Viceroy Hotels Ltd

To the Members,

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:

(Rs. in lakhs)

2. REVIEW OF OPERATIONS:

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.

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.

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/-.

Thereisnounpaidorunclaimeddividendwiththecompanytilldate.

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:

*Cessation of directors was pursuant to Resolution Plan approved by Hon'ble NCLAT vide order dated 06.10.2023

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.

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.

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.

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.

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.

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.

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.

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.

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

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.

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:

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.

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.

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:

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.

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.

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

1. Foreign Exchange Earnings: ---- Rs. 2,725.28 Lakhs

2. Foreign Exchange Outgo: ---- Rs. 1,348.16 Lakhs

(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.

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.

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.

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

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

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.

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

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 .

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.

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.

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 self-explanatory and do not require any comments thereon.

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.

The Company is in compliance with the applicable secretarial standards.

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.

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.

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.viceroyhotels.in.

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.

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.viceroyhotels.in/.

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

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.

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.

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.

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

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.

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

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).

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at Workplace(Prevention,ProhibitionandRedressal)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.

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

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

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

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 October 11, 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.

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.

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.

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.

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.

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.

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.

The Company has not availed credit and guarantee facilities.

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.

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.

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

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.

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.