293.51
Adjustments for impairment loss reversal of impairment loss recognised in profit or loss 0.00
Adjustments for provisions, current (3.48)
Adjustments for provisions, non-current 0.34
Adjustments for other financial liabilities, current 0.00
Adjustments for other financial liabilities, non-current 0.00
Adjustments for unrealised foreign exchange losses gains 124.75
Adjustments for dividend income 0.00
Adjustments for interest income 32.21
Adjustments for share-based payments 0.00
Adjustments for fair value losses (gains) 0.00
Adjustments for undistributed profits of associates 0.00
Other adjustments for which cash effects are investing or financing cash flow 0.00
Other adjustments to reconcile profit (loss) (37.55)
Other adjustments for non-cash items 0.00
Share of profit and loss from partnership firm or association of persons or limited liability partnerships 0.00
Total adjustments for reconcile profit (loss) (467.02)
Net cash flows from (used in) operations 1,436.38
Dividends received 0.00
Interest paid 293.77
Interest received 187.46
Income taxes paid (refund) 603.78
Other inflows (outflows) of cash 0.00
Net cash flows from (used in) operating activities 726.29
Cash flows from used in investing activities
Cash flows from losing control of subsidiaries or other businesses 0.00
Cash flows used in obtaining control of subsidiaries or other businesses 0.00
Other cash receipts from sales of equity or debt instruments of other entities 0.00
Other cash payments to acquire equity or debt instruments of other entities 0.00
Other cash receipts from sales of interests in joint ventures 0.00
Other cash payments to acquire interests in joint ventures 0.00
Cash receipts from share of profits of partnership firm or association of persons or limited liability partnerships 0.00
Cash payment for investment in partnership firm or association of persons or limited liability partnerships 0.00
Proceeds from sales of property, plant and equipment 0.00
Purchase of property, plant and equipment 1,436.66
Proceeds from sales of investment property 0.00
Purchase of investment property 0.00
Proceeds from sales of intangible assets 0.00
Purchase of intangible assets 0.00
Proceeds from sales of intangible assets under development 0.00
Purchase of intangible assets under development 0.00
Proceeds from sales of goodwill 0.00
Purchase of goodwill 0.00
Proceeds from biological assets other than bearer plants 0.00
Purchase of biological assets other than bearer plants 0.00
Proceeds from government grants 0.00
Proceeds from sales of other long-term assets 0.00
Purchase of other long-term assets 0.00
Cash advances and loans made to other parties 0.00
Cash receipts from repayment of advances and loans made to other parties 0.00
Cash payments for future contracts, forward contracts, option contracts and swap contracts 0.00
Cash receipts from future contracts, forward contracts, option contracts and swap contracts 0.00
Dividends received 0.00
Interest received 388.48
Income taxes paid (refund) 0.00
Other inflows (outflows) of cash 1,540.25
Net cash flows from (used in) investing activities 492.07
Cash flows from used in financing activities
Proceeds from changes in ownership interests in subsidiaries 0.00
Payments from changes in ownership interests in subsidiaries 0.00
Proceeds from issuing shares 0.00
Proceeds from issuing other equity instruments 0.00
Payments to acquire or redeem entity's shares 0.00
Payments of other equity instruments 0.00
Proceeds from exercise of stock options 0.00
Proceeds from issuing debentures notes bonds etc 0.00
Proceeds from borrowings 592.87
Repayments of borrowings 593.51
Payments of lease liabilities 1,801.53
Dividends paid 0.00
Interest paid 317.76
Income taxes paid (refund) 0.00
Other inflows (outflows) of cash 0.00
Net cash flows from (used in) financing activities (2,119.93)
Net increase (decrease) in cash and cash equivalents before effect of exchange rate changes (901.57)
Effect of exchange rate changes on cash and cash equivalents
Effect of exchange rate changes on cash and cash equivalents 0.00
Net increase (decrease) in cash and cash equivalents (901.57)
Cash and cash equivalents cash flow statement at beginning of period 2,666.74
Cash and cash equivalents cash flow statement at end of period 1,765.17