Directors Report of Viceroy Hotels Ltd.

Mar 31, 2025

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:

	Standalone		Consolidated
Particulars	As per Ind-AS		As per Ind-AS
	March 31, 20251 March 31, 2024		March 31, 20251 March 31, 2024
Revenue from operations	13,248.96	11,844.30	13,729.44	13,818.40
Other Income	353.17	100.97	353.17	103.70
Profit/loss before Depreciation, Finance Costs, Exceptional items and Tax Expense	3,755.53	2,332.50	3,695.32	1,885.18
Less: Depreciation/ Amortisation/ Impairment Costs	1,210.14	1,382.62	1,213.09	1394.42
Profit /loss before Finance Costs, Exceptional items and Tax Expense	2,545.38	949.88	2,482.23	490.76
Less: Finance Costs	495.46	142.39	495.53	144.06
Profit /loss before Exceptional items and Tax Expense	2,049.92	807.49	1,986.70	346.70
Add : Exceptional items	66	(318)	66	(318)
Profit /loss before Tax Expense	2,115.92	489.49	2,052.70	28.70
Less: Tax Expense (Current & Deferred)	(5,524.66)	(213.81)	(5,746.57)	(210.07)
Profit /loss after Tax for the year (1)	7,640.58	703.30	7,799.27	238.77
Other Comprehensive Income/(Loss)(2)	46.54	-	46.54	-
Total Comprehensive Income for the year (1) (2)	7,687.12	703.30	7,845.81	238.77
Balance of profit /loss for earlier years	(61,804.29)	62,507.58	(66,626.23)	(66,864.03)
Less: Adjustments on account of Sale of Subsidiaries	-	-	4,663.25	-
Closing Balance of Profit/Loss carried forward to Balance Sheet	(54,117.16)	(61,804.29)	(54,117.16)	(66,625.27)

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:

Name	Designation	Date
Ms. Shruti Gupta	Independent Director	07.02.2025
Mr. Pradyumna Kodali	Chief Operating Officer	01.06.2025
Mr. P.V. Krishna Reddy	Chief Financial Officer	01.06.2025
Mr. C. Siva Kumar Reddy	Company Secretary and Compliance Officer	01.10.2024

Cessations and Resignations:

Name	Designation	Date
Mr. P. V. Krishna Reddy	Independent Director	07.02.2025
Mr. Pradyumna Kodali	Chief Financial Officer	31.05.2025
Mrs. T.A. Veena	Company Secretary and	05.08.2024
Aravind	Compliance Officer

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:

Name	Designation
Penugonda Naga Divya	Presiding Officer
Ranjit Sadashiv Shirgaonkar	Member
Sachin Sandu Jadhav	Member
Dhanraj Dattatray Chavan	Member
N. Seeta Laxmi	External Member

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.

S. No.	Name of the Company
1.	Crustum Products Private Limited
2.	Cafe D’ Lake Private Limited
3.	Minerva Hospitalities Private Limited
4.	Viceroy Chennai Hotels & Resorts Private Limited
5.	Banjara Hospitalities Private Limited

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)

---

Mar 31, 2024

The Board of Directors take pleasure in presenting the Fifty Ninth 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 31st March 2024. 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 31st March, 2024 has been as under:

	Standalone		Consolidated
Particulars	As per Ind-AS		As per Ind-AS
	March 31,	March 31,	March 31,	March 31,
	2024	2023	2024	2023
Revenue from operations	11,844.30	9,865.19	13,818.41	11,952.22
Other Income	100.97	10.11	103.70	47.58
Profit/loss before Depreciation, Finance Costs, Exceptional items and Tax Expense	2,333.83	1,370.69	1,885.18	908.89
Less: Depreciation/ Amortisation/ Impairment Costs	1,382.62	844.26	1,394.42	859.37
Profit /loss before Finance Costs, Exceptional items and Tax Expense	951.22	526.43	490.77	49.53
Less: Finance Costs	143.72	3.73	144.06	4.54
Profit /loss before Exceptional items and Tax Expense	807.49	522.71	346.70	44.99
Add/(less): Exceptional items	-318.00	-	-318.00	-
Profit /loss before Tax Expense	489.49	522.71	28.70	44.99
Less: Tax Expense (Current & Deferred)	-213.81	46.40	-210.07	50.48
Profit /loss after Tax for the year (1)	703.30	476.31	238.77	-5.49
Other Comprehensive Income/(Loss)(2) - - - -
Total Comprehensive Income for the year (1) (2)	703.30	476.31	238.77	-5.49
Balance of profit /loss for earlier years	-62,507.97	-62,984.28	-66,864.03	-66,858.54
Less: Difference in opening balances of subsidiaries adjusted	-	-	-966.03	-
Closing Balance of Profit/Loss carried forward to Balance Sheet	-61,804.67	-62,507.97	-65,659.23	-66,864.03

2. REVIEW OF OPERATIONS:

Revenues - Standalone

The total revenue of the Company for the financial year on standalone basis under review was Rs.11,945.27 Lakhs as against total revenue of Rs.9,875.30 Lakhs for the previous financial year. The Company incurred a net profit of Rs.703.30 Lakhs for the financial year 2023-24 as against the net profit of Rs.476.31 Lakhs for the previous year.

Revenues - Consolidated

The total revenue of the Company for the financial year on consolidated basis under review was Rs.13,922.11 Lakhs as against total revenue of Rs.11,999.80 lakhs for the previous financial year. The company incurred a net profit of Rs. 238.77 Lakhs for the financial year 2023-24 as against a net loss of Rs.5.49 Lakhs for the previous year.

3. DIVIDEND:

The Directors have decided not to recommend any dividend for the year 2023-24 keeping in mind the capital requirements for 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

As per the approved Resolution Plan, the company has extinguished the Balance Financial Creditors’ Debt (including that owed to the Related Parties) and Other Operational Creditor dues on the Effective Date i.e, 10.10.2023 by transferring the difference amount to Capital Reserves Account.

The Closing balance of reserves, including retained earnings, of the Company as at March 31st, 2024 on Standalone basis is Rs.5,599.80 Lakhs and on Consolidated basis is Rs.365.23 Lakhs.

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

During the period under review and the date of Board’s Report 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 31st March, and the date of Board’s Report (i.e. 15.07.2024) except for sale of Wholly Owned Subsidiaries of the Company, the details of which are included elsewhere in this Annual Report.

The company was admitted into the CIRP process during Financial Year 2017-18 which was completed in October, 2023. The details of payment to the financial and operational creditors is detailed in note no. 42 of Standalone Financial Statements.

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:

Pursuance 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:

During the financial year 2017-2018, Corporate Insolvency Resolution Process (“CIRP”) was initiated pursuant to a petition filed by one of its financial creditors, Asset Reconstruction Company (India) Limited (“ARCIL”) under Section 7 of the Insolvency and Bankruptcy Code, 2016 (“IBC”). After the due process that followed, Hon’ble NCLT had rejected the resolution plan dated September 29, 2022 on June 9, 2023 on technical grounds.

The order of NCLT was challenged before the Hon’ble National Company Law Appellate Tribunal, Chennai Bench (“NCLAT”). On October 6, 2023, NCLAT pronounced an order in CA(AT)(CH) (Ins).No.166 of 2023 & 183 of 2023, appeals filed by the AAFL and COC respectively and allowed the IA (IBC) 1343 of 2022 in CP(IB) N0.219/2017, an application filed by the RP for approval of the Resolution Plan submitted by AAFL with NCLT under section 30 & 31 of the Insolvency and Bankruptcy Code, 2016.

Accordingly, keeping in view the Order dated October 6, 2023:

i. As per the Resolution Plan and the order of NCLAT Monitoring Committee (“MC”) consisting of Managing Agent (former RP), 2 representatives from CoC (assenting creditors) and 2 representatives from AAFL were appointed. AAFL, through its SPV, Loko Hospitality Private Limited infused the share capital (first tranche as per Resolution Plan) of Rs.60,00,00,000 (Rupees Sixty Crores only) towards subscription of Equity shares and accordingly

MC confirmed that October 10, 2023 as the Trigger Date for the Resolution Plan and for payment of CIRP cost and employee related dues, and payment to financial creditors in terms of the approved Resolution Plan.

The Monitoring Committee in its meeting held on October 11, 2023 has also approved the following in terms of the Resolution Plan:

1. Cancellation and extinguishment of 56,87,781 Equity shares of Rs.10/- each held by the erstwhile Promoter Group.

2. The Equity Shares held by the Existing Public Shareholders stood restructured, reduced, reorganized, consolidated and extinguished (as required) as a part of this Resolution Plan such that the Equity Shares held by the existing Public Shareholders post such restructuring and reorganization shall be 6,31,579 Equity Shares constituting 1% (one percent) of the issued and paid-up equity share capital of the Company.

3. Issuance of 6,00,00,000 Equity Shares Face Value of Rs.10/- each to the Loko Hospitality Private Limited, the SPV of Resolution Applicant representing 95% of the issued & paid up equity share capital of the Company.

4. The assenting financial creditors were further allotted 25,26,316 equity shares at face value of 10 each aggregating to Rs. 253 Lakhs approx. representing 4% of the issued & paid up equity share capital of the Company.

The current authorized share capital of the Company stands at Rs.90,00,00,000/- divided into 8,00,00,000 equity shares of Rs.10/-each and 10,00,000 Preference Shares of INR 100 each.

The paid-up share capital of the Company stands at Rs.63,15,78,950 /-divided into 6,31,57,895 equity shares of Rs.10/-.

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:

i. By virtue of the Resolution Plan approved by Hon’ble NCLAT, Chennai dated 06.10.2023, the then Board of Directors and KMPs of the

Company were replaced with the following Directors and KMPs:

Appointments:

Name	Designation	Date
Mr. Gorinka Jaganmohan Rao	Independent Director, Chairman	12.10.2023
Mr. Ravinder Reddy Kondareddy	Managing Director and Chief Executive Officer	12.10.2023
Mr. Prabhaker Reddy Solipuram	Non-Executive Director	12.10.2023
Mr. Anirudh Reddy Kondareddy	Non-Executive Director	12.10.2023
Mr. Puli Venkata Krishna Reddy	Independent Director	12.10.2023
Ms. Pooja Reddy Konda Reddy	Non-Executive Director	12.10.2023
Mr. Pradyumna Kodali	Chief Financial Officer	12.10.2023
Mr. Shivaiah Palla	Company Secretary and Compliance Officer	08.09.2023
Ms. T.A Veena	Company Secretary and Compliance Officer	12.02.2024

Cessations and Resignations:

Name	Designation	Date
Mr. P Prabhakar Reddy	Chairman and Managing Director	12.10.2023
Mrs. P Kameswari	Non-Executive Director	12.10.2023
K. Narsimha Rao	Non-Executive Director	12.10.2023
Devraj Govind Raj	Non-Executive Independent Director	12.10.2023
Mr. Shivaiah Palla	Company Secretary and Compliance Officer	12.02.2024

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 subsection (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 Seven (7) times on 29.05.2023, 14.08.2023, 08.09.2023, 20.10.2023, 10.11.2023, 11.12.2023 and 12.02.2024 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 12th February 2024. The Board discussed the performance evaluation reports of the Board, Board Committees, Individual Directors, and Independent External Persons. 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) Regulation 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 -6 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 Rs.1,02,00,000/- and above per annum or Rs.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. Ravinder Reddy Konda Reddy, 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, there is no material or serious observations have been noticed for inefficiency or inadequacy of such controls.

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:

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

23. CEO/ CFO CERTIFICATION:

The Managing Director and Chief Financial Officer Certification on the financial statements as Annexure 10 under regulation 17 (8) of SEBI (Listing Obligations & Disclosure Requirements), Regulations, 2015 for the year 2023-2024 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 on 02.07.2024 in overall interest of the company and to concentrate on the core business post CIRP proceedings. The details of which are mentioned below:

S. No.	Name of the subsidiary	No. of shares held by the VHL	Consideration In Rs.
1.	Crustum Products Private Limited	40,00,000	10,00,000/-
2.	Cafe D’ Lake Private Limited	27,44,530	20,00,000/-
3.	Minerva Hospitalities Private Limited	46,69,267	5,00,000/-
4.	Viceroy Chennai Hotels & Resorts Private Limited	10,000	1,00,000/-
5.	Banjara Hospitalities Private Limited	31,80,000	30,00,000/-

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 NOT IN COMPLIANCE WITH THE REQUIREMENTS OF THE ACT:

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 22nd 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 Rs. 5,000/- Lakhs from Kotak Mahindra Bank.

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 2023-24, there were no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict

with the interest of the Company at large other than infusion of Rs. 6000.00 Lakhs by Loko Hospitality Private Limited towards subscription of 6,00,00,000 shares of the company as promoter and loan of Rs. 7,589.27 Lakhs towards repayment of debts as approved in the Resolution Plan approved by the Hon’ble NCLAT dated 06.10.2023.

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 so granted are reviewed and approved by the Audit Committee and the Board of Directors on a quarterly basis. The summary statements are supported by an independent audit report certifying that the transactions are at an arm’s length basis and in the ordinary course of business.

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: ---- Rs. 2,725.28 Lakhs

2. Foreign Exchange Outgo: ---- Rs. 1,348.16 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 with the Stock Exchanges read with Section 177 of the Companies Act, 2013 are 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 with the Stock Exchanges read with Section 178 of the Companies Act, 2013 are 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 with the Stock Exchanges read with Section 178 of the Companies Act, 2013 are 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 31st March, 2023, however since the company’s losses during the preceding two years exceeded its profits, the company did not have to spend any amount towards Corporate Social Responsibility during the year under review.

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.vicerovhotels.in

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

The only significant order passed by the regulators or courts was order by the Hon’ble NCLT dated June 9, 2023 and by Hon’ble NCLAT dated October 10, 2023 pertaining to Corporate Insolvency Resolution Process (“CIRP”), the details of which are mentioned elsewhere in the report.

The company also received an order from the Hon’ble High Court of Telangana in its favour against Waqf Board on a land dispute case .

34. STATUTORY AUDITORS AND STATUTORY AUDITORS REPORT:

• At the Board Meeting held on 10.11.2023, M/s. PCN & Associates, resigned as Statutory Auditors of the Company causing Casual Vacancy.

• The Board of Directors in its meeting held on 11.12.2023 appointed M/s. Deva & Co., Chartered Accountants as the Statutory Auditors of the Company till the conclusion of 59th Annual General Meeting to fill the above casual vacancy.

• Accordingly, vide postal ballot results dated 24.05.2024, the members of the company approved the appointment of M/s. Deva & Co, Chartered Accountants as Statutory Auditors of the company until the conclusion of forthcoming 59th Annual General Meeting for the financial year 2023-24.

The Auditors’ Report for fiscal 2024 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 on basis of audited financial results of the Company for the Financial Year ended March 31,2024 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 30.05.2024, was given by Mr. Seshadri Vasan Gollur, Practicing Company Secretary 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 Mr. Seshadri Vasan Gollur, Practicing Company Secretary (CP No. 26490) as the Secretarial Auditor of the Company, for conducting the Secretarial Audit for financial year ended March 31,2024.

The Report given by the Secretarial Auditor is annexed herewith as Annexure - 5 and forms integral part of this Report.

The observations in the Secretarial Audit Report are selfexplanatory and do not require any comments thereon.

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 by the Internal Auditor of the Company on quarterly basis by M/s. Murthy & Kanth, Chartered Accountants., the Internal Auditors of the Company.

Deviations are reviewed periodically and due compliance 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 2023-24.

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 31,2024.

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 2023-24. 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. independence 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.

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, an annual return is uploaded on website of the Company www.vicerovhotels.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 familiarisation

programme for Independent Directors is disclosed on the Company’s website https://www.vicerovhotels.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 - 7 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 NonExecutive 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 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:

There are no major agreements / MoUs entered by the company except for the ones included as part of the CIRP process.

51. 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).

52. 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:

During the year 2023-24, there were no complaints received by the Company.

Constitution of Committee:

Name	Designation
Penugonda Naga Divya	Presiding Officer
Ranjit Sadashiv Shirgaonkar	Member
Sachin Sandu Jadhav	Member
Swati Dey	Member
N. Seeta Laxmi	External Member

All employees are covered under this policy. During the financial year 2023-24, there were no complaints received by the Committee.

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

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

54. FAILURE TO IMPLEMENT CORPORATE ACTIONS:

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

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

During the financial year 2017-2018, Corporate insolvency resolution process (“CIRP”) was initiated pursuant to a petition filed by one of its financial creditors, Asset Reconstruction Company (India) Limited (“ARCIL”) under Section 7 of the Insolvency and Bankruptcy Code, 2016 (“IBC”). ARCIL filed the petition before the National Company Law Tribunal, State Bench, Hyderabad (“Adjudicating Authority”) vide Company Petition No. (IB)-219/7/(HBD)/2017 on July 03, 2017. The Adjudicating Authority admitted the said petition and the CIRP for the Company commenced on March 12, 2018. Pursuant to this, based on the application made by the Committee of Creditors of the Company (“COC”), the Hon’ble NCLT appointed Dr G.V. Narasimha Rao (“RP”) as the new Resolution Professional for conducting Corporate Insolvency Resolution Process vide order dated April 13, 2022. Pursuant to COC’s approval of resolution plan dated September 29, 2022 as submitted by the Resolution Applicant, Anirudh Agro Farms Limited (“AAAFL”), RP has filed an application for the approval of the resolution plan as submitted by AAFL before Hon’ble NCLT on November 11,2022. NCLT rejected the said resolution plan on June 9, 2023 on technical grounds. The order of NCLT was challenged before the Hon’ble National Company Law Appellate Tribunal, Chennai Bench (“NCLAT”). On October 6, 2023, NCLAT pronounced an order in CA(AT)(CH) (Ins).No.166 of 2023 & 183 of 2023, appeals filed by the AAFL and COC respectively and allowed the IA (IBC) 1343 of 2022 in CP(IB) N0.219/2017, an application filed by the RP for approval of the Resolution Plan submitted by AAFL with NCLT under section 30 & 31 of the Insolvency and Bankruptcy Code, 2016.

The impact of the NCLAT Order is effective from the Trigger Date,

i. e. October 10, 2023 and the same is reflected in the financial results for the year ended March 31,2024.

Accordingly, keeping in view the Order dated October 10, 2023:

ii. As per the Resolution Plan and the order of NCLAT Monitoring Committee (“MC”) consisting of Managing Agent (former RP), 2 representatives from CoC (assenting creditors) and 2 representatives from AAFL were appointed. AAFL, through its SPV, Loko Hospitality Private Limited

infused the share capital (first tranche as per Resolution Plan) of Rs.60,00,00,000 (Rupees Sixty Crores only) towards subscription of Equity shares and accordingly MC confirmed that October 10, 2023 as the Trigger Date for the Resolution Plan and for payment of CIRP cost and employee related dues, and payment to financial creditors in terms of the approved Resolution Plan.

The Monitoring Committee in its meeting held on October11,2023 has also approved the following in terms of the Resolution Plan:

5. Cancellation and extinguishment of 56,87,781 Equity shares of Rs.10/- each held by the erstwhile Promoter Group.

6. The Equity Shares held by the Existing Public Shareholders were stand restructured, reduced, reorganized, consolidated and extinguished (as required) as a part of this Resolution Plan such that the Equity Shares held by the existing Public Shareholders post such restructuring and reorganization shall be 6,31,579 Equity Shares constituting 1% (one percent) of the issued and paid-up equity share capital of the Company

7. Issuance of 6,00,00,000 Equity Shares Face Value of Rs.10/- each to the Loko Hospitality Private Limited, the SPV of Resolution Applicant representing 95% of the issued & paid up equity share capital of the Company

8. The assenting financial creditors were further allotted 25,26,316 equity shares at face value of 10 each aggregating to 253 Lakhs approx. representing 4% of the issued & paid up equity share capital of the Company

56. 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.vicerovhotels.in.

57. 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: 6,00,00,000 shares were allotted to Loko Hospitality Private Limited as part of infusing funds in the company and 25,26,316 to financial creditors by way of preferential allotment as per approved Resolution Plan by Hon’ble NCLAT.

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 at the end of financial year under review. However, it does not have an associate company and 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.

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

During the year no company have become or ceased to be its Joint Ventures or Associate Companies. However, Company had 5 wholly owned subsidiaries which were sold and ceased to be its wholly owned subsidiaries pursuant to shareholder’s approval dated 24.05.2024 but not during the financial year 2023-24.

S. No.	Designation
1.	Crustum Products Private Limited
2.	Cafe D’ Lake Private Limited
3.	Minerva Hospitalities Private Limited
4.	Viceroy Chennai Hotels & Resorts Private Limited
5.	Banjara Hospitalities Private Limited

61. DETAILS RELATING TO DEPOSITS, COVERING THE FOLLOWING:

The Company has not accepted any public deposits during the Financial Year ended March 31, 2024 and as such, no amount of principal or interest on public deposits was outstanding as on the date of the balance sheet.

62. CREDIT & GUARANTEE FACILITIES:

The Company has not availed credit and guarantee facilities.

63. 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.

64. 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 upmost 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.

65. 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.

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

During the year under review, company has not raised any funds from public or through preferential allotment except for as part of the preferential allotment of 6,00,00,000 equity shares allotted to Loko Hospitality Private Limited, the new promoters of the company as per the resolution plan.

67. 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

Ravinder Reddy Kondareddy Gorinka Jaganmohan Rao

Place: Hyderabad Managing Director & CEO Chairman and Independent Director

Date: 15.07.2024 (DIN: 00040368) (DIN: 06743140)

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Mar 31, 2023

The Resolution Professional presents the 58^th Annual Report of Viceroy Hotels Limited along with the Audited Statement of Accounts of the Company for the year ended 31^st March 2023.

PERFORMANCE / FINANCIAL RESULTS/STATE OF COMPANY''S AFFAIRS:

The financial performance of the Company, for the year ended March 31, 2023 is summarized below:

(Rupees in Thousands)
PARTICULARS	STANDALONE
	2022-23	2021-22
Income from Operations	9,63,996	4,29,806
Other Income	23,544	39,955
Total Revenue	987530	4,69,761
Cost of Materials Consumed	1,32,440	96,702
Employee Benefit Expenses	1,89,899	1,32,106
Fuel, Power & Light	91,677	62,116
Finance Cost	8,624	4,319
Depreciation and Amortization Expenses	84,426	84,994
Other Expenses	4,26,244	1,89,750
Total Expenses	9,35,265	5,59,987
Profit before Tax and Extraordinary Items	52,265	(90,227)
Exceptional Items	-	-
Provision for Current Tax	-	-
Deferred Tax	4,640	8,230
Profit after Tax	47,625	(98,456)

(Rupees in Thousands)
PARTICULARS	CONSOLIDATED
	2022-23	2021-22
Income from Operations	11,59,530	6,52,600
Other Income	40,450	54,701
Total Revenue	11,99,980	7,07,301
Cost of materials Consumed	3,38,661	3,69,186
Employee Benefit Expenses	2,06,348	1,44,994
Fuel, Power & Light	91,677	53,495
Finance Cost	8,706	7,465
Depreciation and Amortization Expenses	85,936	91,105
Other Expenses	4,66,154	3,00,101
Total Expenses	11,95,481	9,66,346
Profit before Tax and Extraordinary Items	4,499	(2,59,045)
Exceptional Items	-	-
Provision for Current Tax	-	-
Deferred Tax	5,048	4.038
Profit after Tax	(549)	(2,63,083)

FINANCIAL PERFORMANCE STANDALONE

Your Company achieved a gross turnover of Rs. 96,39,96,000 for the period ended March 31, 2023 as against Rs. 42,98,06,000 for the previous year ended March 31, 2022. On an annualized basis, turnover for the current period ended March 31, 2023 increased as compared to the previous period.

CONSOLIDATED

Your Company achieved a gross turnover of Rs. 1,15,95,30,000 for the period ended March 31, 2023 as against Rs. 65,26,00,000 for the previous year ended March 31, 2022. On an annualized basis, turnover for the current period ended March 31, 2023 increased as compared to the previous period.

APPOINTMENT OF RESOLUTION PROFESSIONAL

National Company Law Tribunal (NCLT) has initiated Corporate Insolvency Resolution Process (CIRP) in respect of Viceroy Hotels Limited ( "the Company" ) under the provisions of the Insolvency and Bankruptcy Code, 2016 ( "the Code" ) with effect from March 12, 2018.

In this connection, Dr. CMA Karuchola Koteswara Rao (IP Registration No. IBBI/IPA-003/IP-N00039/2017-18/10301) has been appointed as an Interim Resolution Professional (IRP) to carry out the activities relating to CIRP as per the rules, regulations and guidelines prescribed by the Code.

The Committee of Creditors (''COC'') in its first meeting held on 09/04/2018 appointed Mr. Karuchola Koteswara Rao (who was appointed as IRP pursuant to an order of the Honorable National Company Law Tribunal, Hyderabad Bench (''NCLT'') dated 12th March, 2018) as RP of the company.

The Committee of Creditors (''COC'') in its meeting held on 28/03/2022 appointed Dr. Govindarajula Venkata Narasimha Rao as Resolution Professional in place of Mr. Karuchola Koteswara Rao pursuant to an order of the Honorable National Company Law Tribunal, Hyderabad Bench (''NCLT'') dated 13th April, 2022) as Resolution Professional of the company.

During this period, the NCLT has prescribed moratorium period for prohibiting all of the following namely:

I. The institution of suits or continuation of pending suits or proceedings against the corporate debtor including execution of any judgment, decree or order in any court of law, tribunal, arbitration panel or other authority.

II. Transferring, encumbering, alienating, or disposing of by the corporate debtor any of its assets or any legal right or beneficial interest therein.

III. Any action to foreclose recover or enforce any security interest created by the corporate debtor in respect of its property including any action under the securitization and reconstruction of financial assets and enforcement of security interest act, 2002.

IV. The recovery of any property by owner or lessor where such property is occupied by or in the possession of the corporate debtor.

As per Section 17 of the Insolvency and Bankruptcy Code from the date of appointment of the interim Resolution Professional -

a) the management affairs of the company shall vest in the resolution professional.

b) the power of the board of directors company shall stand suspended and be exercised by the Resolution Professional.

c) the officers and managers of the company shall report to the resolution professional and provide access to such documents and records of the company as may be required by the interim resolution professional.

d) the financial institutions maintaining accounts of the company shall act on the instructions of the interim resolution professional in relating to such accounts furnish all information relating to the company available with them to the Resolution Professional.

As per the provisions of the Insolvency and Bankruptcy Code, 2016 (IBC), the Committee of Creditors of M/s Viceroy Hotels Limited has been approved by the resolution plan submitted by M/s Anirudh Agro Farms Limited identified as a successful resolution applicant. The said resolution plan has been rejected by Hon''ble NCLT, Hyderabad Bench vide order dt. 09.06.2023. CoC has filed an appeal in Hon''ble NCLAT against said order. The same is subjudice.

DIVIDEND

The Board does not recommend any dividend for the financial year.

TRANSFER TO RESERVES

For the financial year ended 31^stMarch, 2023, the Company has not transferred any amount to General Reserve Account.

SUBSIDIARIES

The Company has 5 subsidiaries as on March 31, 2023. There has been no material change in the nature of the business of the subsidiaries. The Consolidated Financial Statements prepared by the Company include the financial information of subsidiary companies, namely Cafe D Lake Private Limited, Crustum Products Private Limited, Viceroy Chennai Hotels &Resorts Private Limited, Minerva Hospitalities Private Limited and Banjara Hospitalities Private Limited.

Cafe D Lake Private Limited:

Cafe D Lake Private Limited which operates all the restaurants businesses of Minerva Coffee-shop, Blue Fox Bar & Restaurant, Eat Street and Water Front has achieved a turnover of Rs. 6.39 crores for the year ended 31st March, 2023 against Rs.5.55 Crores for previous year. However, there was a net Loss of Rs. 0.89 Crores for the year ended 31st March, 2023 as against the loss of Rs. 8.53 Crores for the previous year.

Crustum Products Private Limited:

During the year under review there is no income from operations. The net loss for the year ended 31st March, 2023 is Rs. 0.11 Lakhs as against net loss of Rs. 0.12 Lakhs in the previous year.

Viceroy Chennai Hotels & Resorts Private Limited:

Viceroy Chennai Hotels & Resorts Private Limited has no operations commenced as on date. Minerva Hospitalities Private Limited:

Minerva Hospitalities Private Limited has not commenced operations as on date.

Banjara Hospitalities Private Limited

Banjara Hospitalities Private Limited has not commenced operations as on date.

DETAILS OF COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES DURING THE YEAR

During the Financial Year 2022-23, no company ceased to be subsidiary of the company and your company does not have any associates or joint ventures.

CONSOLIDATED FINANCIAL STATEMENTS

As required pursuant to the provisions of Section 129 of the Companies Act, 2013, and the Securities and Exchange Board of India (Listing Regulations and Disclosure Requirements) Regulations, 2015, the Consolidated Financial Statements of the Company are prepared in accordance with the Accounting Standards issued by the Institute of Chartered Accountants of India on the basis of the audited financial statements of the Company and its subsidiaries.

The Statement containing salient features of the financial statements of the subsidiaries in Form AOC-1 is attached as ''Annexure I'' to this Annual Report.

BOARD OF DIRECTORS

Consequent to an order of the Honorable National Company Law Tribunal, Hyderabad Bench (''NCLT'') dated 12th March,2018, the Company is currently under Corporate Insolvency Resolution Process (''CIRP'') as per the provisions of the Insolvency and Bankruptcy Code, 2016 (IBC) and as per Section 17 of the Code, the powers of the Board of Directors of Viceroy Hotels Limited (Corporate Debtor) stands suspended and such powers shall be vested with Dr. Govindarajula Venkata Narasimha Rao, Resolution Professional.

Dr. Govindarajula Venkata Narasimha Rao (Registration No. IBBI/IPA-003/IPN00093/2017-18/10893) has been appointed as the new Resolution Professional (RP) in place of Mr. Karuchola Koteswara Rao, Insolvency Professional (Registration No. IBBI/IPA- 003/IP-N00039/2017-18/10301) for conducting Corporate Insolvency Resolution Process of Viceroy Hotels Limited in terms of the Order dated April 13, 2022 of the Hon''ble National Company Law Tribunal, Hyderabad.

KEY MANAGERIAL PERSONNEL

There are change in the Key managerial Personnel of the Company during the year under review.

Ms. N. Sharon Sneha has resigned from the post of Company Secretary and Compliance Officer of the company w.e.f 10/08/22 and Mr. Sreedhar Singh Munisingh was super annuated from the post of Chief Executive Officer of the Company with effect from 30th May, 2022.

DECLARATION BY INDEPENDENT DIRECTORS

NOT APPLICABLE since in terms of Section 17 of the Code, on commencement of the Corporate Insolvency Resolution Process (CIRP), the powers of the Board of Directors of VHL stands suspended and the same are being exercised by Dr. Govindarajula Venkata Narasimha Rao. The management of the affairs of VHL has been vested with Dr. Govindarajula Venkata Narasimha Rao.

STATEMENT REGARDING OPINION OF THE BOARD WITH REGARD TO INTEGRITY, EXPERTISE AND EXPERIENCE (INCLUDING THE PROFICIENCY) OF THE INDEPENDENT DIRECTORS APPOINTED DURING THE YEAR: NOT APPLICABLEMEETINGS

During the year, Five meetings of the Board of Directors (RP) were held as more particularly disclosed in the attached Report on Corporate Governance. The intervening gap between any two meetings was within the prescribed period.

The number and dates of meetings held by the Board (RP) and its Committees, attendance of Directors and details of remuneration paid to them is given separately in Corporate Governance Report in terms of Section 134(3)(b) of the Companies Act, 2013.

BOARD EVALUATION

As mandated under the Companies Act, 2013, and the SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015, the annual performance evaluation of the Directors individually vis-a-vis the Board and its committees have been carried out. The manner of such evaluation has been disclosed in the Corporate Governance Report.

In terms of Section 17 of the Code, on commencement of the Corporate Insolvency Resolution Process (CIRP), the powers of the Board of Directors of VHL stands suspended and the same are being exercised by Dr. Govindarajula Venkata Narasimha Rao. The management of the affairs of VHL has been vested with Mr. Govindarajula Venkata Narasimha Rao.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134 (5) of the Companies Act, 2013, your Directors (RP) confirm that to the best of their knowledge and belief and according to the information and explanation available to them,

I. In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

II. Such accounting policies as mentioned in the notes to the financial statements have been selected and applied consistently and judgments and estimates that are reasonable and prudent made so as to give a true and fair view of the state of affairs of the Company at the end of the financial year 2022-23 and of the statement of Loss of the Company for that period;

III. Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

IV. The annual accounts for the year 2022-23 have been prepared on a going concern basis;

V. That the proper internal financial controls were in place and that the financial controls were adequate and were operating effectively.

That systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

SHARE CAPITAL

The paid-up Equity Share Capital as on March 31, 2023 was Rs. 42,40,52,240. During the year under review the company has not issued any shares or any convertible instruments.

CHANGE IN NATURE OF BUSINESS

There is no change in the nature of business during the year.

MATERIAL CHANGES AND COMMITMENTS

In terms of Section 17 of the Code, on commencement of the Corporate Insolvency Resolution Process (CIRP), the powers of the Board of Directors of VHL stands suspended and the same are being exercised by Dr. Govindarajula Venkata Narasimha Rao. The management of the affairs of VHL has been vested with Dr. Govindarajula Venkata Narasimha Rao.

POLICY ON DIRECTOR''S APPOINTMENT AND REMUNERATION AND OTHER DETAILS

The Board has, on the recommendation of the Nomination and Remuneration Committee framed a policy for selection and appointment of Directors and Senior Management personnel and fix their remuneration. The Remuneration Policy is posted on the website of the Company at the link: www.viceroyhotels.in

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

The particulars of loans, guarantees and investments under section 186 of Companies Act.2013, have been disclosed in the financial statements.

ANNUAL RETURN:

A Copy of Annual Return of your Company, in terms of section 92(3) of the Companies Act,

2013 is placed on the website of the Company at www.viceroyhotels.in

PARTICULARS OF EMPLOYEES

In terms of the provisions of Section 197(12) of the Companies Act, 2013 read with Rule 5(2) and 5(3) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules,

2014 a statement showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules are provided in ''Annexure VI'' to this report.

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Board has adopted policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Company''s policies, safeguarding of its assets,

prevention and detection of frauds and errors, accuracy and the completeness of the accounting records, and timely preparation of reliable financial disclosures.

The details in respect of internal financial control and their adequacy are included in the Management Discussion & Analysis, which forms part of this report.

STATUTORY AUDITORS

M/s. P C N & Associates., Chartered Accountants, Firms Registration number: 016016S, were appointed as Statutory Auditors of the Company for a period of 5 Years from the Conclusion of 57 Annual General Meeting of the Company till the conclusion of 62 Annual General Meeting of the Company subject to ratification by members in every Annual General Meeting.

With reference to observations made in Auditors report, the notes of account is selfexplanatory and therefore do not call for any further comments. The results for the year ended March 31, 2023 have been subjected to an audit by the Statutory Auditors of the company and a qualified report has been issued by them thereon.

Qualifications of Auditor for the year 2022-23:

a) Capital Work In progress: The Company has converted capital work in progress into Fixed Assets during the F.Y 2017-18 of an amount of Rs.111.94 Crores. However, the company has not submitted us any valuation certificate towards capitalization of fixed assets of Rs.111.94 crores, and the depreciation claimed by the company towards such capitalization of fixed assets for the F.Y 2017-18 is Rs.358.34 Lakhs, F.Y 2018-19 Rs.599.98 Lakhs and FY 2019-20 is Rs. 601.63 Lakhs and FY 2020-21 is Rs.600.05 lakhs and FY 2021-22 is Rs.600.24 Lakhs and FY 202223 is Rs.600.02 lakhs which increase the Loss to that Extent, As we could not obtain sufficient audit evidence in this regard and the capitalization is not in compliance with the generally accepted accounting principles we are unable to comment upon the true and fair view of the same. (Refer Note no.42)

The company has passed board resolution on 26-08-2017 for converting Capital work in progress of Rs. 111 .94 Crores to fixed assets. The depreciation claimed by the company on capitalization of fixed assets for the F.Y 2017-18 is Rs.358.34 Lakhs, F.Y 2018-19 is Rs.599.98 Lakhs, FY 2019-20 is Rs. 601.63 Lakhs and FY 2020-21 is 600.05 Lakhs.

b) Forfeiture of advance: The Company has forfeited an advance of amounting to Rs.134.65 Crores received from Mahal Hotel Private Limited, Bhagyanagar Investments and trading private limited and Ganga Industrial Corporation Limited in the F.Y 2013-14 and adjusted in slump sale proceeds as disclosed in the annual report of F.Y 2013-14. In the financial year 2017-18 again the company has 11ecognized the forfeited advances in the books of accounts as liability which is not in line with the IND AS accounting policies, also the management of the company has not provided us any supporting document towards re recognition of such advances as liability in the books of accounts in the F.Y 2017-18. As per the Business transfer agreement (BTA) entered between Viceroy Hotels Limited and Mahal Hotels Limited dated 02^nd April, 2011, the company M/s Viceroy Hotels Ltd received an advance of Rs.124.52 Crores (Included in above said advance Rs.,134.65 Crores). The date of termination of the agreement is 31.12.2011. In the event of termination, the company is liable to repay the advance along with the interest @2% per month till the date of repayment. However, no interest has been paid or provided by the company in its Books of Accounts since the termination of the agreement, which is not in line with the accounting principles. Hence, we are unable to comment upon the true and fair view of the same. (Note No:43)

The company has forfeited an amount of Advance of Rs.134.65 crores erroneously in the Financial year 2013-14 (Bhagyanagar Investment &Trading Private Limited-Rs.11.77 Crores, Ganga Industrial Corporation- Rs.0.65 Crores, Mahal Hotel Private Limited Rs.122.23 crores) and the same is taken back into the Books as Exceptional Item in the F.Y2017-18.

c) Directorate of Enforcement: The Directorate of Enforcement made a Provisional Attachment Order in PAO No. 04/2019 dated 26.03.2019 passed by the Deputy Director, Directorate of Enforcement against the M/s Viceroy Hotels Limited of OC No.1118/2019 pending adjudication before the Honorable Adjudicating Authority, PMLA, 2002, from alienating the proceeds of crime in the form of movable and immovable properties which are involved in money laundering and the nonattachment may seriously affect and frustrate the proceedings under PMLA, 2002.

The Directorate of Enforcement has also filed an application under Insolvency and Bankruptcy code 2016 against M/s Viceroy Hotels Limited in respect advances taken from Mahal Hotels Ltd and the same has been accepted by the Hon''ble NCLT on dated 06-05-2019. The resolution professional has challenged the provisional attachment order of Enforcement Directorate, Chennai, before the Hon''ble NCLT, Hyderabad on 08-04-2019. NCLT has raised the attachment of Enforcement Directorate, Chennai. Subsequently Directorate of Enforcement, Chennai has gone to High Court, Chennai vide their writ petition number: WP/29970/2019 which was declared in their favour. Then the resolution professional of Viceroy Hotels Limited has approached Supreme Court and at present it is pending at Supreme Court vide order no SLP© no. 008259/2020. (Note No: 41)

The company has received provisional attachment of immovable and movable properties having a value of Rs. 315.50 Crores from Directorate of Enforcement, Chennai on 26.03.2019.

The resolution professional has challenged the provisional attachment order of Enforcement Directorate, Chennai, before the Hon''ble NCLT, Hyderabad on 08-042019. NCLT has raised the attachment of Enforcement Directorate, Chennai.

Further, as per the Hon''ble NCLT, Hyderabad order dated 11.07.2019 declared that immovable and movable properties of Viceroy Hotels limited can'' t be attached by the Enforcement Directorate - Chennai when the company is under Corporate Insolvency Resolution Process ( "CIRP" ). Subsequently Directorate of Enforcement, Chennai has gone to High Court, Chennai vide their writ petition number: WP/29970/2019 which was declared in their favour. Then the resolution professional of Viceroy Hotels Limited has approached Supreme Court vide registration number. SLP© no. 008259/2020 which is pending at the Supreme Court.

d) NCLT: The Asset Reconstruction Company (India) Ltd (ARCIL) has filed plea under Sec.7 of The Insolvency and Bankruptcy code 2016 against M/s Viceroy Hotels Limited for non-payment of dues and the same has been accepted by the Hon''ble NCLT. Further proceedings are subject to NCLT order. The Resolution Professional has invited Expression of Interest from the prospective bidders for submission of Resolution Plans for revival of the Company. In terms of provisions of the Insolvency and Bankruptcy Code, 2016 (IBC) the resolution plan submitted by M/s CFM Asset Reconstruction Company Private Limited for M/s Viceroy Hotels Limited has been approved by the Committee of Creditors (COC) of the company in its 18^th COC meeting and identified as a successful resolution applicant. However, Hon''ble NCLT, Hyderabad has rejected the resolution plan. The case is pending with Hon''ble NCLAT. The Hon''ble NCLT, Hyderabad appointed Dr G.V. Narasimha Rao as new Resolution Professional for conducting Corporate Insolvency Resolution Process vide order dated April 13, 2023.

Pursuant to COC''s approval of resolution plan dated 29.09.2022 submitted by successful resolution applicant, RP has filed an application for approval of resolution plan before Hon''ble NCLT on 11.11.2022. The Contours of the resolution plan were presented before the Hon''ble NCLT bench and the matter is reserved for orders.(Note No:39)

The Appeal has been filed by IARC seeking to set aside the order of the Hyd NCLT rejecting the Resolution Plan of CFM ARC dated 01-Sep-2021. Both IARC and RP have completed the pleadings and written submissions the primary issue being whether an ARC is disqualified to be a Resolution Applicant. CFM has filed an affidavit in this Appeal seeking to withdraw its Plan and have the Performance Bank Guarantee returned. The NCLAT has passed 2 interim orders one directing the RP to keep the CD as a going concern and the other to have the PBG extended. The next hearing is posted for dated 21^st June 2023.

e) NCLAT: The Appeal has been filed by IARC seeking to set aside the order of the Hyd NCLT rejecting the Resolution Plan of CFM ARC dated 01-Sep-2021. Both IARC and RP have completed the pleadings and written submissions the primary issue being whether an ARC is disqualified to be a Resolution Applicant. CFM has filed an affidavit in this Appeal seeking to withdraw its Plan and have the

Performance Bank Guarantee returned. The NCLAT has passed 2 interim orders one directing the RP to keep the CD as a going concern and the other to have the PBG extended. The next hearing is posted for dated 21^st June 2023. (Note No:40)

f) Loans from Banks or Financial Institutions: During the Financial Year, the company has not provided interest on the loans obtained from various Banks and financial Institutions which is not in accordance with generally accepted accounting principles. Confirmations from Banks/Financial Institutions are not yet received in this regard. Due to the non-provision of interest in the financial statements; the financial statements may not give a true and fair view in this regard. (Note No:44)

MANAGEMENT REPLY

As per the provisions of IBC and CIRP Regulations, claims of all bank / financial institutions are admitted as Financial creditor claims. Since NCLT has prescribed moratorium during the ongoing CIRP process and claims of financial creditors are being dealt in accordance with the provisions of IBC and CIRP regulations. Hence, the company could not provide for the interest expense during the year.

g) Statutory Dues: The Company has not paid the statutory dues for a period more than 6 months is as follows: (Note No:45)

S.No	Particulars	Amount in Rs.
1	TDS	3,34,20,321/-
2	PT	2,56,000/-
	Total	3,36,76,321/-

MANAGEMENT REPLY

The Company is in the process of clearing outstanding statutory dues.

h) Non availability of confirmations Trade Receivables, Trade Payables - In the absence of alternative corroborative evidence, we unable to comment on the extent to which such balances are recoverable. (Note No:46)

The company is in the process of obtaining confirmation from them.

i) Exceptional items: The management decided to written off various assets, capital work in progress etc for an amount of Rs. 291.94 crores in the F.Y 2017-18. However, the company has not made any provision for the same until FY 2016-17. As there is no sufficient appropriate audit evidence for such written off, we are unable to comment on the True and fair value of such written off. (Note No:47)

The Company has passed board resolution on 14-02-2018 for Writing off various Assets, Liabilities, Incomes and Expenses.

j) Tax Disputes: The Company has material tax disputes with the Income Tax department as given under as per the information submitted by the management in this regard. However the company has not made provision for such dues in the financial statements for the year ending 31-03-2023. As per the information submitted by the company to us the following are the cases pending at different levels including the Subsidiary company of M/s Cafe D Lake Private Limited.(Note No:37)

MANAGEMENT REPLY

The company has provided impairment for the investments from F.Y 2017-18 as there is forceable future cash flows from such investments.

k) Tax Disputes: The company has material tax disputes with the Income Tax department, service tax and sales tax departments as given under which is as per the information submitted by the management in this regard. However the company has not made provision for such dues in the financial statements for the year ending 3103-2022. As per the information and explanation submitted by the company to us the following are the cases pending at different levels. (Note No: 37)

Name of the Statue	Nature of Dues	Notice/Demand as per Section/ Order No.	Amount (Rs)	Period to which it relates
Income Tax Act, 1961	Income Tax	154	Rs.44,78,07,687/-	A.Y 2014-15
Income Tax	Income Tax	143(3)	Rs.67,48,29,450/-	A.Y 2014-15

Act, 1961
Income Tax Act, 1961	Income Tax	143(3)	9,20,44,470	A.Y 2016-17
Income Tax Act, 1961	Income Tax	143(3)	9,14,07,210	A.Y 2017-18
Income Tax Act, 1961	Income Tax	147 r.w.s 144	17,56,93,044	A.Y 2015 -16
Income Tax Act, 1961	Income Tax	147 r.w.s 144	12,11,14,973	A.Y 2016-17
Income Tax Act, 1961	Income Tax	U/S 115 WE	2,49,758	A.Y. 2009-10
Income Tax Act, 1961	Income Tax	U/S 154	9,51,500	A.Y. 2009-10
Income Tax Act, 1961	Income Tax	U/S 154	4,86,570	A.Y. 2010-11
Income Tax Act, 1961	Income Tax	U/S 154	21,68,058	A.Y. 2011-12
Income Tax Act, 1961	Income Tax	U/S 143 1a	7,71,640	A.Y. 2012-13
Income Tax Act, 1961	Income Tax	U/S 154	4,23,100	A.Y. 2015-16
Income Tax Act, 1961	Income Tax	U/S 220(2)	2,83,835	A.Y 2009-10
Income Tax Act, 1961	Income Tax	U/S 220(2)	2,59,688	A.Y 2009-10
Telangana Entertainment Tax Act,1939	Entertainment Tax	ADC Order No. 1082, dated 29.12.2016	40,98,379	F.Y.2010-11 to F.Y. 2013-14
Telangana Entertainment Tax Act,1939	Entertainment Tax	As per Telangana Commercial taxes department arrears notice	31,51,882	F.Y 2010-13

		dated: 26.02.2020
Telangana Value Added Tax Act,2005	Entertainment Tax	As per Telangana Commercial taxes department arrears notice dated:	3,48,128	F.Y 2015-16
Telangana Value Added Tax Act,2005	Entertainment Tax	As per Telangana Commercial taxes department arrears notice dated: 26.02.2020	3,26,732	F.Y 2015-16
Telangana Value Added Tax Act,2005	Entertainment Tax	As per Telangana Commercial taxes department arrears notice dated: 26.02.2020	1,59,426	F.Y 2016-17
Telangana Value Added Tax Act,2005	Entertainment Tax	As per Telangana Commercial taxes department arrears notice dated: 26.02.2020	3,41,030	F.Y 2016-17
Telangana Value Added Tax Act,2005	Entertainment Tax	As per Telangana Commercial taxes department arrears notice dated: 26.02.2020	17,33,783	F.Y 2016-17

Telangana Value Added Tax Act,2005	Entertainment Tax	As per Telangana Commercial taxes department arrears notice dated: 26.02.2020	1,74,256	F.Y 2016-17
Telangana Value Added Tax Act,2005	Entertainment Tax	As per Telangana Commercial taxes department arrears notice dated: 05-012021	2,46,905/-	F.Y 2016-17
Telangana Value Added Tax Act,2005	Entertainment Tax	As per Telangana Commercial taxes department arrears notice dated: 05-012021	2,69,675/-	F.Y 2016-17
Service tax Act	Service tax	Deferential service tax amount	85,061/-	F.Y 2017-18

Service Tax

Sl. No.	SCN O.R. No.	OIO/OIA No. and Date	Period	Demand (Rs.)
1	O.R. No.95/2012-Adjn (ST) (Commr) dt.23.04.2012	OIO No.HYD-EXCUS-000-COM-21-16-17 dt.25.05.2016	2006-07 to 2010-11	7,31,65,038/-
2	O.R.No. 54/2013-Adjn (ST) (Commr) dt.18.06.2013	OIO No.HYD-EXCUS-000-COM-22-16-17 dt.25.05.2016	April, 2011 to March, 2012	2,41,663/-
3	O.R.No. 84/2013-Adjn (ST) (Commr) dt.19.05.2014	OIO No.HYD-EXCUS-000-COM-23-16-17 dt.25.05.2016	April, 2012 to June, 2012	2,85,941/-

4	O.R.No. 164/2014-Adjn (ST) (Commr) dt.26.09.2014	OIO No.HYD-EXCUS-000-COM-24-16-17 dt.25.05.2016	July, 2012 to March, 2013	26,01,002/-
5	O.R.No. 45/2015-Adjn (ST) (Commr) dt.16.04.2015	OIO No.HYD-EXCUS-000-COM-25-16-17 dt.25.05.2016	April, 2013 to March, 2014	40,29,335/-
6	O.R.No. 73/2016-Adjn (ST) (JC) dt.30.08.2016	OIA No. HYD-SVTAX-000-AP2-0236-17-18 dt.24.11.2017	July, 2012 to March, 2015	13,14,253
7	O.R No.82/2016-Adjn ST Commr. Dt.22.04.16	OIO No.07/2017-ST dt.19.05.2017	April, 2014 to March, 2015	45,26,905/-
8	F.No.DRI/CZU/HRU/26B/ENQ -08 (INT-7)/2014 dt.29.12.2016	OIO No.68847/2019 dt.15.05.2019	2012 to 2016	3,80,41,131/-
9	C.No.V/15/12/2018-Adjn dt.24.04.2018	OIA No. HYD-EXCUS-SC-AP2-0125-18-19 ST dt.26.03.2019	April 2015 to March 2016	20,13,146/-
10	C.No.V/15/12/2018-Adjn dt.29.10.2018	OIO No.15/2018 dt.30.01.2019	April 2016 to June 2017	15,15,857/-
11	O.R.No.57/2018-19-GST-SEC-Adjn-JC dt.15.11.2018		October 2015 to June 2017	1,25,84,491/-

Luxury Tax/ Sales Tax

S.No	Arrear Notice issued by office of the Assistant Commissioner (ST) Gandhinagar Circle Hyd	Period	Demand	Issue	Luxury Tax 50% Paid
1	15.02.2019	2011-12	7,95,429	Dispute of Levy of Luxury Tax on Service Tax	3,97,715
2	15.02.2019	2012-13	10,77,592	Dispute of Levy of Luxury Tax on Service Tax	5,38,796

3	15.02.2019	2013-14	7,58,952	Dispute of Levy of Luxury Tax on Service Tax	3,79,476
4	15.02.2019	2010-11 to 2012-13 ( up to 31.10.2012)01.1 1.2012 to 30.09.2013	15,88,152	Disputed arrears against completion of Revision of Assessment U/VAT Act	0.00

It is not possible to predict the outcome of the pending litigations with accuracy, the company believes, based on legal opinions received, that it has meritorious defenses to the claims. The management believes the pending actions will not require outflow of resources embodying economic benefits and will not have a material adverse effect upon the results of the operations, cash flows or financial condition of the company.

l) Going Concern: The above conditions indicate the existence of material uncertainties which may caste significant doubt on the Company''s abilities to continue as going concern. In the event that the going concern assumption of the company is inappropriate, adjustments will have to be made as not a going concern. However, the financials has not been made with such adjustments for the F.Y2022-23. (Note No:50)

Management believes the status of going concern is not affected and is confident of maintaining the going concern status and is undergoing the CIRP process of IBC Code, 2016

m) Corporate Guarantee: The Company has given corporate guarantee for an amount of Rs.317 crores to Edelweiss Asset Reconstruction company Limited in respect of loans taken by Viceroy Bangalore Hotels Limited which is violating the provisions Specified U/s 186 of The Companies Act 2013. The company has not obtained shareholders permission in the general meeting for such corporate guarantee given( note 37(a).

Hon''ble NCLT vide order dt 02.05.2023 has dismissed the claim of Edelweiss ARC Limited of invocation of corporate guarantee of Rs. 317 Crores. Accordingly, the said contingent liability is extinguished.

Further the Auditors Report for the financial year ended, 31st March, 2023 is appended herewith for your kind perusal and information.

a) The Company has not appointed Chief Financial officer (CFO) for the FY 2022-23. (Note No: 51)

The company have noted the observation and would like to inform you that a potential candidate is shortlisted, who will be appointed in the month of September 2023.

b) The Company has not appointed Company Secretary (CS) for the FY 2022-23. (Note 51)

The company have noted the observation and would like to inform you that a potential candidate is shortlisted, who will be appointed in the month of September 2023.

c) The Company has not appointed Chief Executive Officer (CEO) for the FY 2022-23. (Note 51)

The Company is under CIRP and is in the process of appointing the Chief Executive Officer and so looking for a suitable person to look after the Company.

DETAILS OF FRAUDS REPORTED BY AUDITORS:

During the period under review, there were no frauds reported to the Central Government by the statutory Auditors under Section 143(12) of the Companies Act, 2013.

SECRETARIAL AUDIT

Pursuant to provisions of Section 204 of the Companies Act, 2013, read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the Board (RP) has appointed Mr. A. Someshwara Rao, Practicing Company Secretary, to conduct Secretarial Audit for the financial year 2022-23. The Secretarial Audit Report, pursuant to Section 204(1) of the Companies Act, 2013, for the financial year ended 31st March, 2023 is given in ''Annexure V'' attached hereto and forms part of this Report.

Replies to Qualifications of Secretarial Audit Report for the year 2022-23:

1. Appointment of Company Secretary:

The company have noted the observation and would like to inform you that a potential candidate is shortlisted, who will be appointed in the month of September 2023.

2. Appointment of Chief Executive Officer:

The Company is under CIRP and is in the process of appointing the Chief Executive Officer and so looking for a suitable person to look after the Company.

3. Appointment of Chief Financial Officer:

The company have noted the observation and would like to inform you that a potential candidate is shortlisted, who will be appointed in the month of September 2023.

4. Appointment of Internal Auditor under section 138 of the Companies Act, 2013:

The Company is under CIRP and is in the process of appointing the Internal Auditor who is to be appointed under section 138 of the Companies Act, 2013. The company will comply the same at the earliest.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has formulated a Whistle Blower Policy in terms of Section 177 of the Companies Act, 2013, as per Regulation 22 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Securities and Exchange Board of India (Prohibition of Insider Trading) Regulation, 2015. For the employees to report their grievances / concerns about instances of unethical behavior, actual or suspected fraud or violation of Company''s Code of Conduct by means of Protected Disclosure to the Authorized Officer or the Chairman of the Audit Committee.

The vigil mechanism / whistle blower policy may be accessed on the Company''s website at the link: www.viceroyhotels.in.

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

The details of conservation of energy are given in Management Discussion & Analysis.

FOREIGN EXCHANGE EARNINGS AND OUTGO

As required under Section 134(3)(m) of the Act, read with Rule 8 of the Companies (Accounts) Rules, 2014, the information relating to foreign exchange earnings and expenses is set out in Notes 34 and 35 of the Notes to the Financial Statements.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTY

All related party transactions that were entered into during the financial year were at an arm''s length basis and were in the ordinary course of business. There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large.

During the year, all Related Party Transactions were placed before the Audit Committee and also to the Board for approval. Prior omnibus approval of the Audit Committee was obtained for the transactions which were of a foreseen and repetitive nature.

The Policy on Related Party Transactions as approved by the Board of Directors of the Company is uploaded on the website of the Company and the same can be accessed at the link: www.viceroyhotels.in

The particulars of contracts or arrangements with related parties referred to in sub-section (1) of Section 188 of the Companies Act, 2013, in Form AOC-2 and disclosures under Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, is annexed as ''Annexure II'' to this report.

INSIDER TRADING

Pursuant to SEBI (Prohibition of Insider Trading) Regulations, 2015, the code of Conduct and Code on Fair Disclosure and these codes are available on the website of the company (URL: www.viceroyhotels.in).

DEVELOPMENT AND IMPLEMENTATION OF A RISK MANAGEMENT POLICY FOR THE COMPANY INCLUDING IDENTIFICATION THEREIN OF ELEMENTS OF RISK, IF ANY, WHICH IN THE OPINION OF THE BOARD MAY THREATEN THE EXISTENCE OF THE COMPANY

The company has risk management mechanism and policy in place which mitigates the risk at appropriate situations and there are no elements of risk, which in opinion of board of directors may threaten the existence of the company.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND THE COMPANY''S OPERATIONS IN FUTURE

The application filed by the Asset Reconstruction Company (India) Ltd (ARCIL) against the company under Sec. 7 of The Insolvency Bankruptcy Code 2016, has been approved by the Honorable National Company Law Tribunal, Hyderabad Bench(''NCLT'') dated 12th March, 2018. The Committee of Creditors meeting was conducted and a Resolution Professional was appointed.

Consequent to an order of the Honorable National Company Law Tribunal, Hyderabad Bench (''NCLT'') dated 12th March,2018, the Company is currently under Corporate Insolvency Resolution Process (''CIRP'') as per the provisions of the Insolvency and Bankruptcy Code, 2016 (IBC) and as per Section 17 of the Code, the powers of the Board of Directors of Viceroy Hotels Limited (Corporate Debtor) stands suspended and such powers shall be vested with Dr. Govindarajula Venkata Narasimha Rao., Resolution Professional.

Further there are no significant material orders passed by the Regulators which would impact the going concern status of the Company and its future operations.

FIXED DEPOSITS:

Your Company has not accepted any fixed deposits and as such no principal or interest was outstanding as on the date of the Balance Sheet.

DEPOSITS:

The Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014. There are no unpaid or unclaimed deposits as the Company has never accepted deposits within the meaning of the said Act and the rules made there under.

MAINTENANCE OF COST RECORDS AND COST AUDIT:

Pursuant to Section 148 of the Companies Act, 2013 maintenance of Cost records and Cost Audit is not applicable to the Company.

MANAGEMENT DISCUSSION & ANALYSIS

The Management Discussion and Analysis as required under Schedule V of the Listing Regulations forms an integral part of this report.

CORPORATE SOCIAL RESPONSIBILITY

The Company has not developed and implemented any Corporate Social Responsibility initiatives as section 135 and rules made there under are not applicable to the company.

CORPORATE GOVERNANCE

Your Company practices a culture that is built on core values and ethical governance practices and is committed to transparency in all its dealings. A Report on Corporate Governance along with a Certificate from the Statutory Auditors of the Company regarding compliance with the conditions of Corporate Governance as stipulated in Regulations 17 to 27, clauses (b) to (i) of sub-regulation (2) of Regulation 46 and paragraphs C, D and E of Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,2015 is annexed to this Report.

HUMAN RESOURCES

Your Company considers its Human Resource as the major strength to achieve its objectives. Keeping this in view, your Company takes all the care to attract, train and retain well qualified

and deserving employees. The employees are sufficiently empowered and enabled to work in an environment that inspires them to achieve higher levels of performance. The unflinching commitment of the employees is the driving force behind fulfilling the Company''s vision. Your Company appreciates the contribution of its dedicated employees.

SECRETARIAL STANDARDS DISCLOSURE:

During the year under review the Company has complied with the applicable Secretarial Standards issued by The Institute of Company Secretaries of India.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMAN 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 the Workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

The following is a summary of sexual harassment complaints received and disposed of during the year:

No. of Complaints received: Nil No. of Complaints disposed of: Nil

DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE,2016 DURING THE YEAR ALONGWITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR:

During the year under review the Company has not made any application and there is no pending proceeding under Insolvency and Bankruptcy Code, 2016.

DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF:

During the year under review the Company has not taken any loan from any bank or Financial Institution.

ACKNOWLEDGMENTS

Your directors express their sincere appreciation to the customers, members, dealers, employees, bankers, State and Central Government, Stock Exchanges and all stakeholders for their co-operation and confidence reposed in the Company.

---

Mar 31, 2016

DIRECTORS’ REPORT

Dear Shareholders,

The Directors are pleased to submit 51^st Annual Report of Viceroy Hotels Limited (VHL) along with the audited financial statements for the financial year ended March 31,2016. Consolidated performance of the Company and its subsidiaries has been referred to wherever required.

PERFORMANCE / FINANCIAL RESULTS

The financial performance of the Company, for the year ended March 31, 2016 is summarized below:

(Rupees in Lakhs)

PARTICULARS	STANDALONE		CONSOLIDATED
	2015-16	2014-15	2015-16	2014-15
Income from Operations	8422.21	7730.11	12411.57	10976.73
Other Income	57.84	28.98	62.85	31.16
Total Revenue	8480.06	7759.08	12474.43	11007.89
Profit before Interest and Depreciation	(3100.54)	(3058.43)	3279.59	3350.85
Interest	2483.47	2414.34	2704.27	2546.32
Depreciation	1053.70	1152.35	1339.85	1409.49
Profit before Tax and Extraordinary Items	(436.63)	(508.26)	(764.53)	(604.95)
Extraordinary Items	1855.67	0	1855.67	0
Provision for Current Tax	0	0	0	0
Deferred Tax	13.49	2.88	2.66	(3.01)
Profit after Tax	1432.53	(505.38)	1093.80	(607.97)

DIVIDEND

The Board does not recommend any dividend for the financial year.

SUBSIDIARIES

The Company has 5 subsidiaries as on March 31,2016. There has been no material change in the nature of the business of the subsidiaries.

Cafe D Lake Private Limited:

M/s Cafe D’Lake Private Limited which operates all the restaurants businesses of Minerva Coffee-shop, Blue Fox Bar & Restaurant, Eat Street and Water Front has achieved a turnover of Rs.39.94 Crores for the year ended 31^st March, 2016 as against Rs.32.48 Crores for previous year. However, there was a net Loss of Rs.2.40 Crores for the year ended 31^st March, 2016as against the Net profit of Rs.0.20Coresfor the previous year.

Frustum Products Private Limited:

During the year under review there is no income from operations. The net loss for the year ended 31^st March, 2016 is Rs.0.97 Crores as against net loss of Rs.1.22 Crores in the previous year.

Viceroy Chennai Hotels & Resorts Private Limited:

Viceroy Chennai Hotels & Resorts Private Limited has not commenced operations as on date.

Minerva Hospitalities Private Limited:

Minerva Hospitalities Private Limited has not commence operations as on date.

Banjara Hospitalities Private Limited

A new wholly owned subsidiary with name Banjara Hospitalities Private Limited has been incorporated during the year under review. Pursuant to the Assignment Agreement entered between Central Bank of India and Edelweiss Asset Reconstruction Company Limited (EARCL), Viceroy Hotels Limited transferred its undertaking comprising land situated at Visakhapatnam along with associated Secured Loan of Rs.90.70 Crores to the Banjara Hospitalities Private Limited by way of slump sale. The details of slump sale has-been provided underpointNo.37 of notes to accounts.

ASSOCIATE

Viceroy Bangalore Hotels Private Limited

Viceroy Bangalore Hotels Private Limited is the Associate Company of Viceroy Hotels Limited.

FINANCIALINFORMATIONABOUTSUBSIDIARIESANDASSOCIATECOMPANIES

Pursuant to First Proviso to Sub-section (3) of Section 129 read with Rule 5 of Companies (Accounts) Rules 2014, a statement containing summary of financial information of Subsidiaries and Associate Companies is provided in “Form AOC-I” as Annexure-I to this report. As per the provisions of section 136 of the Act, the financial statements of the Company, consolidated financial statements along with relevant documents and separate audited accounts in respect of subsidiaries, are available on the website of the Company.

DIRECTORS

Mr. P. Chakradhar Reddy has reappointed by the shareholders in 50^th Annual General Meeting held on September 29. 2015.

Mr. Devraj Govind Raj has been Appointed as Additional Director of the Company (under Independent Category) with effect from May 30, 2016. As per the terms of appointment his term of office is for 5 consecutive years, subject to approval of the Members of the Company at the ensuing Annual General Meeting. The above appointment was based on the recommendation of the Nomination and Remuneration Committee.

In accordance with Section 152 of the Companies Act, 2013, Mrs. P Kameswari, Director of the Company retires by rotation in the ensuing Annual General Meeting to be held on September 29, 2016 and being eligible, offered herself for re-appointment. The Board recommends here-appointment.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134(5) of the Companies Act, with respect to Directors’ Responsibility Statement, it is hereby confirmed that:

i. In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

ii. Such accounting policies as mentioned in the notes to the financial statements have been selected and applied consistently and judgments and estimates that are reasonable and prudent made so as to give a true and fair view of the state of affairs of the Company at the end of the financial year 2015-16 and of the profit or loss of the Company for that period;

iii. Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud an do their irregularities;

iv. The annual accounts for the year2015-16 have been prepared on a going concern basis.

v. Those proper internal financial controls were in place and that the financial controls were adequate and were operating effectively.

vi. That systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

MEETINGS OF THE BOARD OFDIRECTORS DURING THE FINANCIALYEAR

Five (5) meetings of the board were held during the year. For details of the meetings of the board, please refer to the corporate governance report, which forms part of this report.

BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and SEBI Regulations, the Board has carried out the annual performance evaluation of its own performance of the Directors individually, as well as the evaluation of the working of its Audit and other committees of the Board.

In a separate meeting of independent Directors, performance of non-independent directors, performance of the board as a whole and performance of the Chairman was evaluated, taking into account the views of executive directors and nonexecutive directors. The same was discussed in the board meeting that followed the meeting of the independent Directors, at which the performance of the Board, its committees and individual directors was also discussed.

POLICY ON DIRECTORS’ APPOINTMENTAND REMUNERATION AND OTHER DETAILS

The Company’s policy on directors ‘appointment and remuneration and other matters provided in Section 178(3) of the Act has been disclosed in the corporate governance report, which forms part of the directors’ report.

INTERNAL FINANCIAL CONTROL SYSTEMSANDTHEIR ADEQUACY

The details in respect of internal financial control and their adequacy are included in the Management Discussion & Analysis, which forms part of this report.

AUDITCOMMITTEE

The details pertaining to composition of audit committee are included in the Corporate Governance Report, which forms part of this report.

STATUTORYAUDITORS

Pursuant to the provisions of Section 139(2) of the Companies Act, 2013 and all other applicable provisions and rules made there under, M/s. P. Murali & Co, Chartered Accounts, Hyderabad, has been appointed by the Shareholders of the Company in their 49^th Annual General Meeting held on September 26, 2014, for a period of three years (i.e. till the conclusion of 52^nd Annual General Meeting) subject to the ratification at every subsequent Annual General Meeting held during the above period. They have confirmed their eligibility under Section 141 of the Companies Act, 2013 and Rules framed there under, for their appointment as Auditors of the Company.

AUDITOR’SOBSERVATIONS

Point No. (vii):

The Board is of the view that with improved business scenario the company will be able to clear all the TDS dues and hopeful and committed to their level best to streamline the same in future.

Point No. (viii):

The Management is committed to repay all the Banks and Institutional dues and making all sincere efforts for this purpose.

SECRETARIALAUDIT

Pursuant to the provisions of Section 204(1) of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Company has appointed M/s. A.N.Sarma& Co., Company Secretaries in Practice, to undertake the Secretarial Audit of the Company for the Financial Year 2016-17. The Secretarial Audit Report for the year ended 31st March, 2016is annexed herewith as Annexure-VII to this Report.

INTERNALAUDITOR

Mr. J. Dasvanth Kumar, who is also an employee of the Company, misacting as Internal Auditor of the Company. PARTICULARSOFLOANS, GUARANTEESANDINVESTMENTS

The particulars of loans, guarantees and investments under section 186 of Companies Act, 2013, have been disclosed in the financial statements.

PUBLICDEPOSITS

During the year under review, your Company has neither invited nor accepted any deposits from the public and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the balance sheet.

CHANGE IN THE NATURE OF BUSINESS

There is no change in the nature of business of the Company.

THE DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS.

There were no non-compliances by the company and no instances of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Company’s operations in future.

MATERIALCHANGESANDCOMMITMENTS

There are no material changes and commitments in the business operations of the company for the financial year ended 31st March, 2016to the date of signing of the Director’s Report.

INFORMATION TO BE FURNISHED UNDER COMPANIES (APPOINTMENTAND REMUNERATION OF MANAGERIAL PERSONNEL) RULES,2014.

Disclosure of information under Rule 5 (i) of Companies (Appointment and Remuneration of Managerial Personnel)Rules, 2014 is enclosed as Annexure-VIII to the Directors Report.

STATEMENT UNDER COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014.

There are no employees drawing remuneration of more than the amount specified under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) rules 2014.

EMPLOYEERELATIONS

The relationship with the employees continues to be cordial. The Directors would like to place on record their appreciation of the services rendered by all the employees of the Company.

ENERGYCONSERVATION,TECHNOLOGY ABSORPTION AND FOREIGNEXCHANGEEARNINGSANDOUTGO

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule, 8 of The Companies(Accounts) Rules, 2014, is provided as point Nos. 31 & 32 under notes to Accounts of Balance Sheet and Profit and Loss Account

EXTRACT OFANNUAL RETURN

As provided under Section 92(3) of the Act, the extract of annual return is given in Annexure-VI in the prescribed Form MGT-9, which forms part of this report.

LISTING

The Equity Shares of your Company are listed on the BSE Limited and the National Stock Exchange of India Limited. It may be noted that there are no payments outstanding to the Stock Exchanges byway of Listing Fees, etc. for the financial year under review.

CORPORATEGOVERNANCE

Management Discussion & Analysis is enclosed as Annexure-III to this report and Report on Corporate Governance is enclosed as Annexure-IV to this Board Report. A Certificate from the Auditors of the Company regarding compliance with the Corporate Governance Norms stipulated also annexed to the Corporate Governance Report.

FAMILIARISATION PROGRAM TO INDEPENDENT DIRECTORS

Details of the familiarization program of the independent directors are available on the website of the Company (URL: www.viceroyhotels.in).

POLICY ON MATERIAL SUBSIDIARIES

Policy for determining material subsidiaries of the Company is available on the website of the Company (URL: www.viceroyhotels.in).

VIGIL MECHANISM AND WHISTLE BLOWER POLICY

The details of Vigil Mechanism and Whistle Blower Policy are available under Corporate Governance Report which forms part of Directors Report.

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

Your Company has in place the Anti-Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013, Internal Complaints Committee (ICC) has been set up to redress complains received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

No. of sexual harassment complaints received: Nil

TRANSACTIONS WITH RELATED PARTIES

Information on transactions with related parties pursuant to Section 134(3)(h) of the Act read with rule 8(2) of the Companies (Accounts) Rules, 2014 are given in Annexure-II in Form AOC-2and the same forms part of this report.

POLICYON RELATED PARTYTRANSACTIONS

Policy on dealing with related party transactions is available on the website of the Company (URL: www.viceroyhotels.in).

INSIDERTRADING

Pursuant to SEBI (Prohibition of Insider Trading) Regulations, 2015, the code of Conduct and Code on Fair Disclosure and these code are available on the website of the company (URL: www.viceroyhotels.in).

ACKNOWLEDGMENTS

Your Directors thank the various Departments of Central/State Government, SEBI, Stock Exchanges, RBI, MCA and other Regulatory Bodies for the continued help and co-operation extended by them. The Directors also gratefully acknowledge all stakeholders of the Company viz. Shareholders, customers, bankers, suppliers and other business associates for the excellent support received from them. The Directors place on record their sincere appreciation to all employees of the Company for their unstinted commitment and continued contribution and confidence reposed in the management.

By Order and on behalf of the Board For Viceroy Hotels Limited

Hyderabad

August 13,2016 Sd/-

P. Prabhakar Reddy

Chairman & Managing Director

DIN:01442233

Regd. Office : #Plot No.20, Sector-I,

Survey No.64, 4th Floor, HUDA Techno Enclave,

Madhapur, Hyderabad - 500 081, Telangana.

Tel : 91 40 - 23119695

E-mail : [e-mail]

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Mar 31, 2015

Dear Members,

The Directors are pleased to submit 50th Annual Report of Viceroy Hotels Limited (VHL) along with the audited financial statements for the Financial Year ended 31st March, 2015. Consolidated performance of the Company and its subsidiaries has been referred to whereverrequired.

PERFORMANCE / FINANCIAL RESULTS

The financial performance of the Company, for the year ended 31st March, 2015 is summarized below:

(Rupees in Lakhs)

PARTICULARS STANDALONE

2014-15 2013-14

Income from Operations 7730.11 7102.50

Other Income 2898 2427

Total Revenue 7759.08 7126.77

Profit before Interest and Depreciation (3058.43) 2858.48

Interest 2414.34 2313.71

Depreciation 1152.35 1341.98

Profit before Tax and Extraordinary Items (508.26) (797.21)

Extraordinary Items 0 (12287.23)

Provision for Current Tax 0 0

Deferred Tax 288 2880

Profit after Tax (505.38) (13055.65)

PARTICULARS CONSOLIDATED

2014-15 2013-14

Income from Operations 10976.73 10470.97

Other Income 3116 24.93

Total Revenue 11007.89 10495.90

Profit before Interest and Depreciation 3350.85 2960.14

Interest 2546.32 2391.40

Depreciation 1409.49 1502.78

Profit before Tax and Extraordinary Items (604.95) (934.59)

Extraordinary Items 0 (12287.23)

Provision for Current Tax 0 25.94

Deferred Tax (3.01) 26.81

Profit after Tax (607.97) (13220.40)

DIVIDEND

The Boarddoesnot recommendanydividendforthe Financial Year 2014-15.

SUBSIDIARIES

The Company has 4 subsidiaries as on 31st March, 2015. There has been no material change in the nature of the business of the subsidiaries.

Cafe D Lake Private Limited:

M/s Cafe D'Lake Private Limited which operates all the restaurants businesses of Minerva Coffee-shop, Blue Fox Bar & Restaurant, Eat Street and Water Front has achieved a turnover of Rs.32.49 Crores for the year ended 31st March, 2015 as against Rs.30.82 Cores for previous year. The Net profit for the year ended 31st March, 2015 is Rs.0.20 Crores as against Rs.0.57Croresinthe previousyear.

New Restaurants under the brand names Minerva & Blue Fox have been launched during the months of April & May 2015 respectively at Madhapur, Hyderabad.

Crustum Products Private Limited:

During the year under review, there is no income from operations. The Net loss for the year ended 31st March, 2015 is Rs.1.22 as against net loss of Rs. 2.21 Crores inthe Previous Year.

Viceroy Chennai Hotels & Resorts Private Limited:

Viceroy Chennai Hotels & Resorts Private Limited has no operations commencedason date.

Minerva Hospitalities Private Limited:

Minerva Hospitalities Private Limited has not commenced operations as on date.

POLICY ON MATERIAL SUBSIDIARIES

Policy for determining material subsidiaries of the Company is available on the website ofthe Company (URL: www.vicerovhotels.com/IR). ASSOCIATE

Viceroy Bangalore Hotels Private Limited

Viceroy Bangalore Hotels Private Limited istheAssociateCompany of "Viceroy Hotels Limited".

Status of'Bangalore Hotel Project'

Asfarasthe Bangalore Hotel Project "Renaissance" is concerned, it is ajoint venture betweenJ. P Morgan having 60% stake and Viceroy Hotels Ltd. having 40% stake. Viceroy Bangalore Hotels Private Limited is formed for taking up the Bangalore Hotel Project under the joint venture arrangement. The project work is almost at nearing stage as all the civil works are completed and interiors of rooms and public areas and the mechanical works/ installation of P&M is are almost at the finishing stage.The hotel is situated in a very prime location in Bangalore i.e. opposite to Race Course. It is a big project with 23 floors and has 277 guest rooms, a three-meal restaurant, bar lounge multi function banquet halls, large function lawn and a large multi-cuisine restaurant on the top most floor of the hotel witha breath taking view of the city.

FINANCIAL INFORMATION ABOUT SUBSIDIARIES AND ASSOCIATE COMPANIES

Pursuant to First Proviso to Sub-section (3) of Section 129 of the Companies Act, 2013 read with Rule 5 of The Companies (Accounts Rules) 2014, a statement containing summary of Financial information of Subsidiaries and Associate Companies is provided in "Form AOC-I" as Annexure-I to this report. As per the provisions of section 136 of the Companies Act, 2013 the financial statements of the Company, consolidated financial statements along with relevant documents and separate audited accounts in respect of subsidiaries, are available on the website ofthe Company.

DIRECTORS

Pursuant to the provisions of Section 149 ofthe Companies Act, 2013, Mr. K. Narasimha Rao, Mr. A. Poornachandra Rao and Mr. P. Narendra were Re-appointed as Independent Directors at the 49th Annual General Meeting of the Company held on September 26,2014. The terms and conditions of appointment of independent directors are as per Schedule iV ofthe Companies Act, 2013. They have submitted a declaration that each of them meets the criteria of independence as provided in Section 149(6) ofthe Companies Act, 2013 and there has been no change in the circumstances which may affect their statusas independent director during the year.

Mr. A. Vijyayavardhan Reddy retired by rotation and being eligible, he was re-appointed by the shareholders in 49th Annual General Meeting held on September 26, 2014. However, he resigned from the office with effect from October 1, 2014.

Mrs. P. Kameswari, has been appointed as an Additional director on March 27, 2015 and shall hold the office up to ensuing Annual General meeting. Your Company is in receipt of notice under section 160 ofthe Companies Act, 2013 for herappointment as Directorofthe Company.

In accordance with Section 152 ofthe Companies Act, 2013, Mr. P Chakradhar Reddy, Directorofthe Company retires by rotation in the ensuing Annual General Meeting to be held on September 29,2015 and being eligible, offered himself for re-appointment.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134(5) ofthe CompaniesAct, 2013 with respect to Directors' Responsibility Statement, it is hereby confirmed that:

i. In the preparation ofthe annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

ii. Such accounting policies as mentioned in the notes to the financial statements have been selected and applied consistently and judgments and estimates that are reasonable and prudent made so as to give a true and fair view of the state of affairs ofthe Company at the end ofthe financial year 2014-15 and ofthe profit or loss ofthe Company forthat period;

iii. Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. The annual accounts forthe year 2014-15 have been prepared on a going concern basis.

v. Those proper internal financial controls were in place and that the financial controls were adequate and were operating effectively.

vi. That systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

MEETINGSOFTHE BOARD OF DIRECTORS DURING THE FINANCIALYEAR

5 (Five) meetings of the board were held during the year. For details of the meetings of the board, please refer to the corporate governance report, which forms part of this report.

BOARDEVALUATION

The Board and the Nomination and Remuneration Committee ("NRC") reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the Board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings etc. In addition, the Chairman was also evaluated on the key aspects of his role.

In a separate meeting of independent Directors, performance of non-independent directors, performance of the board as a whole and performance of the Chairman was evaluated The same was discussed in the board meeting that followed the meeting of the independent Directors, at which the performance of the Board, its committees and individual directors was also discussed.

POLICY ON DIRECTORS' APPOINTMENTAND REMUNERATION AND OTHER DETAILS

The Company's policy on directors' appointment and remuneration and other matters provided in Section 178(3) of the Companies Act, 2013 has been disclosed in the corporate governance report, which forms part of this report.

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The details in respect of internal financial control and their adequacy are included in the Management Discussion & Analysis, which forms part of this report.

AUDIT COMMITTEE

The details pertaining to composition of audit committee are set out in the in the Corporate Governance Report, which forms part of this report.

STATUTORYAUDITORS

Pursuant to the provisions of Section 139(2) of the Companies Act, 2013 and all other applicable provisions and rules made there under, M/s. P.Murali & Co, Chartered Accounts, Hyderabad, has been appointed by the Shareholders of the Company in their 49th Annual General Meeting held on September 26, 2014, for a period of three years (i.e. till the conclusion of 52nd Annual General Meeting) subject to the ratification at every subsequent Annual General Meeting held during the above period. Hence, the shareholders will ratify the appointment of Statutory Auditors till the conclusion of 51st Annual General Meeting.

AUDITOR'S OBSERVATIONS

Point No. vii (a): Company serious pursuing and in the process to clear outstanding TDS/WCT dues.

Point No. ix: Company is making continuous efforts to re-pay the defaulted amounts to the banks through One Time Settlements.

SECRETARIAL AUDIT

Pursuant to the provisions of Section 204(1) of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, M/s. A. N. Sarma & Co, Company Secretaries; Hyderabad, has been appointed as Secretarial Auditors of the Company for the Financial Year 2014-15. The Secretarial Audit Report is annexed as Annexure VII to this report.

INTERNAL AUDITOR

Mr. J. Dashwant Kumar, who is also an employee of the Company is acting as Internal Auditor of the Company.

PARTICULARS OF LOANS, GUARANTEESAND INVESTMENTS

The particulars of loans, guarantees and investments under section 186 of the Companies Act, 2013, have been disclosed in the financial statements.

PUBLIC DEPOSITS

During the year under review, your Company has neither invited nor accepted any deposits from the public and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the balance sheet.

PARTICULARS OF EMPLOYEES

The information required under Section 197 of the Companies Act, 2013 read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014are given below:

a. The ratio of the remuneration of each director to the median remuneration of the employees of the Company for the financial year:

Particulars of Directors and Key Ratio to Median Remuneration Managerial Persons

Executive Directors

Mr. P. Prabhakar Reddy, Chairman and Managing Director 11.48

Non- Executive Directors

Mr. A. Vijayavardhan Reddy (up to 30-09-2014)* 0.04

Mr. P. Chakradhar Reddy (from 5-08-2014)* 0.08

Mrs. P. Kameswari (from 27-03-2015) Not Applicable

Mr. K. Narasimha Rao 0.15

Mr. P. Narendra 0.08

Mr. Poornachandra Rao 0.15

Key Managerial Persons

Mr. K. Gurava Raju 3.17

Ms. Y K. Priyadarshini 1.86

* Since thisinformation is for part of the year, the same is not comparable.

b. The percentage increase in remuneration of each director, chief financial officer, company secretary in the financial year: Not Applicable

c. Thepercentage increase in the median remunerationofemployeesinthefinancial year: 0.00%

d. The number of permanent employees on the rolls of Company: 59

e. The explanation on the relationship between average increase in remuneration and Company performance: There was no increase in remuneration

f. Comparison of the remuneration of the key managerial personnel againstthe performance of the Company:

(Rupees in Crores)

Aggregate remuneration of key managerial personnel (KMP) in FY 2014-15 0.14

Revenue 77.30

Remuneration of KMPs (as % of revenue) 0.18

Profit before Tax (PBT) (5.08)

Remuneration of KMP (as % of PBT) (2.75)

g. Variations in the market capitalization of the Company, price earnings ratio as at the closing date of the current financial year and previous financial year.

Particulars As on 31st As on 31st Change% March, 2015 March, 2014

Market Capitalization Rs.64,56,19,535 Rs.67,84,83,584 (4.84)

Price Earnings Ratio Not Applicable Not Applicable Not Applicable

* Note: Since EPS is negative, there is no price to earning.

h. Percentage increase or decrease in the market quotations of the Shares of the Company as compared to the rate at which the Company came out with the last public offer in the year: Not applicable as the Company has not made any further public issue.

i. Average percentile increase already made in the salaries of employees other than the managerial personnel in the lastfinancialyearand itscomparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration: Not Applicable as there was no such increase in the salaries of employees other than managerial personnel in the last financial year.

j. The key parameters for any variable component of remuneration availed by the directors: Not applicable

k. The ratio of the remuneration of the highest paid director to that of the employees who are not directors but receive remuneration in excess of the highest paid director during the year: None of employees are in receipt of remuneration in excess of the highest paid director

l. Affirmationthat the remuneration is as per the remuneration policy of the Company:

The Company affirms that the remuneration paid to Directors, Key Managerial Personnel and other employees is as per the remuneration policy of the Company.

EMPLOYEERELATIONS

The relationship with the employees continues to be cordial. The Directors would like to place on record their appreciationofthe services rendered by all the employees of the Company.

ENERGY CONSERVATION, TECHNOLOGYABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134 (3) (m) of the Companies Act, 2013, read with Rule 8 of The Companies (Accounts) Rules, 2014, is provided as/under point Nos. 22 & 32 under notes to Accounts of Balance Sheet and Profit and Loss Account.

SIGNIFICANTAND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant material orders passed by the Regulators/Courts which would impact the going concern status of the Companyand itsfutureoperations.

EXTRACT OF ANNUAL RETURN

As provided under Section 92(3) of the Companies Act, 2013, the extract of annual return is given in Annexure VI in the prescribed Form MGT-9, which forms part ofthis report.

LISTING

The Equity Shares of your Company are listed on the BSE Limited and the National Stock Exchange of India Limited. It may be notedthat there are no paymentsoutstanding to the Stock Exchanges by way of Listing Fees etc.

CORPORATEGOVERNANCE

The Company has taken adequate steps to ensure that the conditions of corporate governance as stipulated in clause 49 of the listing agreement of the stock exchange are complied with. As per Clause 49 of the listing agreements entered into with the stock exchanges, corporate governance report with auditors' certificate thereon and management discussion and analysis are attached as Separate Annexure No. IV whichforms part ofthis report.

RISKMANAGEMENT

The Board of the Company has formed a risk management committee to frame, implement and monitor the risk management plan for the Company. The Details about Risk Management Committee and Risk Management Policy are given in the Corporate Governance Report.

FAMILIARISATION PROGRAM TO INDEPENDENT DIRECTORS

Details of the familiarization program of the independent directors are available on the website of the Company (URL: http://www.vicerovhotels.com/I R) VIGIL MECHANISM ANDWHISTLE BLOWER POLICY

The details of Vigil Mechanism and Whistle Blower Policy are available under Corporate Governance Report which forms part of this report.

TRANSACTIONS WITH RELATED PARTIES

The details transactions with related parties falls under the scope of Section 188(1) of the Companies Act, 2013 are provided under Point No. 35 Notes to Financial Statements. However, information on transaction with related parties pursuant to Section 134(3)(h) of the Companies Act, 2013 read with rule 8(2) of the Companies (Accounts) Rules, 2014 are given in AOC -2 as Annexure- II and the same forms part of this report.

POLICYON RELATED PARTY TRANSACTIONS

Policy on dealing with related party transactions is available on the website of the Company (URL: httD://www.viceroyhotels.com/IR)

INSIDERTRADING

Pursuant to SEBI (Prohibition of Insider Trading) Regulations, 2015, the Code of Conduct and Code on Fair Disclosure and these code are available on the website of the company (URL: http://www.viceroyhotels.com/IR)

ACKNOWLEDGEMENTS

Your Directors acknowledge with gratitude and wish to place on record their sincere appreciation for the co-operation received by the Company from various Departments of Central/ State Government, SEBI, Stock Exchanges, RBI, MCA and other Regulatory Bodies for the continued co-operation and support extended during the year. Your Directors also express their sincere thanks to the Shareholders, Customers, Bankers, Suppliers and other Business Associatesfortheir support, co-operation and confidence reposed in the management.

By Order and on behalf of the Board For Viceroy Hotels Limited

Hyderabad August 14,2015

Sd/-

P. Prabhakar Reddy Chairman

---

Mar 31, 2014

Dear Shareholders,

The Directors are pleased to present the 49th Annual Report and the audited accounts for the financial year ended March 31,2014.

Performance / Financial Results

The financial performance of the Company, for the year ended March 31,2014 is summarized below:

(Rupees in Lakhs)

PARTICULARS STANDALONE CONSOLIDATED 2013-14 2012-2013 2013-14 2012-2013

Income from Operations 7102.50 7218.91 10470.97 10891.73

Other Income 24.27 18.77 24.93 18.91

Total Revenue 7126.77 7237.68 10495.90 10910.64

Profit before Interest and Depreciation 2858.48 3038.15 2960.14 3223.65

Interest 2313.71 2270.06 2391.40 2381.66

Depreciation 1341.98 1331.56 1502.78 1489.99

Profit before Tax and Extraordinary Items (797.21) (563.47) (934.05) (648.01)

Extraordinary Items (12287.23) - (12287.23) -

Provision for Current Tax - - 25.94 30.35

Deferred Tax 28.80 14.94 26.81 14.62

Profit after Tax (13055.65) (578.41) (13220.40) (692.97)

Dividend

The Board does not recommend anydividend forthe financial year.

Directors

Mr. K. Jayabharat Reddy, Directorofthe Company retired by rotation in the 48th Annual General Meeting of the Company held on 27th September, 2013. As Mr. Jayabharath Reddy conveyed his unwillingness to be reappointed as Director, it has been decided by the members in the Annual General meeting, not to fill the vacancy so caused.

In accordance with Section 152 of the Companies Act, 2013, Mr. A. Vijayavardhan Reddy, Director, who retire by rotation and being eligible, offered himself for re-appointment.

Mr. P. Chakradhar Reddy has been appointed as an Additional director on August 5,2014 and shall hold the office up to this Annual General meeting. Your Company is in receipt of notice under section 160 of the Companies Act, 2013 for his appointmentas Directorofthe Company.

Pursuant to notification of Section 149 and other applicable provisions of the Companies Act, 2013 read with Rules thereon, your directors are seeking reappointment of Mr. K. Narasimha Rao, Mr. P. Narendra and Mr. A. Poornachandra Rao as Independent Directors for a period of five years.

Statusof''Bangalore Hotel Project''

As far as the Bangalore Hotel Project "Renaissance" is concerned, it is a joint venture between J. P. Morgan having 60% stake and Viceroy Hotels Ltd. having 40% stake. The new company under the name of Viceroy Bangalore Hotels Private Limited is formed for taking up the Bangalore Hotel Project under the joint venture arrangement. The project work is almost at nearing stage as all the civil works are completed and interiors of rooms and public areas and the mechanical works are almost at the finishing stage. The hotel is situated in a very prime location in Bangalore i.e. opposite Race

Course. It is a big project with 23 floors and has 277 guest rooms, a three-meal restaurant, bar lounge, multi function banquet halls, large function lawn and a large multi-cuisine restaurant on the top most floor of the hotel with a breath taking view ofthecity

Sale of ''Chennai Project Division''

Members are aware that during the year under review, due to sudden changes in the Environmental Rules and Chennai Metropolitan Development Authority Rules of Chennai and finally at the instance of the banks such as SBI etc. who have sanctioned loans for Chennai Hotel Project, the ''Chennai Project Division'' comprising the ''Chennai Hotel Project'' i.e. J.W.Marriott Hotel Project, Chennai and ''Chennai Residential Project'', has been sold to Ceebros Hotels Private Limited fora sale consideration of Rs.480 Crores.

As per the terms of sale, the loan amounts availed from SBI and others had to be closed before 31.03.14. Accordingly, Ceebros Hotels (P) Ltd. had made arrangements through funding from IFCI Ltd., paid the loans to various Banks:

Auditors

Pursuant to the provisions of Section 139(2) of the Companies Act, 2013, on rotation of audit firms and based on the recommendation of the Audit Committee, the Board has recommended the re-appointment of M/s. P. Murali& Co., Chartered Accountants, Hyderabad, as the Statutory Auditors of the Company to hold office from conclusion of this Annual General Meeting, subjectto the ratification of shareholders at every Annual General Meeting. M/s. P. Murali& Co., Chartered Accountants, Hyderabad, have confirmed that the appointment, if made, would be within the prescribed limits under Section 141 of the Companies Act, 2013.

Auditor''sObservations

Point No. IX(a) of Annexure to Auditor ''s Report

The Company is generally regular in depositing statutory dues including PF, ESI, Service Tax with the appropriate authorities and at the end of the financial year there were no amounts outstanding which were due for more than 6 months from the date they became payable. However in Respect of TDS & WCTan amount of Rs. 2,21,54,450/-is outstanding which were due for more than 6 months fromthe date they became payable (i.e Year-wise 2011-12 is Rs.1,13,21,895/-, 2012-13 is Rs.85,94,111/- and 2013-14 is Rs.8,79,138/- and year 2011-12 WCT is Rs. 13,59,306/-).

Point No. XI of Annexure to Auditor''s Report

According to information and explanations given to us, the company has defaulted in repayment of dues amounting to Rs. 101.58 Crores towards principal and Rs. 90.55 crores towards interest to financial Institutions and Banks.

Reply to the Auditor''s Observations:

With regard to Auditor''s Observations for Point Nos. IX (a) and XI of the Annexure to Auditor''s Report:

Point No. IX (a): The Company seriously pursuing the matterto clear outstanding TDS/WCT dues.

Point No. XI: The Company is putting serious efforts to re-pay defaulted amounts to the financial institutions and banks through One Time Settlement (OTS).

Directors'' Responsibility Statement

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, with respect to Directors'' Responsibility Statement, it is hereby confirmed that:

(i) in the preparation of the annual accounts forthe year ended March 31,2014, the applicable accounting standards read with requirements set out under Schedule VI to the Companies Act, 1956, have been followed and there are no material departures from the same;

(ii) the Directors have 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 as at March 31,2014 and of the profit of the Company forthe year ended on that date;

(iii) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities; and

(iv) the annual accounts of the Company for the year ended March 31,2014 has been prepared on a ''going concern'' basis.

Particulars of Employees

No employee was in receipt of remuneration exceeding the limits prescribed under Section 217(2A) of the Companies Act, 1956 and the rules framed there under, as amended to date.

Information required under Section 217 (1) (e) of the Companies Act 1956 read with the Companies (Disclosure of Particulars in the report of Board of Directors) Rules, 1988

Your Company''s effort towards conservation of energy, which results in savings in consumption of electricity, a significant component of the energy cost, is an ongoing process. The Company continues to absorb and upgrade modern technologies and advanced hotel management techniques in various guest contact areas, which include wireless internet connectivityin the hotels.

As required under Section 217(1) (e) of the Companies Act, 1956, read with rule 2 of the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, the information relating to foreign exchange earnings and outgo is in item nos. 32,33 & 34 of Notes to Accounts of the Balance Sheetand Profit and Loss Account.

Compliance with Notification No. S.0.301(E) dated 8th February, 2011 issued by the Ministry of Corporate Affairs under Section 211(3) oftheCompanies Act, 1956.

Since Central Government had issued a notification No. S.0.301 (E) dated 8th February, 2011 in exercise of the powers conferred by Section 211 (3) of the Companies Act, 1956 granting general exemption to some specified class of companies, including hotel companies, from disclosing certain information in their profit and loss account as required under Part-II of Schedule VI of the Companies Act, 1956 subject to fulfillment of few conditions, your Company has duly complied with all conditions of the notification to seek general exemption under Section 211 (4) of the Companies Act, 1956, paras 3(i)(a) and 3(ii)(d) of Part II of Schedule VI of the Companies Act, 1956 dealing with the disclosure of quantitative details of turnover of each class of goods, opening and closing stock, purchases, production and consumption of raw material in the financial statements for the financial year ended 31st March, 2014. Your Board has passed necessary resolution at its meeting held on August 5, 2014 to comply with the conditions of the notification for thesame.

Public Deposits

During the year under review, your Company has neither invited nor accepted any deposits fromthe public.

Listing

The Equity Shares of your Company are listed on BSE Limited and the National Stock Exchange of India Limited. It may be noted that there are no payments outstanding to the Stock Exchanges by way of Listing Fees, etc.

Corporate Governance

The Company has taken adequate steps to ensure that the conditions of corporate governance as stipulated in clause 49 of the listing agreement of the stock exchange are complied with. A separate statement on corporate governance together with the auditor''s certificate of its compliance forms part ofthisannual report.

Management Discussion & Analysis

Management discussion and analysis of the financial condition and results of operations of the Company for the period under review as required under Clause 49 of the Listing Agreement with the Stock Exchanges, is given in a separate statement in the Annual Report.

Employee Relations

The relationship with the employees continues to be cordial. The Directors would like to place on record their appreciation of the services rendered by all the employees ofthe Company.

Subsidiaries

Viceroy Chennai Hotels & Resorts Private Limited:

Viceroy Chennai Hotels & Resorts Private Limited has no operations commenced as on date.

Minerva Hospitalities Private Limited:

Minerva Hospitalities Private Limited has no operations during theyear.

Cafe D Lake Private Limited:

M/s Cafe D''Lake Private Limited which operates all the restaurants businesses of Minerva Coffee-shop, Blue Fox Bar & Restaurant, Eat Street and Water Front has achieved a turnover of Rs.30.82 Crores for the year ended March 31,2014 as against Rs.31.44Crores for the previous year. The Net profit for the year ended March 31, 2013 is Rs.0.57 Crores as against Rs.0.60 Crores in the previous year.

Crustum Products Private Limited:

M/s Crustum Products Private Limited is the Master Franchisee of Breadtalk Singapore. During the year the Company is running outletsatMumbai, Gurgoan, Bangaloreand Hyderabad.

During the year under review, the Company achieved a turnover of Rs.2.86 Crores as against Rs.5.28 Crores for the previous year. The Net loss for the year ended March 31,2014 is Rs. 2.21 Crores as against net loss of Rs.1.42 Crores in thePreviousYear.

In terms of section 212 of the Companies Act, 1956, your Company is required to attach the directors report, balance sheets, profit and loss account of its subsidiary companies to its Annual Report. However, the Ministry of Corporate Affairs (MCA), Government of India, New Delhi vide its Circular No.2/2011, dated: 08-02-2011 has granted a general exemption to all the Companies for not attaching the above documents of subsidiaries with the Annual Report of the Holding Company, subjectto compliance of the conditions specified therein.

As required under the said general circular, the Board of Directors of your Company at its meeting held on August 5, 2014, has given its specific consent for not attaching the balance sheets of its subsidiaries, as they would be made available to its members at the Company''s website.

In terms of the said notification of the MCA, a summary of the financial information of each of the subsidiaries of your Company is provided as Annexure "A" to this report. Any member intends to have a certified copy of the Balance Sheet and other financial statements of these subsidiaries may write to the Company. Accordingly, this annual report does not contain the reports and other statements of the subsidiary companies. These documents will also be available for inspection during the business hours at the registered office of the company and also at the registered offices of the respective subsidiary companies.

Acknowledgments

Your Directors acknowledge with gratitude and wish to place on record their sincere thanks and appreciation for the co- operation received by the Company from various Departments of Central/ State Government, Financial Institutions and Banks for their continued co-operation and the support extended during the year. Your Directors also wish to acknowledge the continued support and confidence reposed in the management by the Shareholders.

By Order and on behalf of the Board

Hyderabad August 5,2014 Sd/-

P. Prabhakar Reddy Chairman

---

Mar 31, 2013

Dear Shareholders,

The Directors are pleased to present the 48th Annual Report and the audited accounts for the financial year ended March 31, 2013.

Performance / Financial Results

The financial performance of the Company, for the year ended March 31, 2013 is summarized below:

(Rupees in Lakhs) PARTICULARS STANDALONE CONSOLIDATED 2012-2013 2011-2012 2012-2013 2011-2012

Income from Operations 7218.91 7380.45 10891.73 11034.66

Other Income 18.77 14.93 18.91 15.04

Total Revenue 7237.68 7395.38 10910.64 11049.70

Profit before Interest and Depreciation 3038.15 3265.02 3223.65 3712.36

Interest 2270.06 2196.64 2381.66 2313.71

Depreciation 1331.56 1312.38 1489.99 1467.73

Profit / Loss before Tax (563.47) (244.01) (648.01) (69.09)

Provision for Current Tax 13.78 30.35 70.39

Deferred Tax 14.94 71.50 14.62 81.15

Profit / Loss after Tax (578.41) (329.29) (692.97) (220.63)

Dividend:

The Board does not recommend any dividend for the financial year.

Directors:

During the year under review, Mr. Rakesh Jhunjhunwala, Director of the Company expressed his concern that he was unable to attend all the Board Meetings due to time constraints. He felt that being on the Board of a Company and not in a position to attend all the Board Meetings is not in interest of Good Corporate Governance. Hence, Mr. Rakesh Jhunjhunwala tendered his resignation as director of the Company with effect from October 15,2012.

Mr. K. Jayabharat Reddy and Mr. R. Subramanian, Directors of the Company retire by rotation at the ensuing Annual General Meeting.

Mr. R. Subramanian due to personal reason did not offer himself for re-appointment. The Board expressed its gratitude toMr.R. Subramanian for his association with the Company.

However, Mr. K. Jayabharat Reddy, Director of the Company retire by rotation and being eligible, offered himself for reappointment and brief particulars of him is given in the Annexure to the Notice of this Annual General Meeting. The Board recommends his re-appointment as Director of the Company.

Status of ''Bangalore Hotel Project'':

As far as the Bangalore Hotel Project "Renaissance" is concerned, it is a joint venture between J.P.Morgan having 60% stake and Viceroy Hotels Ltd. having 40% stake. The new Company underthe name of Viceroy Bangalore Hotels Private Limited is formed for taking up the Bangalore Hotel Project under the joint venture arrangement. The project work is almost at nearing stage as all the civil works are completed and interiors of rooms and public areas and the mechanical works are almost at the finishing stage. The hotel is situated in a very prime location in Bangalore i.e. opposite Race Course. It is a tall structure with 23 floors and has 277 guest rooms, a three-meal restaurant, bar lounge and a large multi-cuisine restaurant on the top most floor of the hotel with a breath taking view of the city. It has also multi function banquet halls with varied sizes and has also a large function lawn. As per the progress at the site, the project is likely to be completed by January, 2014.

Saleof''Chennai Project Division'' :

Members are aware that during the year under review, the ''Chennai Project Division'' comprising the ''Chennai Hotel Project'' i.e. J.W.Marriott Hotel Project, Chennai and ''Chennai Residential Project'', has been sold to Ceebros Hotels Private Limited for a sale consideration of Rs.480 Crores. The Agreement of Sale is registered with Sub-Registrar Office, Mylapore, Chennai. The necessary permissions for selling the J.W.Marriott Hotel Project at Chennai was obtained from our Company''s General Body through postal ballot dt.17.06.2013 The same has been informed to the Stock Exchanges. As per the Agreement and arrangement with the banks, the transaction has to be closed by the end of September, 2013. Viceroy Hotels Ltd. is in the process of getting NOCs from the participating banks viz. State Bank of India, State Bank of Mysore, State Bank of Bikaner & Jaipur, Indian Overseas Bank, Allahabad Bank and UCO Bank. The sale transaction will be concluded by the end of September, 2013.

Auditors :

M/s. P. Murali & Co., Chartered Accountants, Hyderabad, the present auditors of the Company, retires at the ensuing Annual General Meeting and is eligible for re-appointment as Statutory Auditors. The Company has received letter from them to the effect that their re-appointment, if made, would be within the prescribed limits under Section 224(1B) of the Companies Act, 1956 and that they are not disqualified for reappointment within the meaning of Section 226 of the said Act. The Audit Committee of the Board has recommended their re-appointment and the Board of Directors commends the Resolution for their re-appointment.

ExplanationtoObservations in the Auditors'' Report :

With respect to the audit observation in point no. XI of the Annexure to Auditors'' Report for the standalone financial statements for the financial year, the Board has noted the observation and hereby inform the members that Viceroy Hotels Ltd. had defaulted in the repayment of loans and also paying interest amounts to the banks. This is due to the fact that for a quite some time, Viceroy Hotels Ltd. was planning to exit from the Chennai Hotel property. The loans pertaining toChennai Hotel Project could not be repaid and interests could not beserviced due to the fact that the project is not completed and repayment of the loans have started as per the original schedule. Now that, the Chennai Hotel property is sold with the cooperation of the banks, all the Chennai Project loans are going to be repaid. Once repayment is done through the sale proceeds of Chennai Hotel Project, there will not be any loan defaults to any bank by Viceroy Hotels Ltd.

Directors'' Responsibility Statement :

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, with respect to Directors'' Responsibility Statement, it is hereby confirmed that:

(i) in the preparation of the annual accounts for the year ended March 31, 2013, the applicable accounting standards read with requirements set out under Schedule VI to the Companies Act, 1956, have been followed and there arenomaterial departures from the same;

(ii) the Directors have 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 CompanyasatMarch 31, 2013 and of the profitofthe Company for the year ended onthat date;

(iii) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

(iv) the Directors have prepared the annual accounts of the Companyona ''going concern'' basis.

Particulars of Employees :

No employee was in receipt of remuneration exceeding the limits prescribed under Section 217(2A) of the Companies Act, 1956 and the rules framed there under,asamended to date.

Information required under Section 217 (1) (e) of the Companies Act 1956 read with the Companies (Disclosure of Particulars in the report of BoardofDirectors) Rules, 1988 :

Your Company''s effort towards conservation of energy, which results in savings in consumption of electricity, a significant component of the energy cost, is an ongoing process. The Company continues to absorb and upgrade modern technologies and advanced hotel management techniques in various guest contact areas, which include wireless internet connectivity in the hotels.

As required under Section 217(1) (e) of the Companies Act, 1956, read with rule 2 of the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, the information relating to foreign exchange earnings and outgoisinitem nos 32, 33 & 34 of Notes to Accounts of the Balance Sheet and Profit and Loss Account.

Compliance with Notification No. S.O. 301(E) dated 8th February, 2011 issued by the Ministry of Corporate Affairs underSection 211(3)oftheCompanies Act,1956:

Since Central Government had issued a notification No. S.O. 301 (E) dated 8th February, 2011 in exercise of the powers conferred by Section 211 (3) of the Companies Act, 1956 granting general exemption to some specified class of companies, including hotel companies, from disclosing certain information in their profit and loss account as required under Part-II of Schedule VI of the Companies Act, 1956 subject to fulfilment of few conditions, your Company has duly complied with all conditions of the notification to seek general exemption under Section 211 (4) of the Companies Act, 1956, paras 3(i)(a) and 3(ii)(d) of Part II of Schedule VI of the Companies Act, 1956 dealing with the disclosure of quantitative details of turnover of each class of goods, opening and closing stock, purchases, production and consumption of raw material in the financial statements for the financial year ended 31st March, 2013. Your Board has passed necessary resolution at its meeting held on August 12, 2013 to comply with the conditions of the notification for the same.

Public Deposits :

During the year under review, your Company has neither invited nor accepted any deposits from the public.

Listing :

The Equity Shares of your Company are listed on BSE Limited and the National Stock Exchange of India Limited. It may be noted that there are no payments outstanding to the Stock Exchangesbyway of Listing Fees, etc.

CorporateGovernance:

The Company has taken adequate steps to ensure that the conditions of corporate governance as stipulated in clause 49 of the listing agreement of the stock exchange are complied with. A separate statement on corporate governance together with the auditor''s certificateofits compliance forms part of this annual report.

ManagementDiscussion&Analysis:

Management discussion and analysis of the financial condition and results of operations of the Company for the period under review as required under Clause 49 of the Listing Agreement with the Stock Exchanges, is given in a separate statementinthe Annual Report.

EmployeeRelations:

The relationship with the employees continues to be cordial. The Directors would like to place on record their appreciation of the services rendered by all the employeesofthe Company.

Subsidiaries :

Viceroy Chennai Hotels & Resorts Private Limited :

Viceroy Chennai Hotels & Resorts Private Limited has no operations commencedasondate.

Minerva Hospitalities Private Limited :

Minerva Hospitalities Private Limited hasnooperations during the year.

CaféDLake Private Limited :

M/s Café D''Lake Private Limited which operates all the restaurants businesses of Minerva Coffee-shop, Blue Fox Bar & Restaurant, Eat Street and Water Front has achieved a turnover ofRs. 31.44 Crores for the year ended March 31, 2013 as against Rs.30.59 Crores for the previous year. The Net profit for the year ended March 31, 2013 is Rs.0.60 Crores as against Rs.1.06 Croresinthe previous year.

Crustum Products Private Limited :

M/s Crustum Products Private Limited is the Master FranchiseeofBreadtalk Singapore. The Companyisrunning out lets at In Orbit Mall, Malad, Mumbai, BG House, Hiranandani, Powai, Mumbai, Gurgoan, New Delhi, Spencer''s Mall, Bangalore QMart- Hyderabad.

During the year under review, the Company achieved a turnover of Rs.5.29 Crores as against Rs.5.95 Crores for the previous year. The Net loss for the year ended March 31, 2013 is Rs. 1.74 Croresasagainst net profit of Rs.0.02 Crores in the Previous Year.

In terms of section 212 of the Companies Act, 1956, your Company is required to attach the directors report, balance sheets, profit and loss account of its subsidiary companies to its Annual Report. However, the Ministry of Corporate Affairs (MCA), Government of India, New Delhi vide its Circular No.2/2011, dated: 08-02-2011 has granted a general exemption to all the Companies for not attaching the above documents of subsidiaries with the Annual Report of the Holding Company, subjecttocompliance of the conditions specified therein.

As required under the said general circular, the Board of Directors of your Company at its meeting held on August 12, 2013 has given its specific consent for not attaching the balance sheets of its subsidiaries, as they would be made availabletoits members at the Company''s website.

In terms of the said notification of the MCA, a summary of the financial information of each of the subsidiaries of your Company is provided as Annexure "A" to this report. Any member intends to have a certified copy of the Balance Sheet and other financial statements of these subsidiaries may write to the Company. Accordingly, this annual report does not contain the reports and other statements of the subsidiary companies. These documents will also be available for inspection during the business hours at the registered office of the Company and also at the registered offices of the respective subsidiary companies.

Acknowledgements:

Your Directors acknowledge with gratitude and wish to place on record their sincere thanks and appreciation for the co- operation received by the Company from various Departments of Central/ State Government, Financial Institutions and Banks for their continued co-operation and the support extended during the year. Your Directors also wish to acknowledge the continued support and confidence reposed in the management by the Shareholders.

By Order and on behalf of the Board

Hyderabad August 12,2013 Sd/-

P. Prabhakar Reddy

Chairman

---

Mar 31, 2012

The Directors are pleased to present the 47th Annual Report and the audited accounts for the financial year ended March 31, 2012.

Performance / Financial Results

The financial performance of the Company, for the year ended March 31, 2012 is summarized below:

(Rupees in Lakhs)

PARTICULARS STANDALONE CONSOLIDATED

2011-2012 2010-2011 2011-2012 2010-2011

Income from Operations 7395.38 7360.99 11049.70 10965.94

Profit before interest, depreciation and tax 3265.02 3409.56 3712.36 4069.78

Interest 2196.64 2205.87 2313.71 2327.03

Depreciation 1312.38 1306.68 1467.74 1450.57

Provision for Tax & Deferred Tax 85.28 125.71 151.54 212.61

Profit after Tax (329.29) (228.70) (220.63) 79.57

Balance carried to Balance Sheet 1090.21 1419.50 2244.35 2464.68

Dividend

The Board does not recommend any dividend for the financial year.

Directors

Mr. A. Vijayavardhan Reddy and Mr. P. Narendra retire by rotation and being eligible, offered themselves for re- appointment and brief particulars of respective persons are given in the Annexure to the Notice of this Annual General Meeting. The Board recommends their re-appointment as Directors of the Company.

Hiving-off 'Bangalore Project Division’

Members are aware that during the year under review your Company has successfully completed the hiving-off of 'Bangalore Project Division’ to 'Viceroy Bangalore Hotels Private Limited’ in which 'JPMorgan India Property Mauritius Company II’ has strategically invested Rs.90 Crores consequent to which 'Viceroy Bangalore Hotels Private Limited’ ceased to be Subsidiary of your Company with effect from July 28,2011 and continuing as an Associate Company with a holding of 60,00,000 equity shares of Rs.10/- each representing 40% of the total equity capital. The Board is also pleased to inform you that the construction of Bangalore 'Renaissance’ a 277 Room Five Star Deluxe Hotel is in final Stage and expected to be operational in the first Quarter of the FY 2013-2014.

Hiving-off 'Chennai Project Division’

Members are aware that during the year under review the Company has passed a Resolution through postal ballot process conducted on June 03,2011 for hiving-off' Chennai Hotel Project’. Subsequent to the passing of the resolution M/s. Mahal Hotel Private Limited came forward to acquire the 'JW Marriott Project, Chennai’ through slump sale process. 'Mahal Hotel Private Limited’ had already tied-up for debt from a couple of banks and is in the process of completing the transaction. The Board of Directors are confident to close the sale transaction by the end of FY 2012- 2013.

Directors’ Responsibility Statement

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, with respect to Directors’ Responsibility Statement, it is hereby confirmed that:

(i) in the preparation of the annual accounts for the year ended March 31,2012, the applicable accounting standards read with requirements set out under Schedule VI to the Companies Act, 1956, have been followed and there are no material departures from the same;

(ii) the Directors have 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 as at March 31, 2012 and of the profit of the Company for the year ended on that date;

(iii) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

(iv) the Directors have prepared the annual accounts of the Company on a 'going concern’ basis.

Auditors

M/s. P. Murali & Co., Chartered Accountants, Hyderabad, the present auditors of the Company, retires at the ensuing Annual General Meeting and is eligible for re-appointment as Statutory Auditors. The Company has received letter from them to the effect that their re-appointment, if made, would be within the prescribed limits under Section 224(1B) of the Companies Act, 1956 and that they are not disqualified for reappointment within the meaning of Section 226 of the said Act. The Audit Committee of the Board has recommended their re-appointment and the Board of Directors commends the Resolution for their re-appointment.

Explanation to Observations in the Auditor’s Report

With respect to the audit observations in Point No.XI of the Annexure to Auditor’s Report for the standalone financial statements for the financial year, the Board has noted the observation and hereby inform the Members that as per the understanding with the proposed Purchaser of Chennai Hotel Project, the interest on the loans of the Chennai Hotel Project has to be borne by the Purchaser. Since the sale transaction is not yet completed, the interest dues of the Chennai Hotel Project is still being shown as bank interest due of Viceroy Hotels Limited.

Particulars of Employees

No employee was in receipt of remuneration exceeding the limits prescribed under Section 217(2A) of the Companies Act, 1956 and the rules framed there under, as amended to date.

Information required under Section 217 (1) (e) of the Companies Act 1956 read with the Companies (Disclosure ot Particulars in the report of Board of Directors) Rules, 1988

Your Company’s effort towards conservation of energy, which results in savings in consumption of electricity, a significant component of the energy cost, is an ongoing process. The Company continues to absorb and upgrade modern technologies and advanced hotel management techniques in various guest contact areas, which include wireless internet connectivity in the hotels.

As required under Section 217(1) (e) of the Companies Act, 1956, read with rule 2 of the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, the information relating to foreign exchange earnings and outgo is in item nos 32,33 & 34 of Notes to Accounts of the Balance Sheet and Profit and Loss Account (In Item No. 34, 35 & 36 of Notes to Accounts of Consolidated Balance Sheet and Profit and Loss Account).

Compliance with Notification No. S.0.301(E) dated 8th February, 2011 issued by the Ministry of Corporate Affairs under Section 211(3) of the Companies Act,1956

Since Central Government had issued a notification No. S.0.301 (E) dated 8th February, 2011 in exercise of the powers conferred by Section 211 (3) of the Companies Act, 1956 granting general exemption to some specified class of companies, including hotel companies, from disclosing certain information in their profit and loss account as required under Part-II of Schedule VI of the Companies Act, 1956 subject to fulfilment of few conditions, your Company has duly complied with all conditions of the notification to seek general exemption under Section 211 (4) of the Companies Act, 1956, paras 3(i)(a) and 3(ii)(d) of Part II of Schedule VI of the Companies Act, 1956 dealing with the disclosure of quantitative details of turnover of each class of goods, opening and closing stock, purchases, production and consumption of raw material in the financial statements for the financial year ended 31st March, 2012. Your Board has passed necessary resolution at its meeting held on August 14,2012 to comply with the conditions of the notification for the same.

Public Deposits

During the year under review, your Company has neither invited nor accepted any deposits from the public.

Listing

The Equity Shares of your Company are listed on BSE Limited and the National Stock Exchange of India Limited. It may be noted that there are no payments outstanding to the Stock Exchanges by way of Listing Fees, etc.

Corporate Governance

The Company has taken adequate steps to ensure that the conditions of corporate governance as stipulated in clause 49 of the listing agreement of the stock exchange are complied with. A separate statement on corporate governance together with the auditor’s certificate of its compliance forms part of this annual report.

Management Discussion& Analysis

Management discussion and analysis of the financial condition and results of operations of the Company for the period under review as required under Clause 49 of the Listing Agreement with the Stock Exchanges, is given in a separate statement in the Annual Report.

Employee Relations

The relationship with the employees continues to be cordial. The Directors would like to place on record their appreciation of the services rendered by all the employees of the Company.

SUBSIDIARIES Viceroy Chennai Hotels & Resorts Private Limited:

During the year under review, Viceroy Chennai Hotels & Resorts Private Limited has no operations.

Minerva Hospitalities Private Limited:

During the year under review, Minerva Hospitalities Private Limited has no operations.

Cafe D Lake Private Limited:

M/s Cafe D’Lake Private Limited which operates all the restaurants businesses of Minerva Coffee-shop, Blue Fox Bar & Restaurant, Eat Street and Water Front has achieved a turnover of Rs. 30.59 Crores for the year ended 31st March 2012 as against Rs.29.90 Crores for the previous year. The Net profit for the year ended 31st March 2012 is Rs.1.07 Crores as against Rs.2.85 Crores in the previous year.

Crustum Products Private Limited:

M/s Crustum Products Private Limited is the Master Franchisee of BreadtalkSingapore. The Company is running out lets at In Orbit Mall, Malad, Mumbai, BG House, Hiranandani, Powai, Mumbai, Gurgoan, Ascendas Mall, Bangalore, Spencer’s Mall, Bangalore, Q Mart- Hyderabad.

During the year under review, the Company achieved a turnover of Rs.5.95 Crores as against Rs.6.14 Crores for the previous year. The Net profit for the year ended 31st March 2012 is Rs. 2.07 Lakhs as against net profit of Rs. 23.26 Lakhs.

In terms of section 212 of the Companies Act, 1956, your Company is required to attach the directors report, balance sheets, profit and loss account of its subsidiary companies to its Annual Report. However, the Ministry of Corporate Affairs (MCA), Government of India, New Delhi vide its Circular No.2/2011, dated: 08-02-2011 has granted a general exemption to all the Companies for not attaching the above documents of subsidiaries with the Annual Report of the Holding Company, subject to compliance of the conditions specified there in.

As required under the said general circular, the Board of Directors of your Company at its meeting held on August 14, 2012 has given its specific consent for not attaching the balance sheets of its subsidiaries, as they would be made available to its members at the Company’s website.

In terms of the said notification of the MCA, a summary of the financial information of each of the subsidiaries of your Company is provided as Annexure "A" to this report. Any member intends to have a certified copy of the Balance Sheet and other financial statements of these subsidiaries may write to the Company. Accordingly, this annual report does not contain the reports and other statements of the subsidiary companies. These documents will also be available for inspection during the business hours at the registered office of the company and also at the registered offices of the respective subsidiary companies.

Acknowledgements

Your Directors acknowledge with gratitude and wish to place on record their sincere thanks and appreciation for the co- operation received by the Company from various Departments of Central/ State Government, Financial Institutions and Banks for their continued co-operation and the support extended during the year. Your Directors also wish to acknowledge the continued support and confidence reposed in the management by the Shareholders.

By Order and on behalf of the Board

Hyderabad

August 14,2012 Sd/-

P. Prabhakar Reddy

Chairman

---

Mar 31, 2011

Dear Shareholders,

The Directors have pleasure in presenting the 46th Annual Report of the Company together with the Audited Accounts for the year ended 31st March 2011.

Performance / Financial Results

(Rupees in Lakhs)

PARTICULARS STANDALONE CONSOLIDATED 2010-2011 2009-2010 2010-2011 2009-2010

Income from Operations 7360.99 6424.30 10965.94 9754.29

Profit before interest, depreciation and tax 3409.56 2915.00 4069.78 3577.23

Interest 2205.87 1755.02 2327.03 1955.56

Depreciation 1306.68 1148.87 1450.57 1292.26

Provision for Tax & Deferred Tax 125.71 148.02 212.61 212.44

Profit after Tax (228.70) (136.90) 79.57 116.97

Balance carried to Balance Sheet 1419.50 1648.19 2464.68 2385.12

Dividend

The Board does not recommend any dividend for the financial year.

Hiving-off Bangalore Project Division'

Your Directors have pleasure to inform you that the Company has successfully completed the hiving-off of ‘Bangalore Project Division' to Viceroy Bangalore Hotels Private Limited on July 27, 2011 and your Company has been allotted 59,90,000 equity shares of Rs.10/- each at a price of Rs.78.96/- per share as a part consideration for the sale of the said Division. Your Directors also have pleasure to inform you that JPMorgan India Property Mauritius Company II has infused a strategic investment of Rs.74 Crores as a first trench out of Rs.90 Crores by subscribing 74,00,000 equity shares of Rs.10/- each at a price of Rs.100/- per share in the equity share capital of Viceroy Bangalore Hotels Private Limited. Consequent to which Viceroy Bangalore Hotels Private Limited ceased to be Subsidiary of your Company with effect from July 28, 2011 and will continue as an Associate Company. The Board is also pleased to inform you that the construction of Bangalore ‘Renaissance' a 277 Room Five Star Deluxe Hotel is in advanced stage and expected to be operational in 2012.

Hiving-off ‘Chennai Project Division'

Considering the various aspects and strategic viewpoint, the Board of Directors of your Company felt that it would be prudent to divest ‘Chennai Project Division' comprising ‘Chennai Hotel Project' and ‘Chennai Residential Project' to pay-off its debts substantially as well as utilize in the growth of the business of your Company and accordingly the Shareholders of the Company have accorded their consent by way of postal ballot conducted on June 03, 2011 for hiving-off the said Project on slump sale basis as going concern and the said slump sale is expected to be completed in the FY 2011-2012. This will not only result in reduction of debt to the tune of Rs.450 Cr. but also will give Rs.100 Cr. of inflows into the Company.

Directors

The Board of Directors regret to inform about sudden demise of Mr. P. Shivakumar Reddy on February 23, 2011 and the Board recorded its gratitude and deep condolence in this regard.

Mr. K. Narasimha Rao and Mr. A. Poornachandra Rao retire by rotation and being eligible, offered themselves for re-appointment and brief particulars of these persons, are given in the Explanatory Statement to the Notice of this Meeting. The Board commends their re-appointment as Directors of the Company.

Directors' Responsibility Statement

In pursuance of Section 217(2AA) of the Companies Amendment Act, 2000 your directors confirm

i) That the directors in the preparation of the annual accounts the applicable accounting standards have been followed along with proper explanations relating to material departures.

ii) That 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.

iii) That the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safe guarding the assets of the company and for preventing and detecting fraud and other irregularities.

iv) That the directors had prepared the annual accounts on the going concern basis.

Auditors

M/s. P. Murali & Co., Chartered Accountants, Hyderabad, the present auditors of the Company, retire at the forthcoming Annual General Meeting and are eligible for re-appointment as auditors. Members are requested to re-appoint them and fix their remuneration. The Company has received confirmation from the firm to the effect that their reappointment, if made, would be within the prescribed limits under Section 224(1B) of the Companies Act, 1956 and they are not disqualified for re-appointment within the meaning of Section 226 of the said Act. The Audit Committee of the Board has recommended their re-appointment.

Particulars of Employees

No employee was in receipt of remuneration exceeding the limits prescribed under section 217(2A) of the Companies Act, 1956 and the rules framed there under, as amended to date.

Information required under Section 217 (1) (e) of the Companies Act 1956 read with the Companies (Disclosure of Particulars in the report of Board of Directors) Rules, 1988

Your Company's effort towards conservation of energy, which results in savings in consumption of electricity, a significant component of the energy cost, is an ongoing process. The Company continues to absorb and upgrade modern technologies and advanced hotel management techniques in various guest contact areas, which include wireless internet connectivity in the hotels.

As required under Section 217(1) (e) of the Companies Act, 1956, read with rule 2 of the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, the information relating to foreign exchange earnings and outgo is in item nos 8,9 & 10 of Notes to Accounts of the Balance Sheet and Profit and Loss Account.

Compliance with Notification No. S.O. 301(E) dated 8th February, 2011 issued by the Ministry of Corporate Affairs under Section 211(3) of the Companies Act, 1956

Since Central Government had issued a notification No. S.O. 301 (E) dated 8th February, 2011 in exercise of the powers conferred by Section 211 (3) of the Companies Act, 1956 granting general exemption to some specified class of companies, including hotel companies, from disclosing certain information in their profit and loss account as required under Part-II of Schedule VI of the Companies Act, 1956 subject to fulfilment of few conditions, your Company has duly complied with all conditions of the notification to seek general exemption under Section 211 (4) of the Companies Act, 1956, paras 3(i)(a) and 3(ii)(d) of Part II of Schedule VI of the

Companies Act, 1956 dealing with the disclosure of quantitative details of turnover of each class of goods, opening and closing stock, purchases, production and consumption of raw material in the financial statements for the financial year ended 31st March, 2011. Your Board has passed necessary resolution at its meeting held on August 13, 2011 to comply with the conditions of the notification for the same.

Public Deposits

During the year under review, your company has neither invited nor accepted any deposits from the public.

Listing

The Equity Shares of your Company are listed on Bombay Stock Exchange Limited and the National Stock Exchange of India Limited. It may be noted that there are no payments outstanding to the Stock Exchanges by way of Listing Fees, etc.

Corporate Governance

The company has taken adequate steps to ensure that the conditions of corporate governance as stipulated in clause 49 of the listing agreement of the stock exchange are complied with. A separate statement on corporate governance together with the auditor's certificate of its compliance forms part of this annual report.

Management Discussion & Analysis

Management discussion and analysis of the financial condition and results of operations of the Company for the period under review as required under Clause 49 of the Listing Agreement with the Stock Exchanges, is given in a separate statement in the Annual Report.

Employee Relations

The relationship with the employees continues to be cordial. The Directors would like to place on record their appreciation of the services rendered by all the employees of the Company.

Subsidiaries

Viceroy Bangalore Hotels Private Limited:

During the financial year under review, your Company has entered into a Business Transfer Agreement (BTA) with its wholly owned subsidiary namely Viceroy Bangalore Hotels Private Limited' for transfer of ‘Bangalore Project Division' on slump sale basis as a going concern. Accordingly, your Company has transferred the said Division on July 27, 2011 and as a part consideration the said Company has allotted 59,90,000 equity shares of Rs.10/- each at a price of Rs.78.96/- per share.

Your Directors also have pleasure to inform you that JPMorgan India Property Mauritius Company II has infused a strategic investment of Rs.74 Crores as a first trench out of Rs.90 Crores by subscribing 74,00,000 equity shares of Rs.10/- each at a price of Rs.100/- per share in the equity share capital of Viceroy Bangalore Hotels Private Limited. Consequent to which Viceroy Bangalore Hotels Private Limited ceased to be Subsidiary of your Company and will continue as an associate company with effect from July 28, 2011.

Currently, Viceroy Bangalore Hotels Private Limited is establishing and developing a 277 Room First Class business hotel to be branded as "Renaissance" at Race Course Loop Lane, Bangalore.

Viceroy Chennai Hotels & Resorts Private Limited:

During the financial year under review your Company has incorporated on June 04, 2010 a wholly owned subsidiary namely Viceroy Chennai Hotels & Resorts Private Limited' and there were no operations commenced as on date.

Minerva Hospitalities Private Limited:

Minerva Hospitalities Private Limited has no operations during the year.

CafE D Lake Private Limited:

CafE D'Lake Private Limited which operates all the restaurants businesses of Minerva Coffee-shop, Blue Fox Bar & Restaurant, Eat Street and Water Front has achieved a turnover of Rs. 29.90 Crores for the year ended 31st March 2011 as against Rs.28 Crores for the previous year. The Net profit for the year ended 31st March 2011 is Rs.2.85 Crores as against Rs.2.82 Crores.

Crustum Products Private Limited:

Crustum Products Private Limited is the Master Franchisee of Breadtalk Singapore. The Company is running out lets at In Orbit Mall, Malad, Mumbai, BG House, Hiranandani, Powai, Mumbai, Gurgoan, New Delhi, Spencer's Mall, Bangalore Q Mart- Hyderabad.

During the year under review, the company achieved a turnover of Rs.6.14 Crores as against Rs.5.30 Crores for the previous year. The Net profit for the year ended 31st March 2011 is Rs.23.26 Lakhs as against net loss of Rs.28.16 Lakhs.

In terms of section 212 of the Companies Act, 1956, your Company is required to attach the directors report, balance sheets, profit and loss account of its subsidiary companies to its Annual Report. However, the Ministry of Corporate Affairs (MCA), Government of India, New Delhi vide its Circular No.2/2011, dated: 08-02-2011 has granted a general exemption to all the Companies for not attaching the above documents of subsidiaries with the Annual Report of the Holding Company, subject to compliance of the conditions specified therein. As required under the said general circular, the Board of Directors of your Company at its meeting held on August 13, 2011 has given its specific consent for not attaching the balance sheets of its subsidiaries, as they would be made available to its members at the company's website.

In terms of the said notification of the MCA, a summary of the financial information of each of the subsidiaries of your Company is provided as Annexure "A" to this report. Any member intends to have a certified copy of the Balance Sheet and other financial statements of these subsidiaries may write to the Company. Accordingly, this annual report does not contain the reports and other statements of the subsidiary companies. These documents will also be available for inspection during the business hours at the registered office of the company and also at the registered offices of the respective subsidiary companies.

Acknowledgements

Your Directors acknowledge with gratitude and wish to place on record their sincere thanks and appreciation for the co-operation received by the Company from various Departments of Central/ State Government, Financial Institutions and Banks for their continued co-operation and the support extended during the year. Your Directors also wish to acknowledge the continued support and confidence reposed in the management by the Shareholders.

By Order and on behalf of the Board

Hyderabad

August 13, 2011 SD/- P. PRABHAKAR REDDY CHAIRMAN

---

Mar 31, 2010

The Directors have pleasure in presenting the Forty Fifth Annual Report together with the Audited Accounts of the Company for the year ended 31st March 2010.

PERFORMANCE / FINANCIAL RESULTS OF THE COMPANY

PARTICULARS 2009-10 2008-09

Income from Operations 6424.30 6995.13

Profit before interest, depreciation and tax 2915.00 4013.69

Interest 1755.02 1460.83

Depreciation 1148.87 1078.77

Provision for Tax & FBT & Deferred Tax 148.02 94.25

Profit after Tax (136.90) 347.59

Balance Carried to Balance Sheet 1648.19 1785.10



PROJECTS UNDER IMPLEMENTATION:

Chennai Project:

The Board is pleased to inform you that the Chennai JW Marriott hotel project is in advanced stage of construction. The company is constructing 387 room 5- star deluxe hotel. The Hotel would be operational during the current financial year. The company has signed the Management Contract with M/s.Marriott International Inc, USA for the "JW Marriott" brand.

Bangalore Project:

The Board is pleased to inform you that the Bangalore Renaissance hotel project is in advanced stage of construction. The company is constructing 277 room 5- star deluxe hotel. The Hotel would be operational during the current financial year. The company has signed the Management Contract with M/s.Marriott International Inc, USA for the "Renaissance" brand.

Hyderabad Courtyard Project:

The Board is pleased to inform you that the business hotel under brand name "Courtyard by Marritot" in Hyderabad is complete and handed over to Marriott team for operations of the hotel. The hotel began operations during the financial year under review.

SUBSIDIARY COMPANY PERFORMANCE:

Cafe D Lake Private Limited:

M/s Cafe DLake Private Limited which operates all the restaurants businesses of Minerva Coffee-shop, Blue Fox Bar & Restaurant, Eat Street and Water Front has achieved a turnover of Rs.2800.05 lakhs for the year ended 31st March 2010 as against Rs.3007.16 lakhs for the previous year. The Net profit for the year ended 31st March 2010 is Rs.282.17 lakhs as against Rs.285.46 lakhs.

Crustum Products Private Limited:

M/s Crustum Products Private Limited is the Master Franchisee of Breadtalk Singapore. The company is operating out lets at In orbit mall, Malad, Mumbai, BG House, Hiranandani, Powai, Mumbai, Gurgoan, New Delhi, Spencers Mall, Bangalore, Q Mart - Hyderbad.

During the year under review, the company achieved a turn over of Rs.529.87 lakhs as against Rs.796.06 lakhs for the previous year. The profitability margins are very thin due to higher rentals and power costs across the outlets and the company is negotiating with the landlords to reduce the rentals and also working out the revenue sharing mechanism so, that the fixed cost would be minimal for the company during lean months.

Minerva Hospitalities Private Limited:

M/s Minerva Hospitalities Private Limited has no operations during the year.

DIVIDEND:

The Board does not recommend any dividend during the year under review.

DIRECTORS:

Mr.KJayabharat Reddy and Mr. R.Subramanian retire by rotation and being eligible offered themselves for re-appointment.

AUDITORS:

M/s. P.MURALI & CO., Chartered Accountants, Auditors of the company retires at the ensuing Annual General Meeting. The Company received a letter from them expressing their willingness to be re-appointed as statutory auditors. The company has received a certificate from the Auditors to the effect that their appointment, if made will be in accordance with the provisions of Section 224(lB) of the Companies Act, 1956. Hence the Board recommends their appointment as statutory auditors for the FY2010-11.

AUDIT REPORT:

Regarding the Auditors observations and comments in their report for the financial year 2009-10, they are self-explanatory and the company is making efforts /steps to comply the same.

PARTICULARS OF EMPLOYEES:

The particulars of employees as required under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 forms part of this Report. However, as per the provisions of Section 219(l)(b) of the Companies Act 1956, the Report and Accounts that are being circulated to shareholders do not include the Statement of Particulars of Employees under section 217(2A) of the Act. Any shareholder interested in obtaining a copy of the above statement can write to the Company Secretary at the Registered Office of the company.

Information required under Section 217(l)(e) of the Companies Act 1956 read with the Companies (Disclosure of Particulars in the report of Board of Directors) Rules, 1988.

a) Conservation of Energy:

Proper Control points are set up at all levels to identify the wastage in Power & Fuel consumption and to take/initiate corrective steps.

b) Research and Development and Technology Absorption:

i) Our Research & Development cell has been making continuous efforts to ensure the best quality standards.

ii) No technology either indigenous or Foreign is involved.

c) Foreign Exchange Earnings and Outgo:

During the year under review your Company has earned Foreign Exchange to the extent of Rs. 19.46 crores (Previous year Rs. 25.21 crores) through Traveller Cheques, Currencies, Credit Cards etc. The corresponding Foreign Exchange outgo during the year was Rs. 4.87 crores (Previous year 4.40 crores) resulting in a net foreign exchange earned for the year is Rs. 14.59 crores and Rs. 20.81 crores for the previous year.

DEPOSITS:

During the year under review, the company has accepted deposits from the Directors/ promoters group in terms of the sanction terms of the secured loans.

COMPLIANCE OF LISTING AGREEMENT:

Presently the companys Equity shares are listed at Bombay Stock Exchange (BSE) and National Stock Exchange Limited (NSE) and the company paid the Annual Listing Fees for the year 2010-11. There are no listing fees dues pending.

CORPORATE GOVERNANCE:

The company has taken adequate steps to ensure that the conditions of corporate governance as stipulated in clause 49 of the listing agreement of the stock exchange are complied with. A separate statement on corporate governance together with the auditors certificate of its compliance forms part of this annual report.

MANAGEMENT DISCUSSION AND ANALYSIS:

The Management Discussion and Analysis for the year ended 31st March 2010 is published separately in this Annual Report.

EMPLOYEE RELATIONS:

The relationship with the employees continues to be cordial. The Directors would like to place on record their appreciation of the services rendered by all the employees of the Company.

DIRECTORS RESPONSIBILITY STATEMENT, PURSUANT TO SECTION 217 (2AA) OF THE COMPANIES ACT:

In the preparation of the Annual Accounts, the Generally Accepted Accounting Principles have been followed. All the Accounting Standards as applicable to the Company have been followed. The Directors have selected 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 Loss of the Company for the period. Proper and sufficient care to maintain adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safe guarding the assets of the Company and for preventing and detecting fraud and other irregularities. The Directors have prepared the Annual Accounts on a Going Concern Basis.

DEPOSITORY SYSTEM:

The trading in the equity shares of the company are under compulsory dematerialization mode. As of date, shares representing 92.65% are in dematerialized form. As the depository system offers numerous advantages, the members are requested to take advantage of the same and avail of the facility of dematerialization of the companys shares.

ACKNOWLEDGMENTS:

Yours Directors acknowledge with gratitude and wish to place on record their sincere thanks and appreciation for the co-operation received by the company from various Departments of Central/ State Government, Financial Institutions and Banks for their continued co-operation and the support extended during the year. Your Directors also wish to acknowledge the continued support and confidence reposed in the management by the Shareholders.

For Viceroy Hotels Limited

P. PRABHAKAR REDDY

Chairman & Managing Director

Place: Hyderabad

Date: 26-08-2010