Viceroy Hotels Ltd Management Discussions

Indias economy continued to demonstrate resilience in FY2025, registering a growth of 6.5% despite global uncertainties. This steady performance was driven by strong domestic consumption, sustained government spending, and effective policy measures that led to moderating inflation and stabilised liquidity conditions. While the macroeconomic outlook remains positive, external risks such as foreign portfolio outflows and a weakening rupee still pose potential challenges.

Indias macroeconomic fundamentals remain robust, supported by healthy corporate and financial sector balance sheets. However, to sustain and accelerate long-term growth—especially in a slowing globalisation environment—the country must prioritise structural reforms and deregulation. Leveraging its demographic dividend will be key to building a more competitive and dynamic economy.

Looking ahead, the Reserve Bank of India (RBI) forecasts GDP growth to remain steady at 6.5% for FY2026. This projection is underpinned by rising agricultural and industrial output, resilient rural demand, strong private investment, and improving consumer sentiment. Despite ongoing geopolitical and trade uncertainties, India is well-positioned to maintain its growth momentum.

The year 2024 stood as a striking testament to the ever-evolving global landscape — shaped by geopolitical shifts, climate volatility, and macroeconomic recalibrations. Against this backdrop, Indias domestic strength and economic resilience propelled it to the forefront of global attention. With an estimated GDP growth of 6.5% and rising domestic consumption, the countrys travel and hospitality sector flourished, adapting skillfully to dynamic market conditions. Though inbound tourism recovery remained sluggish, the hospitality sector delivered strong results across key performance indicators. The industry ended the year with a national occupancy rate of 63–65%, average room rates (ARR) in the INR 7,800–8,000 range, and revenue per available room (RevPAR) between INR 5,000–5,200 — representing a 27–29% growth over pre-COVID levels. This robust performance sparked heightened development activity, culminating in a record-breaking year for hotel brand signings, with a distinct shift towards Tier-2, Tier-3, and emerging leisure destinations.

2025 began with strong momentum — Coldplays sold-out concerts and the Maha Kumbh Mela (66 crore visitors) showcased Indias scale in spiritual and live event tourism. Wellness, medical, and value-driven travel continue to grow, particularly in smaller cities. The branded economy segment — still only 5–7% of supply — offers significant potential.

With policy reforms like industry status and infra lending access, the sector could hit 70% occupancy and ARR of INR 10,000 by 2026. Indias hospitality sector is no longer catching up — its ready to lead.

Viceroy Hotels Ltd (VHL) operates in the hospitality sector and owns two premium properties in Hyderabad under the globally recognized brands Marriott and Courtyard by Marriott. Strategically located in the citys Central Business District, these hotels cater to both luxury and business travellers.

Driven by the vision to be the preferred choice for guests seeking luxury and comfort at an affordable price, Viceroy Hotels is committed to exceeding expectations through exceptional service and innovative offerings.

The total number of employees on roll of the company as on 31-03-2025 is 400

The increase in return on net worth is due to recognition of deferred tax assets, receipt of securities premium from rights issue and increase in operating margins during the current year.

Indias hospitality sector is witnessing sustained growth, propelled by a diverse set of high-impact demand drivers. Inbound tourism continues to expand, supported by rising international arrivals and enhanced air connectivity. The MICE segment is gaining prominence, with India emerging as a preferred destination for global conferences and corporate events. Wedding tourism remains a strong contributor, as luxury hotels increasingly host high-value celebrations. Spiritual tourism, pilgrimages and heritage destinations, are driving consistent occupancy across Tier II and III cities. Experiential travel focused on wellness, sustainability, and authentic local engagement is reshaping guest expectations. Additionally, rising domestic travel, hybrid work-led staycations, and the expansion of branded hotel supply in underserved markets are reinforcing long-term demand visibility across hospitality segment.

Hyderabads hospitality sector is undergoing a robust upswing, propelled by accelerated infrastructure development, strong growth in IT and biotech industries, and a revival in international travel. The citys positioning as a global center for technology and life sciences anchored by Cyberabad, HITEC City, and Genome Valley has significantly elevated commercial travel and long-stay demand. Micro-markets such as Gachibowli and Madhapur have matured into high-performing zones, attracting a steady mix of domestic and international guests. The resurgence of global Request for proposals and firming contracted rates are driving ADR and RevPAR to new highs. Furthermore, medical tourism backed by world-class healthcare and cost competitiveness is further broadening the citys demand outlook. Together, these factors have created a robust hospitality ecosystem where demand continues to outstrip supply, positioning Hyderabad as one of the most attractive and high growth avenues.

VHL faces key risks such as economic volatility, regulatory shifts, and geopolitical uncertainties that may impact travel patterns. To mitigate these, we have implemented robust risk management practices focused on operational efficiency and cost optimization. Growth opportunities lie in expanding into emerging markets, enhancing digital capabilities, and innovating service offerings to meet evolving guest expectations.

VHL remains focused on strategic expansion with new property developments. We are investing in digital transformation to elevate guest experiences and improve operational agility. With the hospitality sector projected to grow on the back of rising travel and tourism, VHL is well-positioned to capitalize on emerging opportunities.

Despite macroeconomic challenges, VHL has shown resilience through prudent cost management and strategic initiatives. With a clear growth roadmap, we are committed to delivering exceptional hospitality experiences and generating long-term value for our stakeholders.

We have established an adequate internal control mechanism to safeguard all our assets and ensure operational excellence. The mechanism also meticulously records all transaction details and ensures regulatory compliance. We have multiple policy frameworks to ensure adequate controls on business processes. Further, Risk and Control dashboards have been defined and are periodically updated for all important operational processes. At periodic intervals, the management team and statutory auditors ensure that the defined controls are operative. Reputed audit firms also ensure that all transactions are correctly authorised and reported in accordance with the relevant regulatory framework. The reports are reviewed by the Audit Committee of the Board. Wherever necessary, internal control systems are strengthened, and corrective actions are initiated.

Certain statements in the Management Discussion and Analysis describing the Companys objectives, and predictions may be ‘forward-looking statements within the meaning of applicable laws and regulations. Actual results may vary significantly from the forward-looking statements contained in this document due to various risks and uncertainties. These risks and uncertainties include the effect of economic and political conditions in India, volatility in interest rates, new regulations and Government policies that may impact the Companys business as well as its ability to implement the strategy. The Company does not undertake to update these statements.

In accordance with Regulation 34 (3) read with Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the report containing the details of Corporate Governance systems and processes at Viceroy Hotels Limited is as follows:

The Companys philosophy on Code of Governance is backed by Principles of Concern, Commitment, Ethics, Excellence and Learning in all its acts and relationships with Stakeholders, Associates and Community at large. This philosophy revolves around fair and transparent governance and disclosure practices in line with the principles of Good Corporate Governance. The Corporate Governance Structure in the Company assigns responsibilities and entrusts authority among different participants in the organization viz. the Board of Directors, the Senior Management, Employees, etc. The Company believes that good Corporate Governance is a continuous process and strives to improve the Corporate Governance practices to meet shareholders expectations.

The information provided in the Report on Corporate Governance for the purpose of unanimity is as on 31^st March, 2025. The Report is updated as on the date of the report wherever applicable.

The Company recognizes and embraces the importance of a diverse Board in its success. We believe that a truly diverse

Board will leverage differences in thought, perspective, knowledge, skill, regional and industry experience, cultural and geographical background, age, ethnicity, race and gender, which will help us retain our competitive advantage. The Board has adopted the Board Diversity Policy which sets out the approach to diversity of the Board of Directors. The Policy of Board Diversity is available on our website i.e., www. viceroyhotels.in.

The Company is managed and controlled through a professional body of Board of Directors which comprises of an optimum combination of Executive and Independent Directors headed by the Chairman

& Managing Director. As on date of this report, the Board of Directors of the Company has 6 members (including Independent Non-Executive Directors) with vast experience and knowledge. None of the Directors on the Board is a Member of more than 10 committees or Chairman of more than 5 companies across all the Companies in which he/she is a Director.

The Board has been enriched with the advices and skills of the Independent Directors. The composition of the Board of Directors and details of number of Directorships / committee chairmanships / memberships attendance particulars is as under:

Dates on which Board meetings were held: 30.05.2024, 15.07.2024, 24.09.2024, 14.11.2024, and 06.02.2025.

@ Resigned w.e.f. 07.02.2025 ^ Appointed w.e.f. 07.02.2025

Note: Chairmanship and Directorship excluding Viceroy Hotels Limited was considered for the purpose of this report.

The Name of other listed entities where directors of the company are directors and the category of directorship are shown in Table 2.

Mr. Gorinka Jaganmohan Rao 1. SG Finserve Limited Independent Director

Mr. Ravinder Reddy Kondareddy, Mr. Anirudh Reddy Kondareddy and Ms. Pooja Reddy Konda Reddy are immediate relatives, other than them none of the other directors are related.

As on date, none of the Non-Executive directors of the company directly holds any Equity Shares in the company. However, Mr. Anirudh Reddy Konda Reddy holds indirectly approximatley 69.86 % and Mr. S. Prabhaker Reddy 13.45% equity shares of the company in capacity of a beneficial owner.

The Company has complied with the definition of Independence as per Regulation 16(1) (b) of the SEBI (LODR), Regulations, 2015 and according to the Provisions of Section 149(6) of the Companies Act, 2013.

The Company has also obtained declarations from all the Independent Directors pursuant to Section 149(7) of the Companies Act, 2013. It is also confirmed that in the opinion of the Board, the Independent Directors fulfil the conditions specified in the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and are independent of the management.

As per Clause 7 of the Schedule IV of the Companies Act (Code for Independent Directors), a separate meeting of the Independent Directors of the Company (without the attendance of Non-Independent Directors) was held on 06.02.2025, and discussed the following:

All the Independent Directors of the Company eligible to attend were present at the meeting.

As required under Regulation 34(3) read with Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, the Company regularly familiarizes Independent Directors with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company etc.

Independent Directors are familiarized about the Companys operations and businesses. Interaction with the Business heads and key executives of the Company is also facilitated. The details of Familiarization Programme held in FY 2024-25 are also disclosed on the Companys website at www.viceroyhotels.in.

The Board has complete access to all information of the Company and is regularly provided advanced detailed information as a part of the agenda papers or is tabled therein. In addition, detailed quarterly performance report is presented in the quarterly Board meeting, encompassing all facets of the Companys operations during the quarter, including update of key projects, outlook and matters relating to environment, health & safety, corporate social responsibility etc.

The Board has confirmed that in its opinion, the Independent Directors fulfil the conditions specified in these regulations and are independent of the management

Mr. P.V. Krishna Reddy resigned as Independent Director w.e.f. 07.02.2025. The Director confirmed that there was no material reason for his resignation as Independent Director.

The Company has five Board-level Committees - Audit Committee, Stakeholders Relationship Committee, Corporate Social Responsibility Committee, Nomination & Remuneration Committee and Risk Management Committee.

All decisions pertaining to the constitution of Committees, appointment of members and fixing of terms of service for Committee members are taken by the Board of Directors. Details on the role and composition of these Committees, including the number of meetings held during the financial year and the related attendance are provided in this report below:

iv. Review with the management and statutory auditors of the annual financial statements before submission to the Board with particular reference to: (a) Matters required to be included in the directors responsibility statement to be included in the Boards report in terms of clause (c) of sub-section (3) of Section 134 of the Act; (b) Changes, if any, in accounting policies and practices and reasons for the same; (c) Major accounting entries involving estimates based on the exercise of judgment by management; (d) Significant adjustments made in the financial statements arising out of audit findings; (e) Compliance with listing and other legal requirements relating to financial statements; (f) Disclosure of any related party transactions; (g) Modified opinion(s) in the draft audit report; v. Review of the quarterly and half yearly financial results with the management before submission to the board for approval; vi. Reviewing, with the management, the statement of uses/ application of funds raised through an issue (public issue, rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the offer document / prospectus / notice and the report submitted by the monitoring agency monitoring the utilization of proceeds of a public or rights issue, and making appropriate recommendations to the board to take up steps in this matter; vii. Review and monitor statutory auditors independence and performance and effectiveness of audit process; viii. Approval or any subsequent modification of transactions with related parties; ix. Scrutiny of inter-corporate loans and investments; x. Review of valuation of undertakings or assets of the company wherever it is necessary; xi. Evaluation of internal financial controls and risk management systems; xii. Review with the management, statutory auditors and the internal auditors about the nature and scope of audits and of the adequacy of internal control systems; xiii. Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure, coverage and frequency of internal audit; xiv. Discussion with internal auditors of any significant findings and follow up there on; xv. Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the board; xvi. Discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern; xvii. Look into the reasons for any substantial defaults in payment to the depositors, debenture-holders, shareholders (in case of non-payment of declared dividend) and creditors, if any; xviii. Review the functioning of the whistle blower mechanism; xix. Approval of appointment of Chief Financial Officer after assessing the qualifications, experience and background, etc. of the candidate

(a) Management discussion and analysis of financial condition and results of operations; (b) Statement of significant related party transactions (as defined by the audit committee), submitted by management; (c) Management letters / letters of internal control weaknesses issued by the statutory auditors; (d) Internal audit reports relating to internal control weaknesses; (e) The appointment, removal and terms of remuneration of the Chief Internal Auditor;

(f) Statement of deviations:

There were five (5) Audit Committee Meetings held under the new management with the reconstituted Board of Directors and Audit Committee during the year on 30.05.2024, 15.07.2024, 24.09.2024, 14.11.2024 and 06.02.2025.

Mr. G. Independent Chairman 5 5 Jaganmohan Director Rao @Mr. P.V. Independent Member 5 5 Krishna Reddy Director ^Ms. Shruti Independent Member 5 0 Gupta Director Mr. Anirudh Non - Member 5 5 Reddy Executive Kondareddy Director

@ Resigned w.e.f. 07.02.2025 ^Appointed w.e.f. 07.02.2025

178 of Companies Act, 2013 read with Regulation 19 of SEBI (LODR)Regulations, 2015 by the new management subsequent to CIRP proceedings on Corporate Overview 12.10.2023.

To approve the fixation/revision of remuneration of ExecutiveDirectorsoftheCompanyandwhileapproving: a. To take into account the financial position of the Company, trend in the industry, appointees Financial Statements qualification, experience, past performance, past remuneration etc. b. To bring out objectivity in determining the remuneration package while striking a balance between the interest of the Company and the Shareholders. c. To identify persons who are qualified to become Directors and who may be appointed in senior management in accordance with the criteria laid down and to recommend to the Board their appointment and /or removal. d. To carry out evaluation of every Directors performance. e. To formulate the criteria for determining qualifications, positive attributes and independence of a Director, and recommend to the Board a policy, relating to the remuneration for the Directors, key managerial personnel and other employees. f. For every appointment of an independent director, the Nomination and Remuneration Committee shall evaluate the balance of skills, knowledge and experience on the Board and on the basis of such evaluation, prepare a description of the role and capabilities required of an independent director. The person recommended to the Board for appointment as an independent director shall have the capabilities identified in such description. For the purpose of identifying suitable candidates, the Committee may: a. use the services of an external agencies, if required; b. consider candidates from a wide range of backgrounds, having due regard to diversity; and c. consider the time commitments of the candidates. g. To formulate the criteria for evaluation of Independent Directors and the Board. h. To recommend/review remuneration of the Managing Director and Whole-time Director(s) based on their performance and defined assessment criteria. i. Devising a policy on diversity of board of directors; j. Whether to extend or continue the term of appointment of the independent director, on the basis of the report of performance evaluation of independent directors. k. Recommend to the board, all remuneration, in whatever form, payable to senior management.

Two Nomination and Remuneration Committee Meetings were held during the financial year on 15.07.2024 and 06.02.2025.

@ Resigned w.e.f. 07.02.2025 ^Appointed w.e.f. 07.02.2025

The objectives of the remuneration policy are to motivate Directors to excel in their performance, recognize their contribution and retain talent in the organization and reward merit. The remuneration levels are governed by industry pattern, qualifications and experience of the Directors, responsibilities shouldered and individual performance.

This policy sets out the guiding principles for the Nomination & Remuneration Committee for identifying persons who are qualified to become Directors and to determine the independence of Directors, in case of their appointment as Independent Directors of the Company.

2.1 "Director" means a Director appointed to the Board of a Company.

2.2 "Nomination and Remuneration Committee means the committee constituted in accordance with the provisions of Section 178 of the Companies Act, 2013 and Regulation 19 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

2.3 "Independent Director" means a Director referred to in sub- Section (6) of Section 149 of the Companies Act, 2013 and Regulation 16 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

3.1.1 The Nomination and Remuneration Committee, and the Board, shall review on annual basis, appropriate skills, knowledge and experience required of the Board as a whole and its individual members. The objective is to have a board with diverse background and experience that are relevant for the Companys operations. 3.1.2 In evaluating the suitability of individual Board member the Nomination and Remuneration Committee may take into account factors, such as:

3.1.4 The Nomination & Remuneration Committee shall evaluate each individual with the objective of having a group that best enables the success of the Companys business.

3.2.1 The Nomination & Remuneration Committee shall assess the independence of Directors at time of appointment/ re- appointment and the Board shall assess the same annually. The Board shall re-assess determinations of independence when any new interest or relationships are disclosed by a Director.

3.2.2 The criteria of independence shall be in accordance with the guidelines as laid down in Companies Act, 2013 and Regulation 16 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. An Independent Director in relation to a Company, means a Director other than a Managing Director or a whole-Time Director or a Nominee Director - a. who, in the opinion of the Board, is a person of integrity and possesses relevant expertise and experience; b. (i) who is or was not a promoters of the Company or its holding, subsidiary or associate Company or member of the promoter group of the listed entity; (ii) who is not related to promoters or Directors of the Company its holding, subsidiary orassociate Company c. who, apart from receiving directors remuneration, who has or had no pecuniary relationship with the Company, its Holding, Subsidiary or Associate Company, or their promoters, or Director, during the two immediately preceding financial year or during the current financial year; d. none of whose relative (A) is holding securities of or interest in the listed entity, its holding, subsidiary or associate company during the three immediately preceding financial years or during the current financial year of face value in excess of fifty lakh rupees or two percent of the paid-up capital of the listed entity, its holding, subsidiary or associate company, respectively, or such higher sum as may be specified; (B) is indebted to the listed entity, its holding, subsidiary or associate company or their promoters or directors, in excess of such amount as may be specified during the three immediately preceding financial years or during the current financial year; (C) has given a guarantee or provided any security in connection with the indebtedness of any third person to the listed entity, its holding, subsidiary or associate company or their promoters or directors, for such amount as may be specified during the three immediately preceding financial years or during the current financial year; or (D) has any other pecuniary transaction or relationship with the listed entity, its holding, subsidiary or associate company amounting to two percent or more of its gross turnover or total income: Provided that the pecuniary relationship or transaction with the listed entity, its holding, subsidiary or associate company or their promoters, or directors in relation to points (A) to (D) above shall not exceed two percent of its gross turnover or total income or fifty lakh rupees or such higher amount as may be specified from time to time, whichever is lower. e. who, neither himself nor any of his relative- (i) Holds or has held the position of a key managerial personnel or is or has been employee of the or associate Company or any company belonging to the promoter group of the listed entity in any of the three finance years immediately preceding the finance year in which he is proposed to be appointed; Provided that in case of a relative, who is an employee other than key managerial personnel, the restriction under this clause shall not apply for his/ her employment (ii) Is or has been an employee or proprietor or a partner, in any of the three finance year immediately preceding the financial year in which he is proposed to be appointed of- (A) a firm of auditors or Company secretaries in practice or cost auditors of the Company or its holding, subsidiary or associate Company; or (B) any legal or a consulting firm that has or had any transaction with the Company, its holding subsidiary or associate Company amounting to ten per cent or more of the gross turnover of more of the gross turnover of such firm; (i) holds together with his relatives two per cent or more of the total voting power of the Company; Or (ii) is a chief Executive or Director, by whatever name called, of any non-profit organization that receives twenty-five per cent or more of its receipt from the Company any of its promoters, Directors or its holding subsidiary or associate Company or that holds two per cent or more of the total voting power of the Company; or (iii) is a material supplier, service provider or customer or a lesser or lessee of the Company. f. Shall possess appropriate skills experience and knowledge in one or more field of finance, law Management, sales, marketing administration, research, corporate governance, technical operations, corporate social responsibility or this disciplines related to the Companys business. g. Shall possess such other qualifications as may be prescribed from time to time, under the Companies Act, 2013. h. Who is not less than 21 years of age. i. Who is not a non-independent Director of another company on the Board of which any non-independent director of the listed entity is an independent director.

3.2.3 The independent Director shall abide by the "code for independent Directors "as specified in Schedule IV to the Companies Act, 2013.

3.3.1 The Board members are expected to have adequate time and expertise and experience to contribute to effective Board performance Accordingly, members should voluntarily limit their Directorships in other listed public limited companies in such a way that it does not interfere with their role as Director of the Company. The Nomination and Remuneration Committee shall take into account the nature of, and the time involved in a director service on other Boards, in evaluating the suitability of the individual Director and making its recommendations to the Board.

3.3.2 A Director shall not serve as Director in more than 20 companies of which not more than 10 shall be public limited companies.

3.3.3 A Director shall not serve as an independent Director in more than 7 listed companies and not more than 3 listed companies in case he is serving as a whole-time Director in any listed Company.

3.3.4 A Director shall not be a member in more than 10 committee or act as chairman of more than 5 committee across all companies in which he holds Directorships. For the purpose of considering the limit of the committee, Audit committee and stakeholders relationship committee of all public limited companies, whether listed or not, shall be included and all other companies including private limited companies, foreign companies and companies under Section 8 of the companies Act, 2013 shall be excluded.

The objectives of the remuneration policy are to motivate Directors to excel in their performance, recognize their contribution and retain talent in the organization and reward merit. The remuneration levels are governed by industry pattern, qualifications and experience of the Directors, responsibilities shouldered and individual performance.

This policy sets out the guiding principles for the Nomination and Remuneration committee for recommending to the Board the remuneration of the Directors, key managerial personnel and other employees of the Company.

2.1 "Director" means a Director appointed to the Board of the Company.

2.2 "key managerial personnel" means

(i) The Chief Executive Officer or the managing Director or the manager; (ii) The Company Secretary; (iii) The Whole-time Director; (iv) The Chief Financial Officer; and (v) Such other office as may be prescribed under the companies Act, 2013 2.3 "Nomination and Remuneration committee" means the committee constituted by Board in accordance with the provisions of Section 178 of the companies Act, 2013, clause 49 of the Equity Listing Agreement and Regulation 19 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

3.1 Remuneration to Executive Directorand key managerial personnel: 3.1.1 The Board on the recommendation of the Nomination and Remuneration (NR).

3.1.2 The Board on the recommendation of the NR committee shall also review and approve the remuneration payable to the key managerial personnel of the Company. 3.1.3 The remuneration structure to the Executive Director and key managerial personnel shall include the following components: (i) Basic pay (ii) Perquisites and Allowances (iii) Stock Options (iv) Commission (Applicable in case of Executive Directors) (v) Retrial benefits (vi) Annual performance Bonus 3.1.4 The Annual plan and Objectives for Executive committee shall be reviewed by the Nomination and Remuneration committee and Annual performance bonus will be approved by the committee based on the achievement against the Annual plan and Objectives.

3.2.1 The Board, on the recommendation of the Nomination and Remuneration Committee, shall review and approve the remuneration payable to the Non – Executive Directors of the Company within the overall limits approved by the shareholders as per the provisions of the Companies Act.

3.2.2 Non – Executive Directors shall be entitled to sitting fees attending the meetings of the Board and the Committees thereof. The Non- Executive Directors shall also be entitled to profit related commission in addition to the sitting fees.

3.3.1. Employees shall be assigned grades according to their qualifications and work experience, competencies as well as their roles and responsibilities in the organization. Individual remuneration shall be determined within the appropriate grade and shall be based on various factors such as job profile skill sets, seniority, experience and prevailing remuneration levels for equivalent jobs.

i. Pursuant to provisions of Regulation 17(10) of the SEBI Listing Regulations and the provisions of the Act, an annual Board effectiveness evaluation was conducted for FY 2024-25 on 06^th February, 2025, involving the following: ii. Evaluation of IDs, in their absence, by the entire Board was undertaken, based on their performance and fulfillment of the independence criteria prescribed under the Act and SEBI Listing Regulations; and iii. Evaluation of the Board of Directors, its Committees and individual Directors, including the role of the Board Chairman. An IDs meeting, in accordance with the provisions of Section 149(8) read with Schedule IV of the Act and Regulation 25(3) and 25(4) of the SEBI Listing Regulations, was convened on 06^th February, 2025, mainly to review the performance of Independent Directors and the Chairman & Managing Director as also the Board as a whole. i) Board: Composition, responsibilities, stakeholder value and responsibility, Board development, diversity, governance, leadership, directions, strategic input, etc. ii) ExecutiveDirectors:Skill,knowledge,performance, compliances, ethical standards, risk mitigation, sustainability, strategy formulation and execution, financial planning & performance, managing human relations, appropriate succession plan, external relations including CSR, community involvement and image building, etc. iii) Independent Directors: Participation, managing relationship, ethics and integrity, Objectivity, brining independent judgement, time devotion, protecting interest of minority shareholders, domain knowledge contribution, etc. iv) Chairman: Managing relationships, commitment, leadership effectiveness, promotion of training and development of directors etc. v) Committees: Terms of reference, participation of members, responsibility delegated, functions and duties, objectives alignment with company strategy, composition of committee, committee meetings and procedures, management relations. Disclosures as prescribed under SEBI circular SEBI/HO/CFD/ CMD/CIR/P/2018/79 dated 10^th May 2018 are given below:

Except for the remuneration details mentioned above, there is no other pecuniary relationship or transactions of the non- executive Directors vis-?-vis the listed entity in terms of salary, benefits, bonuses, stock options, pension, fixed component and performance linked incentives.

The performance evaluation criteria for Independent Directors are already mentioned under the head "Board Evaluation" in Directors Report.

www.viceroyhotels.in

i. The Board members are expected to have adequate time and expertise and experience to contribute to effective Board performance. Accordingly, members should voluntarily limit their directorships in other listed public limited companies in such a way that it does not interfere with their role as director of the company. The NR Committee shall take into account the nature of and the time involved in a directors service on other Boards, in evaluating the suitability of the individual Director and making its recommendations to the Board. ii. Director shall not serve as director in more than 20 companies of which not more than 10 shall be public limited companies. iii. Director shall not serve as an independent Director in more than 7 listed companies and not more than 3 listed companies in case he is serving as a Whole-Time Director in any listed company. iv. Director shall not be a member in more than 10 committees or act as chairman of more than 5 committees across all companies in which he holds directorships.

For the purpose of considering the limit of the committee, Audit committee and stakeholders relationship committee of all public limited companies, whether listed or not, shall be included and all other companies including private limited companies, foreign companies and companies under section 8 of the Companies Act, 2013 shall be excluded.

Stakeholders Relationship Committee was constituted in terms of Section 178(5) of Companies Act, 2013 read with Regulation 20 of SEBI (LODR) Regulations, 2015.

There was one Stakeholder Relationship Committee Meetings held during the financial year on 06.02.2025.

@Resigned w.e.f. 07.02.2025 ^Appointed w.e.f. 07.02.2025

Mr. C. Siva Kumar Reddy, Company Secretary of the Company is the Compliance Officer of the Company.

The Committees role includes:

(a) A framework for identification of internal and external risks specifically faced by the listed entity, in particular including financial, operational, sectoral, sustainability, information, cyber security risks or any other risk as may be determined by the Committee.

(b) Measures for risk mitigation including systems and processes for internal control of identified risks.

(c) Business continuity plan.

(2) To ensure that appropriate methodology, processes and systems are in place to monitor and evaluate risks associated with the business of the Company; (3) To monitor and oversee implementation of the risk management policy, including evaluating the adequacy of risk management systems; (4) To periodically review the risk management policy, at least once in two years, including by considering the changing industry dynamics and evolving complexity; (5) To keep the board of directors informed about the nature and content of its discussions, recommendations and actions to be taken; (6) The appointment, removal and terms of remuneration of the Chief Risk Officer (if any) shall be subject to review by the Risk Management Committee.

There were no Risk Management Committee Meetings held during the year as the company did not qualify under top 1000 company as per Market Capitalization criteria.

The Committee comprises of Non-Executive Directors including two Independent Directors to: a. Formulate and recommend to the Board, a Corporate Social Responsibility Policy which shall indicate the activities to be undertaken by the Company as specified in Schedule VII of the Act; b. Recommend the amount of expenditure to be incurred on the activities referred to in clause (a); and c. Monitor the Corporate Social Responsibility Policy of the Company from time to time.

The CSR Policy is uploaded on the Companys website as required under the provisions of Section 135 of the Act and Rule 9 of the Companies (Corporate Social Responsibility Policy) Rules, 2014.

The company held CSR committee meeting on 06.02.2025 during the FY 2024-25.

^Appointed w.e.f. 07.02.2025

Note: The Committee was re-constituted by the Board of Directors at their meeting held on 08.08.2025 with Ms. Shruti Gupta as the Chairperson of the Committee and Mr. K. Anirudh Reddy and Ms. K. Pooja Reddy as the members of the Committee.

Particulars of senior management including the changes therein since the close of the previous financial year: The Nomination and Remuneration Policy of the Company defines Senior Management of the Company. Below is the list of Senior Management Personnel of the Company as on 31^st March, 2025.

In line with the requirements of Regulation 25(10) of the Listing Regulations, the Company has in place a Directors and Officers Liability Insurance policy.

The Company had passed resolutions through Postal Ballot twice during the Financial Year 2024-25, the details of which are mentioned below:

The Company had engaged the services of Central Depository and Securities Limited ("CDSL") for the purpose of providing electronic voting facility to all its members.

b. Circulation of Postal Ballot Notice The Postal Ballot Notice was sent to the members in electronic form at their email addresses registered with the Depositories/Aarthi Consultants Private Limited, the Companys Registrar and Share Transfer Agent.

The Company had also published a notice in the newspapers declaring the details of completion of dispatch, e-voting details, and other requirements in terms of the Act read with the Rules issued thereunder and the Secretarial Standards issued by ICSI. Voting rights were reckoned on the paid-up value of shares of the Company registered in the names of the shareholders as on the cut-off date. The notice of aforesaid Postal Ballots is available on the Companys website at www.viceroyhotels.in c. Postal Ballot voting results The Scrutinizer submitted his report to the Company Secretary based on the authorisation by the Chairman of the Company, after the completion of scrutiny and the consolidated results of the voting by Postal Ballot were then announced by the Company Secretary. The voting results pursuant to Regulation 44(3) of the Listing Regulations and Section 108 of the Act read with the Companies (Management and Administration) Rules, 2014, and Scrutinizers Report on remote e-voting were placed on the Companys website at www.viceroyhotels.in and were also available on the website of the stock exchanges. No Special Resolution is proposed to be passed through Postal Ballot as on the date of this Integrated Annual Report. However, if required, the same shall be passed in compliance of provisions of the Act and the Listing Regulations.

None of the businesses proposed to be transacted at the ensuing AGM require passing the resolution through Postal Ballot. The details of the previous postal ballots are available on the Companys website at www.viceroyhotels.in

Trading in shares of the company was not suspended during the Financial Year 2024-25.

M/s. Aarthi Consultants Pvt. Ltd

1-2-285,Domalguda,Hyderabad,Telangana-500029 Contact No: 040 27638111 / 66611921

E-mail: info@aarthiconsultants.com Website: www.aarthiconsultants.com

The transfers are normally processed within 10-12 days from the date of receipt, if the documents are complete in all respects. The Company Secretary has been empowered to approve the transfer of shares.

Effective April 1, 2019, SEBI has amended Regulation 40 of the SEBI Listing Regulations, which deals with transfer, transmission or transposition of securities.

According to this amendment, the requests for effecting the transfer of listed securities shall not be processed unless the securities are held in dematerialised form with a Depository. Therefore, for effecting any transfer, the securities shall mandatorily be required to be in demat form.

Shares received for transfer by the Company or its Registrar and Share Transfer Agent in physical mode are processed and all valid transfers are approved. The share certificate(s) is/are duly transferred and dispatched within a period of 15 days from the date of receipt.

According to SEBI, this amendment will bring the following benefits:

Trading in Companys shares is permitted only in dematerialized form for all investors. Investors are therefore advised to open a demat account with a Depository participant of their choice to trade in dematerialized form.

The Company has not issued the said types of securities.

Trade World, Kamala Mills Compound Senapati Bapat Marg, Lower Parel Mumbai – 400 013.

Marathon Futurex, A-Wing, 25^th floor, NM Joshi Marg, Lower Parel, Mumbai 400013

During the year under review, there are no other mateially significant related party transactions other than those disclosed in form AOC-2 attached to this report as Annexure - 4.

The policy on related party transactions is available in the Companys website www.viceroyhotels.in

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,

The Company does not have material subsidiary as defined under Listing Regulations, however, the Financial Statements policy for determining its ‘Material Subsidiaries was formulated and the same is available on the website of the Company www.viceroyhotels.in

The company does not have any significant exposure to commodity price risk and hedging activities.

During the year, the Company has raised funds by the way of Rights Issue and has partially utilized the same as per the objective stated in the offer document.

Also, the company has filed Statement of deviation(s) and variation(s) as per Regulation 32 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Company has adopted a Whistle Blower Policy and has established the necessary vigil mechanism as defined in Regulation 22 of SEBI (LODR) Regulations 2015 and in terms of Section 177 of the Companies Act, 2013.

With a view to adopt the highest ethical standards in the course of business, the Company has a whistle blower policy in place for reporting the instances of conduct which are not in conformity with the policy. Directors, employees, vendors or any person having dealings with the Company may report non-compliance to the Chairman of the Audit Committee, who reviews the report. Confidentiality is maintained of such reporting and it is ensured that the whistle blowers are not subjected to any discrimination. No person has been denied access to the Chairman of the Audit Committee.

The Company has obtained certificate from Practicing Company Secretary that none of the Directors on the Board of the Company are debarred or disqualified from being appointed or continuing as Directors of Companies by the Board/Ministry of Corporate Affairs or any such authority. And the Certificate to this effect, duly signed by the Practicing Company Secretary is annexed to this Report.

The Board has accepted and acted upon all the recommendations by the Audit & Nomination and Remuneration Committees.

The following is the summary of sexual harassment complaints received and disposed during the calendar year.

The company has complied with the requirement of Corporate Governance Report of sub-paras (2) to (10) of Schedule-V of the Securities Exchange Board of India (LODR) Regulations, 2015.

The company has adopted discretionary requirements to the extent of Internal Auditors reporting to the Audit Committee.

The Company has formulated and implemented a Code of Conduct for Board Members and Senior Management of the Company. Requisite annual affirmations of compliance with the respective Codes have been made by the Directors and Senior Management of the Company.

This is to confirm that the Board has laid down a code of conduct for all Board members and senior management personnel of the Company. The code of Conduct has also been posted on the website of the Company. It is further confirmed that all Directors and senior management personnel of the Company have affirmed compliance with the Code of Conduct of the Company for the Financial Year ended on March 31, 2025 as envisaged in Regulation 26(3) of the SEBI (Listing obligations and disclosure requirements) Regulations, 2015.

The Managing Director / CFO certification of the financial statements as specified in Regulation 17(8) read with Part B of Schedule II of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 for the Financial Year 2024- 2025 is provided elsewhere in this Annual Report.

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.

And no such director is getting any remuneration apart from the sitting fee that they are entitled to for attending the meetings of the Board and Committees.

A qualified Practicing Company Secretary carry out audit to reconcile the total admitted capital with the National Securities Depository Limited (NSDL) and the Central Depository Services (India) Limited (CDSL) and the total issued and listed capital. Reconciliation of Share Capital Audit Report confirms that the total paid up capital was in agreement with the total number of shares in physical form and the total number of dematerialized shares held with NSDL and CDSL.

There are no unclaimed or unpaid dividend and therefore no Suspense account / unclaimed suspense account.

The Company has complied with the appropriate accounting policies and has ensured that they have been applied consistently. There have been no deviations from the treatment prescribed in the Accounting Standards notified under Section 133 of the Companies Act, 2013.

As part of the green initiative process, the Company has taken an initiative of sending documents like notice calling Annual General Meeting, Corporate Governance Report, Directors Report, Audited financial Statements, Auditors Report, Dividend intimations etc., by email are sent only to those shareholders whose email addresses are not registered with the Company and for bounced mail cases. Shareholders are requested to register their email id with Registrar and Share Transfer Agent/ concerned depository to enable the Company to send the documents in electronic from or inform the Company, in writing, in case they wish to receive the above documents in paper mode.

The Board of Directors periodically reviewed the compliance of all applicable laws and steps taken by the Company to rectify instances of non-compliance, if any. The Company is in compliance with all mandatory requirements of Listing Regulations. In addition, the Companyhasalsoadoptedthefollowingnon-mandatory requirements to the extent mentioned below:

The Company has submitted quarterly compliance report on Corporate Governance with the Stock Exchanges, in accordance with the requirements of Regulation 27(2) (a) of the Listing Regulations.