To the Members,

The Board of Directors take pleasure in presenting the 61 st 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, 2026. The consolidated performance of the Company and its subsidiaries has been referred to wherever required.

1. FINANCIAL SUMMARY/HIGHLIGHTS:

The performance during the period ended 31 st March, 2026 has been as under:

( C in lakhs)

2. REVIEW OF OPERATIONS:

Revenues - Standalone

The total revenue of the Company for the financial year on standalone basis under review was H 13,909.90

Lakhs as against total revenue of Rs. 13,602.13 Lakhs for the previous financial year. The Company incurred a net profit of H 1,806.83 Lakhs for the financial year 2025- 26 as against the net profit of H 7,640.58 Lakhs for the previous Financial Year 2024-25.

Revenues - Consolidated

The total revenue of the Company for the financial year on consolidated basis under review was H 14,972.58

Lakhs as against total revenue of Rs. 14,082.61 lakhs for the previous financial year. The company incurred a net profit of Rs. 1,831.62 Lakhs for the financial year 2025- 26 as against a net profit of Rs. 7,799.27 Lakhs for the previous Financial Year 2024-25.

3. DIVIDEND:

The Directors have decided not to recommend any dividend for the year 2025-26 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 , 2026 on Standalone basis is Rs. 19,485.57 Lakhs and on

Consolidated basis is Rs. 19,921.66 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, 2026, and the date of Board's Report (i.e. July 31, 2026).

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 H 90,00,00,000/- divided into 9,00,00,000 Equity shares of H 10 each.

The paid-up share capital of the Company stands at H 67,57,89,480/- divided into 6,75,78,948 equity shares of H 10/- each.

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 ('IEPF 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:

Mr. Prabhaker Reddy Solipuram retires by rotation and being eligible, offers himself for re-appointment. A resolution seeking shareholders' approval for his re- appointment along with other required details forms part of the Notice.

Appointments during the Financial Year 2025-26:

Cessations and Resignations during the Financial

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 of 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 19.05.2025, 08.08.2025, 14.11.2025, 01.12.2025 and 11.02.2026 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 11 th February 2026. 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 - 2 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 - 1 to this report.

During the year, NONE of the employees is drawing a remuneration of H 1,02,00,000/- and above per annum or H 8,50,000/- 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. Kondareddy Ravinder Reddy, Managing Director and CEO 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 2025-2026 is annexed in this Annual Report as

Annexure 11.

24. INFORMATION ABOUT THE FINANCIAL

PERFORMANCE / FINANCIAL POSITION OF

THE SUBSIDIARIES / ASSOCIATES/ JOINT

VENTURES:

The company had acquired M/s. SLN Terminus Hotels and Resorts Private Limited, now a wholly owned material subsidiary vide approval of Members at the Extra-Ordinary General Meeting dated 27-Dec-2025. 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 company 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 pari passu charge by way of equitable mortgage / negative lien on sub-cellar, cellar, ground floor and nine upper floors of the Kavadiguda Property owned by the Company in favour of M/s. SLN Terminus Hotels & Resorts Private Limited, wholly owned subsidiary of the Company, for sanction of term loan from Kotak Mahindra Bank Limited and Aditya Birla Capital Limited. Further, the Company has also provided a corporate guarantee for an amount of H 4,000 lakhs for sanction of the above-mentioned term loans. Particulars of loans, guarantees and investments as per Section 186 of the Act are disclosed in Notes to accounts to the standalone financial statements of the Company.

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 2025-26, 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 M/s. SLN Terminus Hotels & Resorts Private Limited, an entity in which Mr. Prabhaker Reddy Solipuram, Director of the Company was interested. The transaction involves an investment of up to H 206 Crores through one or more of the following modes: (i) purchase of property, (ii) infusion of funds by way of inter-corporate loans, and (iii) acquisition of equity and preference shares from the existing shareholders of the said entity. The transaction was undertaken after obtaining 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 177 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 conser ve 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 3,555.40 Lakhs

2. Foreign Exchange Outgo - C 2,451.51 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). N O M I N AT I O N A N D R E M U N E R AT I O N

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 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.

(V). CORP OR ATE SOCIAL RE SP ONSIBILIT Y

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, 2025. The company spent H 27.24 Lakhs towards CSR Expenditure as against a total liability of H 22.92 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 Chairperson of 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

Except for the ones mentioned below, there are no significant and material orders passed by the regulators /courts during the year under review that would impact the going concern status of the Company and its future operations.

1. Order passed by the Regional Director (South East Region):

The Company had filed a suo-moto compounding application under Section 441 of the Companies Act, 2013, read with Sections 139 and 147 of the Companies Act, 2013, before the Regional Director (South East Region) in respect of an inadvertent non-compliance with the provisions of Section 139(8) of the Companies Act, 2013. The non-compliance arose due to a delay of approximately two (2) months in obtaining the shareholders' approval for filling the casual vacancy caused by the resignation of the Statutory Auditor, beyond the statutory time limit prescribed under the Act. The Regional Director (South East Region) compounded the said non-compliance vide its order dated 04.05.2026 by levying a penalty on the Company and Mr. Kondareddy Ravinder Reddy, Managing Director, which was duly paid on 21.04.2026 within the prescribed timeline.

2. Order from the Appellate Tribunal under The Smugglers and Foreign Exchange Manipulators (Forfeiture of Property) Act, 1976 (SAFEMA), New Delhi, dated 23 April 2026:

The Company has received an order from the Appellate Tribunal under The Smugglers and Foreign Exchange Manipulators (Forfeiture of

Property) Act, 1976 (SAFEMA), New Delhi, dated 23 April 2026, allowing the appeal filed by Viceroy Hotels Limited by setting aside the order of the Adjudicating Authority confirming the Provisional Attachment Order dated 26 March 2019, which had attached certain immovable and movable properties of the Company. The Tribunal, after examining the facts and the legal position, held that pursuant to the successful completion of the Corporate Insolvency Resolution Process (CIRP) and approval of the resolution plan resulting in a change in management, the Company is entitled to the benefit of immunity under Section 32A of the Insolvency and Bankruptcy Code, 2016. It was further noted that the claims forming the basis of the alleged proceeds of crime had already been conclusively rejected by the NCLT/NCLAT and the resolution plan has been fully implemented.

Accordingly, the Tribunal set aside the Impugned Order along with the Provisional Attachment Order dated 26.03.2019. The order effectively brings the long-standing litigation with the Enforcement Directorate to a close in favour of Viceroy Hotels Limited, providing finality and relief to the Company resulting in detachment of the property operating as Courtyard by Marriott in Hyderabad. The said order has been received by the Company on 30 April 2026 and it marks an end to litigation for the said property which has been finally decided in favour of the Company.

34. STATUTORY AUDITORS AND STATUTORY AUDITORS REPORT:

The Members of the Company, pursuant to the recommendation of the Board of Directors, have appointed M/s. M S K C & Associates LLP (formerly known as M S K C & Associates), Charted Accountants as the Statutory Auditors, at the 60 th Annual General Meeting(AGM) held on 08.09.2025, to fill the casual vacancy caused by resignation of M/s. Deva & Co on 08.08.2025.

Further, the members approved the appointment of M/s. M S K C & Associates LLP (formerly known as M S K C & Associates) Charted Accountants for a period of 5 (five) years, at the 60 th Annual General Meeting(AGM) held on 08.09.2025. The Auditors' Report for fiscal 2026, as issued by M/s. M S K C & Associates LLP (formerly known as M S K C & Associates) 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, 2026 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 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, 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 22.05.2026, 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, 2026.

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, 2026. The Report given by the Secretarial Auditor is annexed herewith as Annexure- 6 and forms integral part of this Report. Further, in compliance with Regulation 24A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and section 204 of the Companies Act, 2013, the Secretarial Audit Report of SLN Terminus Hotels & Resorts Private Limited, a wholly-owned material Subsidiary Company is annexed as Annexure- 6A.

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.

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 2026-27.

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, 2026.

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 2025-26. The Company had sought a certificate from independent and reputed Practicing Company Secretaries confirming that none of the Directors on the Board of the Company have been debarred or disqualified from being appointed and/or continuing as Directors by the SEBI/MCA or any other such statutory authority.

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 2025-26 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 V of 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 SUBSECTION (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:

The Company has availed credit ratings for banks facilities and the following ratings have been assigned as on April 14, 2026.

50. AGREEMENTS/MOU ENTERED BY THE COMPANY:

As part of the acquisition of M/s. SLN Terminus Hotels & Resorts Private Limited, the Company has entered into the following two agreements:

1. SHARE PURCHASE AGREEMENT:

The Company has entered into a Share Purchase Agreement with Mr. Prabhaker Reddy Solipuram his relatives and M/s. SLN Terminus Hotels and Resorts Private Limited, a company incorporated in India, being the Director (i.e., Mr. Prabhaker Reddy Solipuram), his relatives and entities in which the Director of the Company is interested, for acquisition by way of shares.

2. SALE DEED:

The Company has entered into a sale deed with M/s. Terminus Ventures Private Limited, rep. by Mr. Prabhaker Reddy Solipuram, being the Director his relatives and entity in which the Director of the Company is interested, for the purpose of purchase of land.

There are no major agreements / MoUs entered by the company except for the ones 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's 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 2025-26, 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 applicable to the Company.

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

59. 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.

60. CONSOLIDATED FINANCIAL STATEMENTS:

Pursuant to acquisition of M/s. SLN Terminus Hotels & Resorts Private Limited vide approval of members at the Extra-Ordinary General Meeting held on December 27, 2025, it has become a wholly owned subsidiary company of Viceroy Hotels Limited ('Company'). Further, the Company 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.

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

During the year under review, the Company has acquired M/s. SLN Terminus Hotels & Resorts Private Limited and pursuant to the acquisition, the Target Company (SLN Terminus Hotels & Resorts Private Limited) became a wholly owned material subsidiary company of Viceroy Hotels Limited.

However, there have been no companies which have become or ceased to be Company's joint ventures and associates during the year under review.

62. STATEMENT ON MATERNITY BENEFIT COMPLIANCE:

The company has complied with the provisions of Maternity Benefit Act, 1961 for the Financial Year 2025-26.

63. COMPLIANCE WITH SECRETARIAL STANDARDS:

The Company has complied with the Secretarial Standards, as applicable to the Company, issued by the Institute of Company Secretaries of India (ICSI).

64. CREDIT & GUARANTEE FACILITIES:

The Board of Directors of the Company has have approved a limit of H 1500.00 Crores to avail credit and guarantee facilities.

65. 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.

66. 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.

67. 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.

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

During the year 2024-25, 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. However, during the year under review, the Company has not raised any funds through public issue, preferential issue, etc.

69. 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.