The Board of Directors take pleasure in presenting the Sixtieth Annual Report including inter-alia Directors' Report, its
annexures and audited financial statements (including Standalone and Consolidated Financial Statements along with
respective Auditors' Report thereon) for the year ended 31^st March, 2025. The consolidated performance of the Company
and its subsidiaries has been referred to wherever required.

1. FINANCIAL SU M MARY/HIGHLIGHTS:

The performance during the period ended 31^st March, 2025 has been as under:

2. REVIEW OF OPERATIONS:

Revenues - Standalone

The total revenue of the Company for the financial
year on standalone basis under review was C 13,602.13
Lakhs as against total revenue of C 11,945.27 Lakhs for
the previous financial year. The Company incurred a net
profit of C 7,68712 Lakhs for the financial year 2024¬
25 as against the net profit of C 703.30 Lakhs for the
previous year Financial Year 2023-24.

Revenues - Consolidated

The total revenue of the Company for the financial year
on consolidated basis under review was C 14,082.61
Lakhs as against total revenue of C 13,922.10 lakhs for
the previous financial year. The company incurred a net
profit of C 7,845.81 Lakhs for the financial year 2024¬
25 as against a net profit of C 23877 Lakhs for the
previous year.

3. DIVIDEND:

The Directors have decided not to recommend any
dividend for the year 2024-25 keeping in mind
the capital requirements and expansion plans of
the Company.

4. BUSINESS UPDATE AND STATE OF
COMPANY’S AFFAIRS:

The information on Company's affairs and related
aspects is provided under Management Discussion
and Analysis report, which has been prepared, inter-
alia, in compliance with Regulation 34 of SEBI (Listing
Obligations and Disclosure Requirements) Regulations,
2015 and forms part of this Report.

5. TRANSFER TO RESERVES

The Closing balance of reserves, including retained
earnings, of the Company as at March 31^st, 2025
on Standalone basis is C17,675.08 Lakhs and on
Consolidated basis is C17,675.08 Lakhs.

6. CHANGE IN THE NATURE OF BUSINESS,
IF ANY:

During the reporting period there was no change in the
nature of Business.

7. MATERIAL CHANGES AND
COMMITMENTS AFFECTING THE
FINANCIAL POSITION OF THE
COMPANY:

There were no material changes and commitments
affecting financial position of the Company between
31^st March, 2015, and the date of Board's Report (i.e.
08^th August, 2025).

8. REVISION OF FINANCIAL STATEMENTS:

There was no revision of the financial statements for the
year under review.

9. FUND RAISING BY ISSUANCE OF DEBT
SECURITIES, IF ANY:

Pursuant to SEBI Circular No. SEBI/HO/DDHS/
CiR/P/2018/144 dated November 26, 2018, read with
SEBI Circular No. SEBI/ HO/DDHS/DDHS-RACPOD1/P/
CIR/2023/172 dated October 19, 2023, the Directors
confirm that the Company is not defined as a "Large
Corporate” as per the framework provided in the said
Circular. Further, your Company has not raised any funds
by issuance of debt securities.

10. SHARE CAPITAL:

The authorized share capital of the Company stands
at C 90,00,00,000/- divided into 8,00,00,000 Equity
shares of C 10 each and 10,00,000 Preference shares
of C 100 each.

The paid-up share capital of the Company stands at
C67,57,89,480/- divided into 6,75,78,948 equity shares
of C10/- each.

During the financial year, the Company successfully
completed a rights issue, pursuant to which 44,21,053
fully paid-up equity shares of face value C10 each were
issued at a price of C112 per share (including a premium
of C102 per share). The issue was made to public
shareholders in the ratio of 7 (seven) Rights Equity
Shares for every 10 (ten) fully paid-up equity shares held,
in accordance with the provisions of SEBI Circular No.
SEBI/HO/CFD/PoD2/P/CIR/2023/18 dated February
03, 2023. The rights issue was undertaken to facilitate
compliance with the minimum public shareholding
norms as prescribed under applicable regulations.

11. UNPAID / UNCLAIMED DIVIDEND:

There is no unpaid or unclaimed dividend with the
company till date.

12. INVESTOR EDUCATION AND
PROTECTION FUND (IEPF):

Pursuant to the provisions of Section 124 of the Act,
Investor Education and Protection Fund Authority
(Accounting, Audit, Transfer and Refund) Rules, 2016
(" I EPF Rules”) read with the relevant circulars and
amendments thereto, the amount of dividend remaining
unpaid or unclaimed for a period of seven years from the
due date is required to be transferred to the Investor
Education and Protection Fund ("IEPF”), constituted by
the Central Government.

During the Year, no amount of dividend was unpaid or
unclaimed for a period of seven years and therefore
no amount is required to be transferred to Investor
Education and Provident Fund under the Section 125(1)
and Section 125(2) of the Act.

13. DIRECTORS OR KMP APPOINTED OR
RESIGNED:

Ms. Pooja Reddy Konda Reddy retires by rotation and
being eligible, offers herself for re-appointment. A
resolution seeking shareholders' approval for her re¬
appointment along with other required details forms
part of the Notice.

Appointments:

Cessations and Resignations:

14. DECLARATION FROM INDEPENDENT
DIRECTORS ON ANNUAL BASIS:

The Company has, inter alia, received the following
declarations from all the Independent Directors as
prescribed under sub- section (6) of Section 149 of the
Companies Act, 2013 and under Regulation 16(1)(b)
read with Regulation 25 of the SEBI (LODR), Regulations,
2015 confirming that:

a. they meet the criteria of independence as
prescribed under the provisions of the Act, read
with Schedule IV and Rules issued thereunder,
and the Listing Regulations. There has been no
change in the circumstances affecting their status
as Independent Directors of the Company;

b. they have complied with the Code for Independent
Directors prescribed under Schedule IV to the
Act; and

c. they have registered themselves with the
Independent Director's Database maintained by
the Indian Institute of Corporate Affairs and have
qualified the online proficiency self-assessment
test or are exempted from passing the test as
required in terms of Section 150 of the Act read
with Rule 6 of the Companies (Appointment and
Qualifications of Directors) Rules, 2014.

d. they had no pecuniary relationship or transactions
with the Company, other than sitting fees,
commission and reimbursement of expenses
incurred by them for the purpose of attending
meetings of the Board of Directors and
Committee(s).

The Board of Directors of the Company has taken on
record the declaration and confirmation submitted
by the Independent Directors after undertaking due
assessment of the veracity of the same.

15. BOARD MEETINGS:

The Board of Directors duly met Five (5) times on
30.05.2024, 15.07.2024, 24.09.2024, 14.11.2024

and 06.02.2025 in respect of which meetings, proper
notices were given and the proceedings were properly
recorded and signed in the Minutes Book maintained
for the purpose.

16. BOARD EVALUATION:

Performance of the Board and Board Committees was
evaluated on various parameters such as structure,
composition, diversity, experience, corporate
governance competencies, performance of specific
duties and obligations, quality of decision-making and
overall Board effectiveness. Performance of individual

Directors was evaluated on parameters such as
meeting attendance, participation and contribution,
engagement with colleagues on the Board, responsibility
towards stakeholders and independent judgement. All
the Directors were subjected to peer-evaluation.

All the Directors participated in the evaluation process.
The results of evaluation were discussed in the Board
meeting held on 06^th February 2025. The Board
discussed the performance evaluation reports of the
Board, Board Committees and the Individual Directors.
The Board upon discussion noted the suggestions /
inputs of the Directors. Recommendations arising from
this entire process were deliberated upon by the Board
to augment its effectiveness and optimize individual
strengths of the Directors.

The detailed procedure followed for the performance
evaluation of the Board, Committees and Individual
Directors is enumerated in the Corporate
Governance Report.

17. MANAGEMENT DISCUSSIONS AND
ANALYSIS REPORT:

The Management Discussion and Analysis Report,
pursuant to the SEBI (LODR) Regulations provides
an overview of the affairs of the Company, its legal
status and autonomy, business environment, mission
& objectives, sectoral and segment-wise operational
performance, strengths, opportunities, constraints,
strategy and risks and concerns, as well as human
resource and internal control systems is appended as
Annexure -7 for information of the Members.

18. STATEMENT SHOWING THE NAMES OF
THE TOP TEN EMPLOYEES IN TERMS
OF REMUNERATION DRAWN AND THE
NAME OF EVERY EMPLOYEE AS PER
RULE 5(2) & (3) OF THE COMPANIES
(APPOINTMENT & REMUNERATION)
RULES, 2014:

Disclosure pertaining to remuneration and other details
as required under section 197 of the Companies Act,

2013 read with rule 5(1) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules,

2014 is given in Annexure -1 to this Report.

The Statement containing the particulars of employees
as required under section 197(12) of the Companies Act,
2013 read with rule 5(2) and other applicable rules (if
any) of the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014, is provided in
Annexure -2 to this report.

During the year, NONE of the employees is drawing a
remuneration of C1,02,00,000/- and above per annum
or C8,50,000/- and above in aggregate per month,
the limits specified under the Section 197(12) of the
Companies Act, 2013 read with Rules 5(2) and 5(3) of
the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014.

19. RATIO OF REMUNERATION TO EACH
DIRECTOR:

Under section 197(12) of the Companies Act, 2013,
and Rule 5(1) (2) & (3) of the Companies (Appointment
& Remuneration) Rules, 2014 read with Schedule V of
the Companies Act, 2013 the ratio of remuneration of
Mr. Ravinder Reddy Kondareddy, Managing Director
of the Company to the median remuneration of the
employee is not applicable since the Managing Director
has not drawn any remuneration during the year
under review.

20. DIRECTOR’S RESPONSIBILITY
STATEMENT:

Pursuant to Section 134(5) of the Companies Act, 2013,
the Board of Directors, to the best of their knowledge
and ability, confirm that:

(a) In the preparation of the annual accounts, the
applicable accounting standards had been
followed along with proper explanation relating to
material departures;

(b) The Directors had 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 and loss of the company for
that period;

(c) The Directors had taken proper and sufficient
care for the maintenance of adequate accounting
records in accordance with the provisions of this
Act for safeguarding the assets of the company
and for preventing and detecting fraud and
other irregularities;

(d) The Directors had prepared the annual accounts
on a going concern basis; and

(e) The Directors had laid down internal financial
controls to be followed by the company and that
such internal financial controls are adequate and
were operating effectively.

(f) The Directors had devised proper systems to
ensure compliance with the provisions of all
applicable laws and that such systems were
adequate and operating effectively.

21. DETAILS OF ADEQUACY OF INTERNAL
FINANCIAL CONTROLS:

The Internal Financial Controls with reference to
financial statements as designed and implemented by
the Company are adequate. The Company maintains
appropriate system of internal control, including
monitoring procedures, to ensure that all assets are
safeguarded against loss from unauthorized use
or disposition. Company policies, guidelines and
procedures provide for adequate checks and balances,
and are meant to ensure that all transactions are
authorized, recorded and reported correctly.

During the period under review, no material or serious
observations have been noticed for inefficiency or
inadequacy of such controls.

Further, details of internal financial control and its
adequacy are included in the Management Discussion
and Analysis Report which is appended as Annexure 7
and forms part of this Report.

22. DETAILS IN RESPECT OF FRAUDS
REPORTED BY AUDITORS UNDER SUB
SECTION (12) OF SECTION 143 OTHER
THAN THOSE WHICH ARE REPORTABLE
TO THE CENTRAL GOVERNMENT:

No frauds have been reported by the auditors u/s
143(12).

23. CEO/ CFO CERTIFICATION:

The Chief Executive Officer and Chief Financial Officer
Certification on the financial statements as Annexure
11 under Regulation 17 (8) of SEBI (Listing Obligations
& Disclosure Requirements), Regulations, 2015 for the
year 2024-2025 is annexed in this Annual Report.

24. INFORMATION ABOUT THE FINANCIAL
PERFORMANCE / FINANCIAL POSITION
OF THE SUBSIDIARIES / ASSOCIATES/
JOINT VENTURES:

The company had 5 subsidiaries and the same were
sold during the year in overall interest of the company
and to concentrate on the core business post
CIRP proceedings.

As per the provisions of Section 129 of the Companies
Act, 2013 read with Companies (Accounts) Rules, 2014,
a separate statement containing the salient features of
the financial statements of the Subsidiary companies is
prepared in Form AOC-1 and is attached as Annexure -
3 and forms part of this report.

25. DETAILS OF DEPOSITS:

Since the Company has not accepted any deposits
under Chapter of the Companies Act, 2013 read with
the Rule 8(v) of Companies (Accounts) Rules 2014,
during the financial year under review.

Pursuant to the Ministry of Corporate Affairs (MCA)
notification dated 22^nd January 2019 amending the
Companies (Acceptance of Deposits) Rules, 2014,
the Company is required to file with the Registrar of
Companies (ROC) requisite returns in Form DPT-3 for
outstanding receipt of money/loan by the Company,
which is not considered as deposits.

The Company complied with this requirement within
the prescribed timelines.

26. PARTICULARS OF LOANS, GUARANTEES
OR INVESTMENTS:

The Company has not given any loan, guarantees or
made any investments attracting the provisions as
prescribed in Section 186 of the Companies Act, 2013
except the ones mentioned below:

Guarantee:

The company has made first and exclusive
hypothecation charge on all existing and future current
assets and moveable fixed assets (excluding vehicles) of
Viceroy Hotels Limited in favour of M/s. Loko Hospitality
Private Limited for sanction of term loan amounting
to C 5,000/- Lakhs from Kotak Mahindra Bank.

However, the said guarantee has been released by the
Kotak Mahindra Bank vide its No Due Certificate dated

18.06.2025 .

27. PARTICULARS OF CONTRACTS OR
ARRANGEMENTS WITH RELATED
PARTIES:

All related party transactions that were entered into
during the financial year were on arm's length basis
and were in the ordinary course of business. During
the financial year 2024-25, there were no materially
significant related party transactions made by the
Company (other than the one mentioned below) with
Promoters, Directors, Key Managerial Personnel or
other designated persons which may have a potential
conflict with the interest of the Company at large.

The Company entered into a material related party
transaction with the relative of Directors, i.e.,
Mrs. K. Sukanya Reddy, Mr. Bandaru Amarender Reddy,
Mr. Bandaru Arvind Reddy and Mr. R. Gireswara Reddy
to take land on lease to construct a new hotel, with prior
approval of Audit Committee, Board and Shareholders
and there is no potential conflict with the interest of the
Company at large.

In line with the provisions of Section 111 of the Act read
with the Companies (Meetings of the Board and its
Powers) Rules, 2014, prior approval for the estimated
value of transactions with the related parties for the
financial year is obtained from the Audit Committee.
The transactions with the related parties are routine
and repetitive in nature.

The summary statement of transactions entered into
with the related parties pursuant to the omnibus
approval, if any so granted are reviewed and approved
by the Audit Committee and the Board of Directors on a
quarterly basis.

The Form AOC-2 pursuant to Section 134(3) (h) of
the Companies Act, 2013 read with Rule 8(2) of the
Companies (Accounts) Rules, 2014 is annexed herewith
as Annexure - 4 to this report.

28. DISCLOSURE OF PARTICULARS WITH
RESPECT TO CONSERVATION OF
ENERGY, TECHNOLOGY ABSORPTION
AND FOREIGN EXCHANGE OUTGO:

The required information as per Sec.134 (3) (m) of the
Companies Act, 2013 is provided hereunder:

A. Conservation of Energy: Your Company's
operations are not energy intensive. Adequate
measures have been taken to conserve
energy wherever possible by using energy
efficient computers and purchase of energy
efficient equipment

B. Research & Development and Technology
Absorption: All the Factors mentioned in Rule 8
(3) (b) Technology absorption are not applicable to
the Company.

1. Research and Development (R&D): NIL

2. Technology absorption, adoption and
innovation: NIL

C. Foreign Exchange Earnings and Out Go:

1. Foreign Exchange Earnings - C 3,769.51 Lakhs

2. Foreign Exchange Outgo - C 1,839.60 Lakhs

29. COMMITTEES:

(I) . AUDIT COMMITTEE: The Audit Committee of the

Company is constituted in line with the provisions
of Regulation 18(1) of SEBI (LODR) Regulations
read with Section 177 of the Companies Act, 2013
and the composition of the Committee is included
in the Corporate Governance report, which forms
part of this report.

(II) . NOMINATION AND REMUNERATION

COMMITTEE: The Nomination and Remuneration
Committee of the Company is constituted in line
with the provisions of Regulation 19(1) of SEBI
(LODR) Regulations read with Section 178 of
the Companies Act, 2013 and the composition
of the Committee is included in the Corporate
Governance report, which forms part of this report.

(III) . STAKEHOLDERS RELATIONSHIP COMMITTEE:

The Stakeholders Relationship Committee of the
Company is constituted in line with the provisions
of Regulation 20 of SEBI (LODR) Regulations read
with Section 178 of the Companies Act, 2013 and
the composition of the Committee is included in
the Corporate Governance report, which forms
part of this report.

(IV) . RISK MANAGEMENT COMMITTEE: The Company

had been undertaking the activity of identifying
key business and sustainability risks and taking
actions to mitigate such risks from time to time.
The matters related to risks and their management
has been shared with the Board of Directors
from time to time. The Company has put in place
a Risk Management Policy under which various
risks associated with the business operations is
identified and risk mitigation plans have been put
in place and has constituted a Risk Management
Committee of the Board. The details of constitution
of the Committee and its terms of reference are set
out in the Report on Corporate Governance policy.

(V). CORPORATE SOCIAL RESPONSIBILITY
COMMITTEE: The Company has constituted
Corporate Social Responsibility Committee of the
Company in line with the provisions of Section 135
of the Companies Act, 2013 and the composition
of the Committee is included in the Corporate
Governance report, which forms part of this report

30. AUDIT COMMITTEE
RECOMMENDATIONS:

During the year, all recommendations of Audit
Committee were approved by the Board of Directors.

31. COMPOSITION OF CSR COMMITTEE
AND CONTENTS OF CSR POLICY:

The Company attracted the provision of Corporate
Social Responsibility u/s 135 of the Companies
Act, 2013 as on 31^st March, 2024, the company
spent C 2.90 Lakhs towards CSR Expenditure as against
a total liability of C 2.85 Lakhs. The details of which are
mentioned in Annexure - 5.

32. VIGIL MECHANISM/WHISTLE BLOWER
POLICY:

The Board of Directors has formulated a Whistle Blower
Policy which is in compliance with the provisions
of Section 177(10) of the Companies Act, 2013 and
Regulation 22 of the Listing Regulations. The Company
promotes ethical behavior and has put in place a
mechanism for reporting illegal or unethical behavior.
The Company has a Vigil Mechanism and Whistle¬
Blower Policy under which the employees are free to
report violations of applicable laws and regulations
and the Code of Conduct. Employees may report
their genuine concerns to the Chairman of the Audit
Committee. During the year under review, no employee
was denied access to the Audit Committee.

Vigil Mechanism Policy has been established by the
Company for directors and employees to report
genuine concerns pursuant to the provisions of section
177(9) & (10) of the Companies Act, 2013. The same
has been placed on the website of the Company www.
viceroyhotels.in

33. SIGNIFICANT AND MATERIAL ORDERS
PASSED BY THE REGULATORS OR
COURTS

Following are the details of significant and material
orders passed by the regulators / courts that would
impact the going concern status of the Company and its
future operations are as follows:

1. Order passed by the Hon'ble High Court of
Telangana with respect to demand notice received
from Southern Power Distribution Company of
TS. Limited:

The Company has received a demand notice from
Southern Power Distribution Company of TS.
Limited on 31-Jan-2025 demanding an amount
of C 3,55,99,834/- (Rupees Three Crores Fifty-
Five Lakhs Ninety-Nine Thousand Eight Hundred
and Thirty-Four only) as cross-subsidy surcharge
for FYs 2005-06 to 2014-15 vide demand notice
Lr. No. SE / OP / CC / HYD / SAO / AAO / (HT) /
JAO(H.T.) / D.No70H / 2025.

Subsequent to receiving the above stated letter, the
Company filed a writ petition before the Hon'ble
High Court of Telangana and the Hon'ble High
Court passed an order restraining the respondent
i.e., Southern Power Distribution Company of TS.
Limited from taking any coercive step in pursuance
to the impugned notice. The proceedings are on
going and final verdict is awaited.

2. The order passed by the Honble Supreme Court of
India in the matter Special Leave Petition filed by
the Telangana State Wakf Board:

The Company has received an order from the
Honble Supreme Court of India with regard to
a claim of the Telangana State Wakf Board over
part of the land owned by the Company over
which Hotel was operating. The Wakf Board on
multiple occasions claimed to be the owner of the
said Property but these claims were held against
the Wakf Board by various forums including the
Honble High Court. The Company challenged the
said claim before the Honble High Court and the
Honble High Court quashed the erroneous claim
of Telangana State Wakf Board over the property
of the Company.

The said order of the High Court after certain delay
had been assailed by the Telangana State Wakf
Board before the Honble Supreme Court of India
.The Honble Supreme Court vide order dated

03.03.2025 dismissed the Special Leave Petition
filed by the Telangana State Wakf Board after
observing that in view of subsequent developments
and in view of the fact that the Company has
bought the Property in Insolvency Proceedings.

34. STATUTORY AUDITORS AND STATUTORY
AUDITORS REPORT:

M/s. Deva & Co, Statutory Auditors of the Company

have tendered their resignation from the position

of Statutory Auditors w.e.f. 08.08.2025 causing
casual vacancy.

The Board of Directors at their meeting held on

08.08.2025 have appointed M/s. M S K C & Associates
LLP (formerly known as M S K C & Associates), Charted
Accountants as the Statutory Auditors, subject to
approval of members of the Company at the ensuing
Annual General Meeting (AGM), to fill the casual vacancy.

Further, the Board of Directors have recommended the
appointment of M/s. M S K C & Associates LLP, Charted
Accountants for a period of 5 (five) years. Necessary
resolutions seeking their appointment are set out in
item no. 4 and 5 of the Notice of AGM.

The Auditors' Report for fiscal 2025, as issued by
M/s. Deva & Co., does not contain any qualification,
reservation or adverse remark. The Auditors' Report is
enclosed with the financial statements in this Annual
Report. The Company has received audit report with
unmodified opinion for the Financial Year ended March
31, 2025 from the Statutory Auditors of the Company.

The Auditors have confirmed that they have subjected
themselves to the peer review process of Institute of
Chartered Accountants of India (ICAI) and hold valid
certificate issued by the Peer Review Board of the ICAI.

35. ANNUAL SECRETARIAL COMPLIANCE
REPORT:

SEBI vide its Circular No. CIR/CFD/CMD1/27/2019 dated
February 08, 2019 read with Regulation 24(A) of the
Listing Regulations, directed listed entities to conduct
Annual Secretarial Compliance Audit from a Practicing
Company Secretary of all applicable SEBI Regulations
and circulars/guidelines issued thereunder. Further,
Secretarial Compliance Report dated 16.05.2025,
was issued by Mr. S. Sarweswara Reddy, Proprietor
of M/s. S.S. Reddy & Associates, Practicing Company
Secretaries which was submitted to Stock Exchanges
within 60 days of the end of the financial year.

36. SECRETARIAL AUDIT REPORT:

In terms of section 204 of the Companies Act, 2013 read
with the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014, based upon the
recommendations of the Audit Committee, the Board of
Directors had appointed M/s. S.S. Reddy & Associates,
Practicing Company Secretaries (CP No. 7478) as the
Secretarial Auditor of the Company, for conducting
the Secretarial Audit for financial year ended March
31, 2025.

The Secretarial Audit was carried out by M/s. S.S. Reddy
& Associates, Company Secretaries (CP No. 7478) for

the financial year ended March 31, 2025. The Report
given by the Secretarial Auditor is annexed herewith as
Annexure- 6 and forms integral part of this Report.

The Secretarial Auditor has observed that certain forms
with the Registrar of Companies were filed with a delay to
which board has confirmed that appropriate endeavors
are made to file the forms within prescribed time.

Further, M/s. Deva & Co., statutory auditors of the
company for Financial Year 2024-25 were appointed in
casual vacancy on 11-12-2023 for which shareholder's
approval was received on 23-05-2024 with a delay
of approximately two months pursuant to Section
139 (8) of Companies Act, 2013. The company and
management have confirmed that the reason was due
to delay in filing of form ADT-3 by the resigning auditor
which then impacted the compliances involved for
appointment of M/s. Deva & Co. as statutory auditors
and have further assured that necessary steps will be
taken to avoid such non-compliances in future.

There was a delay of one day in filing half yearly
disclosure of Related Party Transactions for the half year
ended 31.03.2025 under Reg. 23(9) of SEBI (Listing
Obligation and Disclosure Requirements) Regulations,
2015 with the Stock Exchanges (BSE and NSE) by
payment of penalty of Rs.5,000/- levied by each of
the stock exchange. The management confirmed
that the penalty levied was paid to the exchanges and
Management is making continuous efforts to improve
the internal systems and processes to avoid such delays
in future.

Detailed Secretarial Auditors' Report is attached as
Annexure - 6 to this report.

37. INTERNAL AUDITORS:

Pursuant to provisions of Section 138 read with Rule 13
of the Companies (Accounts) Rules, 2014 and Section
179 read with Rule 8(4) of the Companies (Meetings
of Board and its Powers) Rules, 2014; during the year
under review the Internal Audit of the functions and
activities of the Company was undertaken on quarterly
basis by M/s. Murthy & Kanth, Chartered Accountants.,
the Internal Auditors of the Company.

Deviations are reviewed periodically and due
compliance is ensured. Summary of Significant Audit
Observations along with recommendations and its
implementations are reviewed by the Audit Committee
and concerns, if any, are reported to Board. There were
no adverse remarks or qualification on accounts of the
Company from the Internal Auditor.

The Board has re-appointed by M/s. Murthy & Kanth,
Chartered Accountants, Hyderabad as Internal Auditors
for the Financial Year 2024-25.

38. SECRETARIAL STANDARDS:

The Company is in compliance with the applicable
secretarial standards.

39. DECLARATION BY THE COMPANY:

The Company has issued a certificate to its Directors,
confirming that it has not made any default under
Section 164(2) of the Companies Act, 2013, as on March
31, 2025.

40. DECLARATION FROM DIRECTORS

None of the Directors of the Company are disqualified
from being appointed as Directors as specified under
Section 164(1) and 164(2) of the Act read with Rule 14(1)
of the Companies (Appointment and Qualifications
of Directors) Rules, 2014 (including any statutory
modification(s) and/or re-enactment(s) thereof for the
time being in force) or are debarred or disqualified by
the Securities and Exchange Board of India ("SEBI"),
Ministry of Corporate Affairs ("MCA") or any other such
statutory authority.

All members of the Board and Senior Management
have affirmed compliance with the Code of Conduct
for Board and Senior Management for the financial
year 2024-25. The Company had sought the following
certificates from independent and reputed Practicing
Company Secretaries confirming that:

a. none of the Director on the Board of the Company
has been debarred or disqualified from being
appointed and/or continuing as Directors by the
SEBI/MCA or any other such statutory authority.

b. i ndependence of the Directors of the Company
in terms of the provisions of the Act, read with
Schedule IV and Rules issued thereunder and the
Listing Regulations.

Further, Independent Directors appointed, if any are
persons of integrity and possesses relevant expertise
and experience.

41. ANNUAL RETURN:

As required pursuant to section 92(3) of the Companies
Act, 2013 and rule 12(1) of the Companies (Management
and Administration) Rules, 2014, the annual return for
Financial Year 2024-25 is uploaded on website of the
Company www.viceroyhotels.in.

42. DISCLOSURE ABOUT COST AUDIT:

Maintenance of cost records and requirement of cost
audit as prescribed under the provisions of Section
148(1) of the Act, are not applicable for the business
activities carried out by the Company.

43. FAMILIARISATION PROGRAMMES FOR
INDEPENDENT DIRECTORS:

The Company familiarises its Independent Directors
on their appointment as such on the Board with the
Company, their roles, rights, responsibilities in the
Company, nature of the industry in which the Company
operates, etc. through familiarisation programme.
The Company also conducts orientation programme
upon induction of new Directors, as well as other
initiatives to update the Directors on a continuing
basis. The familiarization programme for Independent
Directors is disclosed on the Company's website www.
viceroyhotels.in

44. INSURANCE:

The company has adequate insurance coverage against
its assets covering all perils and employee's group
Mediclaim insurance.

45. CORPORATE GOVERNANCE AND
SHAREHOLDERS INFORMATION:

The Company has implemented all of its major
stipulations as applicable to the Company. As stipulated
under Regulation 34 read with schedule Vof SEBI (LODR)
Regulations, 2015, a report on Corporate Governance
is appended as Annexure - 8 for information of the
Members. A requisite certificate from the Secretarial
Auditors of the Company confirming compliance with
the conditions of Corporate Governance is attached to
the Report on Corporate Governance.

46. NON-EXECUTIVE DIRECTORS’
COMPENSATION AND DISCLOSURES:

None of the Independent / Non-Executive Directors
has any pecuniary relationship or transactions with
the Company which in the Judgment of the Board may
affect the independence of the Directors.

No compensation was paid to the Independent and
Non- Executive Directors except for the sitting fee that
they are entitled to.

47. COMPANY’S POLICY ON DIRECTORS’
APPOINTMENT AND REMUNERATION
INCLUDING CRITERIA FOR
DETERMINING QUALIFICATIONS,
POSITIVE ATTRIBUTES, INDEPENDENCE
OF A DIRECTOR AND OTHER MATTERS
PROVIDED UNDER SUB-SECTION (3) OF
SECTION 178:

The assessment and appointment of Members to
the Board is based on a combination of criterion that

includes ethics, personal and professional stature,
domain expertise, gender diversity and specific
qualification required for the position. The potential
of Board Member is also assessed on the basis of
independence criteria defined in Section 149(6) of the
Companies Act, 2013 and Regulation 27 of SEBI (LODR)
Regulations, 2015. In accordance with Section 178(3) of
the Companies Act, 2013 and Regulation 19(4) of SEBI
(LODR) Regulations, 2015, on the recommendations
of the Nomination and Remuneration Committee, the
Board adopted a remuneration policy for Directors,
Key Management Personnel (KMPs) and Senior
Management. The Policy is attached a part of Corporate
Governance Report. We affirm that the remuneration
paid, if any to the Directors will be as per the terms laid
down in the Nomination and Remuneration Policy of
the Company.

48. DETAILS OF DIFFERENCE BETWEEN
VALUATION AMOUNT ON ONE TIME
SETTLEMENT AND VALUATION WHILE
AVAILING LOAN FROM BANKS AND
FINANCIAL INSTITUTIONS, IF ANY:

During the year under review, there has been no
one-time settlement of loans taken from banks and
financial Institutions.

49. CREDIT RATING:

Since the Company, as on date of this report does not
have any Debt Instruments or Fixed Deposit Programme,
therefore company has not obtained any Credit Ratings
during the Financial Year.

50. AGREEMENTS/MOU ENTERED BY THE
COMPANY:

The Company has entered into an MoU with Mrs. K.
Sukanya Reddy, Mr. B. Amarender Reddy, Mr. B Arvind
Reddy and Mr. R. Gireswara Reddy, relatives of Directors
of the Company for the purpose of purchase of Land for
construction of new hotel and expansion of the business.

Further, the Company has entered into an Operating
Agreement with Marriott Hotels India Private Limited
("MHIPL'') on 08-May-2025 to operate Company's
hotel property situated at Madhapur Hyderabad,
Telangana admeasuring approximately 7000 square
yards, in partnership with MHIPL.

There are no major agreements / MoUs entered by the
company except for the one mentioned above.

51. AGREEMENTS REFERRED UNDER
CLAUSE 5A OF PARAGRAPH A OF PART
A OF SCHEDULE III OF SEBI (LODR)
REGULATIONS, 2015:

The Company has not entered into any agreements
which, either directly or indirectly or potentially or
whose purpose and effect is to, impact the management
or control of the listed entity or impose any restriction
or create any liability upon the listed entity.

52. CODE OF CONDUCT FOR THE
PREVENTION OF INSIDER TRADING:

The Board of Directors has adopted the Insider Trading
Policy in accordance with the requirements of the SEBI
(Prohibition of Insider Trading) Regulation, 2015 and the
applicable Securities laws. The Insider Trading Policy of
the Company lays down guidelines and procedures to be
followed, and disclosures to be made while dealing with
shares of the Company, as well as the consequences of
violation. The policy has been formulated to regulate,
monitor and ensure reporting of deals by employees
and to maintain the highest ethical standards of dealing
in Company securities.

The Insider Trading Policy of the Company covering
code of practices and procedures for fair disclosure of
unpublished price sensitive information and code of
conduct for the prevention of insider trading is available
on our website (www.viceroyhotels.in).

53. DISCLOSURE UNDER THE SEXUAL
HARASSMENT OF WOMEN AT
WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT,
2013:

The Company has in place an Anti-Sexual Harassment
Policy in line with the requirements of The Sexual
Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013. Internal
Committee (IC) has been duly constituted as
mentioned below:

Constitution of Committee:

All employees are covered under this policy. During
the financial year 2024-25, there were no complaints
received by the Committee.

54. INDUSTRY BASED DISCLOSURES AS
MANDATED BY THE RESPECTIVE LAWS
GOVERNING THE COMPANY:

The Company is not a NBFC, Housing Company etc., and
hence Industry based disclosures is not required.

55. FAILURE TO IMPLEMENT CORPORATE
ACTIONS:

During the year under review, no corporate actions
were done by the Company which were failed to
be implemented.

56. DETAILS OF APPLICATION MADE
OR PROCEEDING PENDING UNDER
INSOLVENCY AND BANKRUPTCY CODE,
2016:

During the year under review, there were no applications
made or proceedings pending in the name of the
Company under Insolvency and Bankruptcy Code, 2016.

57. POLICIES:

The SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 mandated the
formulation of certain policies for all listed companies.
All the policies are available on our website www.
viceroyhotels.in.

58. EVENT BASED DISCLOSURES:

During the year under review, the Company has not taken
up any of the following activities except as mentioned:

1. Issue of sweat equity share: NA

2. Issue of shares with differential rights: NA

3. Issue of shares under employee's stock option
scheme: NA

4. Disclosure on purchase by Company or giving of
loans by it for purchase of its shares: NA

5. Buy back shares: NA

6. Disclosure about revision: NA

7. Preferential Allotment of Shares: NA

Note: The Company initiated issue of equity shares on private
placement through preferential basis to non-promoters but the
same was withdrawn since the Company was in violation of Reg
160(d) of SEBI (ICDR) Regulations, 2018 (i.e., not having minimum
public shareholding), and also the proposed Special resolution
was defeated / rejected by the shareholders at the adjourned
Extra-Ordinary General Meeting held on 06.07.2024.

58. INTERNAL AUDIT AND FINANCIAL
CONTROLS:

The Company has adequate internal controls consistent
with the nature of business and size of the operations,
to effectively provide for safety of its assets, reliability
of financial transactions with adequate checks and
balances, adherence to applicable statues, accounting
policies, approval procedures and to ensure optimum
use of available resources. These systems are
reviewed and improved on a regular basis. It has a
comprehensive budgetary control system to monitor
revenue and expenditure against approved budget on
an ongoing basis.

59. CONSOLIDATED FINANCIAL
STATEMENTS:

The Company had 5 subsidiaries which were disposed
during the financial year 2024-25 and hence, the
Company does not have any subsidiary at the end of
financial year under review. Also, it does not have any
associate / Joint venture company and is in compliance
with the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 (hereinafter referred
to as the 'Listing Regulations') and Section 129 of the
Companies Act, 2013. The Consolidated Financial
Statements have been prepared by the Company
in accordance with the applicable provisions of the
Companies Act, 2013 and the applicable Indian
Accounting Standards (Ind AS) and forms part of this
Annual Report.

Note: The company disposed of all five subsidiaries on 02^nd July,
2024 which marks the date of loss of control. However, according
to Ind AS 110 consolidation of an investee begins when the investor
gains control and ends when control is lost. This principle is crucial
for ensuring that the financial statements accurately reflect the
economic realities of the parent-subsidiary relationship. Further,
the Institute of Chartered Accountants of India (ICAI) states that
a parent must continue to consolidate its subsidiary until the
date it loses control, even if this results in no subsidiaries being
held at the end of the reporting period. Hence, the company has
presented its financial statements in standalone and consolidated
forms though there is no change in the numbers.

60. NAMES OF THE COMPANIES WHICH
HAVE BECOME OR CEASED TO BE ITS
SUBSIDIARIES, JOINT VENTURES OR
ASSOCIATE COMPANIES DURING THE
YEAR:

There have been no companies which have become the
subsidiaries, joint ventures and associates during the
year under review.

However, Company had 5 wholly owned subsidiaries
which were sold on 02.07.2024 and ceased to be its
wholly owned subsidiaries pursuant to shareholder's
approval dated 24.05.2024.

61. CREDIT & GUARANTEE FACILITIES:

The Board of Directors of the Company has have
approved a limit of C 150.00 Crores to availed credit and
guarantee facilities.

62. RISK MANAGEMENT POLICY:

Your Company follows a comprehensive system of Risk
Management. Your Company has adopted a procedure
for assessment and minimization of probable risks.
It ensures that all the risks are timely defined and
mitigated in accordance with the well-structured risk
management process.

63. ENVIRONMENTS AND HUMAN
RESOURCE DEVELOPMENT:

Your Company always believes in keeping the
environment pollution free and is fully committed to
its social responsibility. The Company has been taking
utmost care in complying with all pollution control
measures from time to time strictly as per the directions
of the Government.

We would like to place on record our appreciation for
the efforts made by the management and the keen
interest shown by the Employees of your Company in
this regard.

64. STATUTORY COMPLIANCE:

The Company has complied with the required provisions
relating to statutory compliance with regard to the
affairs of the Company in all respects.

65. DEVIATIONS, IF ANY OBSERVED-ON FUNDS RAISED THROUGH PUBLIC ISSUE,
PREFERENTIAL ISSUE ETC:

During the year under review, company raised funds through Rights Issue and there are no deviations observed on funds
raised through Rights Issue. A Statement of deviation(s) or variation(s) is available on the website of the company at
www.viceroyhotels.in.

66. ACKNOWLEDGEMENTS:

Your Directors place on record their appreciation for the overwhelming co-operation and assistance received from the
investors, customers, business associates, bankers, vendors, as well as regulatory and governmental authorities. Your
Directors also thanks the employees at all levels, who through their dedication, co-operation, support and smart work
have enabled the company to achieve a moderate growth and is determined to poise a rapid and remarkable growth in
the year to come.

Your Directors also wish to place on record their appreciation of business constituents, banks and other financial
institutions and shareholders of the Company, SEBI, BSE, NSE, NSDL, CDSL, Banks, RBI etc. for their continued support
for the growth of the Company.

For and on behalf of the Board of
Viceroy Hotels Limited

Sd/- Sd/-

Ravinder Reddy Kondareddy Gorinka Jaganmohan Rao

Place: Hyderabad Managing Director & CEO Chairman and Independent Director

Date: 08^th August, 2025 (DIN: 00040368) (DIN: 06743140)