5326992025-01-012025-03-315326992025-03-315326992024-03-315326992024-04-012025-03-315326992025-01-012025-03-31in-capmkt:OtherExpenses1Member5326992025-01-012025-03-31in-capmkt:OtherExpenses2Member5326992025-01-012025-03-31in-capmkt:OtherExpenses3Member5326992024-04-012025-03-31in-capmkt:OtherExpenses1Member5326992024-04-012025-03-31in-capmkt:OtherExpenses2Member5326992024-04-012025-03-31in-capmkt:OtherExpenses3Member5326992025-01-012025-03-31ItemsThatWillNotBeReclassifiedToProfitAndLoss15326992024-04-012025-03-31ItemsThatWillNotBeReclassifiedToProfitAndLoss15326992025-01-012025-03-31AuditorDomain15326992025-01-012025-03-31in-capmkt:AuditedMember5326992025-03-31in-capmkt:AuditedMember5326992025-01-012025-03-31in-capmkt:AdjustedMember5326992025-03-31in-capmkt:AdjustedMember5326992025-01-012025-03-31AuditQualification1iso4217:INRiso4217:INRxbrli:shares532699ROHLTDNAINE283H01019Royal Orchid Hotels LimitedMain BoardEquity2024-04-012025-03-312025-05-272025-05-21INRLakhsQuarterlyFourth quarterSingle segmentHospitality2025-05-2710:00:002025-05-2713:20:00trueCash Flow IndirectStatement on impact of audit qualification2025-01-012025-03-31AuditedConsolidated8674420005593800092338000078744000002070570004030500050608000382407000759121000164259000016425900047276000262200049898000011436100000017100000131461000-764900012381200013139800063000123669000143000274252000104.794.79004.794.79The consolidated financial results the Statement for the quarter and year ended 31 March 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. <BR> The consolidated financial results the Statement for the quarter and year ended 31 March 2025 have been reviewed by the Audit Committee and approved by the Board of Directors at their meeting held on 27 May 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 year ended 31 March 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. <BR> 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. <BR> The figures for the quarter ended 31 March 2025 and 31 March 2024 are the balancing figures between the audited figures in respect of the full financial years and published unaudited year to date figures upto third quarter of the respective financial years. Also the figures upto the end of third quarter were subjected to limited review and were not subjected to audit. <BR> 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 31 March 2022 and prepare its consolidated financial statements for the year ended 31 March 2023 after considering KSDPL as a subsidiary. <BR> The Interim Order also contained show cause notices to show cause as to why suitable directions or 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 andor 15HB of the SEBI Act 1992 for the above alleged violations of provisions of the SEBI Act LODR Regulations and PFUTP Regulations. <BR> 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 SEBI 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: <BR> a File a public disclosure to the stock exchanges containing the directions of the order within 7 days of the receipt of Order. <BR> b Disclose the financial statements and audit report for FY 202122 202223 and 202324 to the stock exchanges. <BR> c File a report detailing the impact on the Consolidated Financial Statements of the Company for FY 202122 202223 and 202324 had KSDPL been considered a subsidiary of the Company. <BR> 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. <BR> 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 and currently the matter will be heard on 4 August 2025. <BR> 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 SEBIs contention as included in the aforesaid final order is not tenable. <BR> 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 year ended 31 March 2025. <BR> 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 received the final arbitration award in accordance with which the Company has revised the rightofuse assets and lease liability to the extent of such revised rates by Rs.337.54 lakhs. Further the Company has written back excess provision amounting to Rs.304.67 lakhs on account of such revised monthly rental. The company has filed an appeal in the quarter ended 31 December 2024 on certain aspects of the order due to which the company has not revised rightofuse asset and lease liability to such extent. <BR> In the board meeting held on 14 August 2024 the Board has approved the sale of Royal Orchid Maharashtra a wholly owned subsidiary. Accordingly the Property Plant and Equipment amounting to Rs. 232.72 lakhs has been classified as Assets heldforsale. <BR> 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 Honble 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. <BR> 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. <BR> 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 Limiteds ROHL Administrative Committee has resolved that the current Independent Director shall be the Chairman in the Board and General Meetings of KSDPL. <BR> 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 year the Tambi group has 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 29 May 2025. <BR> 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. <BR> During the earlier years the management of the Group had classified a group of assets held in a wholly owned subsidiary as an asset held for sale. While the management of the Group continues to have the intention to dispose off the said investment the conditions for classification of an asset held for sale in accordance with Ind AS 105 Noncurrent Assets Held for Sale and Discontinued Operation have not been met as at 31 March 2025. Accordingly the Group has reclassified the said group of assets to NonCurrent assets. <BR> 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 is subject to the approval of shareholders at the upcoming Annual General Meeting and if approved would result in a cash outflow of Rs. 685.63 lakhs. <BR> <BR> 2024-04-012025-03-31AuditedConsolidated319470200023706700034317690003129830000083689000016570500020726700013141150002836960000594809000059480900015626000072790001635390000431270000000436990004749690004790004754480004724480002521000472847000260100027425200010017.2317.230017.2317.23Rent Expense61979000Power and Fuel Expense50637000Other Expenses269791000Rent Expense166503000Power and Fuel Expense218433000Other Expenses929179000130604600017086700001763970001046669000003441940002250000696830008862440009561520001224660002832100041511120002731400003719560002666740003012270005840000112979000105867600058300012088600012074590002327200005381843000274252000203389100023081430001626400002470783000789079000789079000300350002047000010981400001919301000210982000032987800032987800028479400082565400012787500025498000127320009917590002911060000538184300050918000-1572000-551820000-6123390000114787000008695600003167600002072670000261100012466000-5549500001760000383440000000587000-32550000-258743000336066000000891510000246915000000000000233047000000000000000000000438380000-29793000-219002000000017132000000533037000204339000200825000685630004247600000-29800027615000027615000239059000266674000items that will not be reclassified to profit or loss-8136000-8136000items that will not be reclassified to profit or loss-8000-8000-650000-650000163000163000-7649000479000AuditedQualified opinionWalker Chandiok & Co LLPtrue2025-05-273431769000028369600000474969000017.230538184300002911060000024707830000 Following qualifications have been given by the Auditors in the audit report <br></br> on Standalone Financial Results of the Company <br></br> As described in Note 8 to the accompanying Statement, certain shareholders of Ksheer Sagar Developers <br></br> Private Limited KSDPL, an associate of the Company, together holding 50percent of voting power in such <br></br> in vestee company, had filed a petition before the Hon'ble National Company Law Tribunal NCLT under <br></br> Sections 241 and 242 of the Act with respect to certain allegations against the Group as detailed in the said <br></br> note. Further as described in the said note, the management in the previous year in its response to NCLT <br></br> had considered KSDPL as a private company, instead of considering it as a deemed public company for <br></br> assessing applicability of the compliance requirements under the Act. <br></br> Considering the aforesaid ongoing litigation between the shareholders of KSDPL in respect of the allegations <br></br> raised in the said petition, the outcome of which is presently unascertainable, and inconsistent legal <br></br> assessment with respect to status of KSDPL under the Act we are unable to comment upon the legal <br></br> compliance by KSDPL with respect to applicable provisions of the Act.Qualified opinionRepetitiveNANAThe likely impact if any will only be known upon adjudication of the ongoing litigation by the Honble NCLT. Considering the ongoing litigation between the shareholders of KSDPL in respect of the allegations raised in the petition filed with the Honble NCLT the outcome of which is presently unascertainable and inconsistent legal assessment with respect to status of KSDPL under the Act we are unable to comment upon the legal compliance by the KSDPL with respect to applicable provisions of the Act. Chander K BaljeeAmit JaiswalAshutosh ChairmanWalker Chandiok & CO LLPHemant MaheshwariBangalore2025-05-27