Viceroy Hotels Ltd. — Proxy Solicitation & Information Statement 2024

Jun 4, 2024

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Date: 04.06.2024

To

BSE Limited Department of Corporate Services, Floor 25, P.J. Towers, Dalal Street, Mumbai-400001 Scrip Code : 523796	National Stock Exchange of India Limited Exchange Plaza, 5th Floor, Plot No.C/1, G Block, Bandra-Kurla Complex Bandra (East), Mumbai-400051 Scrip Code : VHLTD

Sub: Notice of the Extra Ordinary General Meeting of the Company going to be held on Saturday, June 29, 2024.

Dear Sir/ Madam,

Pursuant to Regulation 30 of the Securities and Exchange Board of India (Listing Obligation & Disclosure Requirements) Regulation, 2015, as amended and any other applicable provision, We are pleased to inform that the Extra Ordinary General Meeting (“EGM”) of the Members of Viceroy Hotels Limited (“the Company”) will be held on Saturday, June 29, 2024 at 11:30 A.M. (IST) through Video Conferencing (“VC”) / Other Audio-Visual Means (“OAVM”).

The Extra ordinary General Meeting Notice is also uploaded on the Company’s website www.viceroyhotels.in

The remote e-voting will be available during the following period

Commencement of remote e-voting	Tuesday, 25th June, 2024 at 9.00 A.M. (IST)
End of remote e-voting	Friday, 28th June 5.00 P.M.(IST)

The remote e-voting module shall be disabled by CDSL for voting after Friday, 28th June (05:00 P.M. IST). Members, who are present at the EGM through VC / OAVM and have not casted their vote on the resolutions through remote e-voting and are otherwise not barred from doing so shall be eligible to vote through e-voting during the EGM.

Members whose names are recorded in the Register of Members of the Company or in the Register of Beneficial Owners maintained by the Depositories as on the cut-off date i.e., Friday, 21st June, 2024 will be entitled to cast their votes by remote e-voting or e-voting during the EGM.

VICEROY HOTELS LIMIED

TATTAMANGALAM Digitally signed by TATTAMANGALAM ANANTHANARAYA ANANTHANARAYANAN NAN VEENA VEENA ARAVIND ARAVIND Date: 2024.06.04 21:04:27 ~~+05~~ ' ~~30~~ '

CIN: L55101TG1965PLC001048

Regd.Off: 8-2-120/112/88 & 89, Aparna Crest, 3rd Floor, Road No. 2 Banjara Hills, Hyderabad – 500 034, Telangana; Ph: 040 40204383 Website: www.viceroyhotels.in Email: secretarial@viceroyhotels.in

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The voting right of members shall be in proportion to their shares of the paid up equity share capital of the company as on cut-off date. Once the vote on a resolution is cast by the shareholder, the shareholder would not be allowed to change it subsequently. A person who is not a member on the cut-off date should accordingly treat the EGM Notice as for information purposes only

Kindly take the above information on your records.

Yours faithfully, For VICEROY HOTELS LIMITED

TATTAMANGALAM Digitally signed by TATTAMANGALAM ANANTHANARAYA ANANTHANARAYANAN NAN VEENA VEENA ARAVIND Date: 2024.06.04 21:04:41 ARAVIND T. A. Veena +05'30' Company Secretary & Compliance Officer

Encl: Notice of the Extra-ordinary General Meeting

VICEROY HOTELS LIMIED

CIN: L55101TG1965PLC001048

Regd.Off: 8-2-120/112/88 & 89, Aparna Crest, 3rd Floor, Road No. 2 Banjara Hills, Hyderabad – 500 034, Telangana; Ph: 040 40204383 Website: www.viceroyhotels.in Email: secretarial@viceroyhotels.in

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NOTICE

NOTICE IS HEREBY GIVEN TO THE SHAREHOLDERS (THE “SHAREHOLDERS” OR THE “MEMBERS”) OF VICEROY HOTELS LIMITED (“COMPANY”) THAT FIRST EXTRA-ORDINARY GENERAL MEETING (“EGM”) FOR THE FINANCIAL YEAR 2024-2025 OF THE COMPANY WILL BE HELD ON SATURDAY, JUNE 29, 2024 AT 11:30 A.M IST THROUGH VIDEO CONFERENCING / OTHER AUDIO VISUAL MEANS TO TRANSACT THE FOLLOWING BUSINESS:

SPECIAL BUSINESS:

ITEM NO. 1

INCREASE IN AUTHORISED SHARE CAPITAL OF THE COMPANY AND ALTERATION OF CAPITAL CLAUSE OF MEMORANDUM OF ASSOCIATION OF THE COMPANY

To consider and, if thought fit, to pass with or without modification(s), the following Resolution as an Ordinary Resolution:

“RESOLVED THAT pursuant to the provisions of Section 61 and other applicable provisions, if any, of the Companies Act, 2013 (including any amendment thereto or re-enactment thereof) and the Rules framed thereunder and considering the earlier approved sub-division of the shares, by the Members of the Company, consent of the Members of the Company be and is hereby accorded for increase in the Authorised Share Capital of the Company from existing Rs.80,00,00,000/- (Indian Rupees Eighty Crores only) divided into 7,00,00,000 equity shares of Rs.10/- (Indian Rupees Ten Only) each and 10,00,000 Preference Shares of INR.100 each to Rs.90,00,00,000 (Rupees Ninety Crores only) divided into 8,00,00,000 (Eight Crore Only) Equity Shares of Rs. 10/- each and 10,00,000 Preference Shares of INR.100 each ranking pari passu in all respect with the existing Equity Shares of the Company as per the Memorandum and Articles of Association of the Company.

RESOLVED FURTHER THAT pursuant to the provisions of Section 13 read with Section 61 and other applicable provisions of the Companies Act, 2013, the Memorandum of Association of the Company be altered in the following manner by substituting with the following new clause, as Clause 5:

“ The Authorised Share Capital of the Company is Rs.90,00,00,000 (Rupees Ninety Crores only) divided into 8,00,00,000 (Eight Crore Only) Equity Shares of Rs. 10/- each and 10,00,000 Preference Shares of INR.100 each .”

RESOLVED FURTHER THAT for the purpose of giving effect to the aforesaid resolution, the Board/ Committee of the Board or any officer(s) authorized by the Board of Directors, be and are hereby authorized to do all such acts, deeds, matters and things whatsoever, including seeking all necessary approvals to give effect to this Resolution and to settle any questions, difficulties or doubts that may arise in this regard”

ITEM NO. 2

ISSUANCE OF EQUITY SHARES ON PRIVATE PLACEMENT THROUGH PREFERENTIAL BASIS TO NON-PROMOTERS

To consider and, if thought fit, to pass with or without modification(s), the following Resolution as an Special Resolution:

“RESOLVED THAT pursuant to the provisions of Sections 42, 62(1)(c) and other applicable provisions, if any, of the Companies Act, 2013 read with applicable rules framed thereunder including Rule 13 of the Companies (Share Capital and Debentures) Rules, 2014 and Rule 14 of the Companies (Prospectus and Allotment of Securities) Rules, 2014 (including any statutory amendment(s) or modification(s) or re-enactment(s) thereof for the time being in force) ( the “Act” ) (ii) the applicable provisions of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended (the “ SEBI ICDR Regulations ”), the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended (the “ SEBI Listing Regulations ”), the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, as amended (the “ SEBI Takeover Regulations ”) and the listing agreements entered into by the Company with the BSE Limited (“ BSE ”) and the National Stock Exchange of India Limited (“ NSE ”) (BSE and NSE

VICEROY HOTELS LIMITED

CIN: L55101TG1965PLC001048

Regd.Off: 8-2-120/112/88 & 89, Aparna Crest, 3rd Floor, Road No. 2 Banjara Hills, Hyderabad – 500 034, Telangana; Ph: 040 40204383 Website: www.viceroyhotels.in Email: secretarial@viceroyhotels.in

1

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shall be collectively referred to as the “ Stock Exchanges ”) on which the Equity Shares of the Company (“ Equity Shares ”) are listed; and the enabling provisions of the Memorandum of Association and Articles of Association of the Company and subject to any other rules, regulations, guidelines, notifications, circulars and clarifications issued from time to time by the Ministry of Corporate Affairs (“ MCA ”), the Securities and Exchange Board of India (“ SEBI ”), the Reserve Bank of India (“ RBI ”) and / or any other competent authority whether in India or abroad to the extent applicable and subject to such approvals, consents, permissions and sanctions as may be necessary or required subject to such conditions as may be imposed or prescribed while granting such approvals, consents, permissions and sanctions, which the Board of Directors of the Company (hereinafter referred to as the “Board” which term shall include any committee constituted that may be constituted by the Board or any other person(s), for the time being exercising the powers conferred on the Board by this resolution and as may be authorised by the Board in this regard) is hereby authorised to accept, the consent and approval of the Members of the Company be and is hereby accorded to the Board to create, issue, offer and allot upto 70,52,540 (Seventy Lakhs Fifty Two Thousand Five Hundred and Forty) Equity Shares having face value of Rs. 10 each (“ Equity Shares ”), ranking pari passu with the existing Equity Shares of the Company, at a price of Rs. 108 (including a premium of Rs. 98 per Equity Share, aggregating to Rs. 76,16,74,320 (Seventy Six Crores Sixteen Lakhs Seventy Four Thousand Three Hundred and Twenty Only), to the Proposed Allottees on a preferential and private placement basis as per details given below, for cash consideration ( “Preferential Allotment” ), provided that the minimum price of Equity Shares so issued shall not be less than the price arrived at, in accordance with Chapter V of the SEBI ICDR Regulations for preferential issue on such terms and conditions, as are stipulated in the explanatory statement attached and as the Board may deem fit in its absolute discretion:

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Sl. Details of Category of Number of Consideration
No. Proposed Allottees Proposed Allottee Equity Shares (Rs.)
KSK Energy Company Body Corporate 4,62,962 4,99,99,896
1.
Private Limited Non-Promoter
K. R. Family Trust Trust 1,38,888 1,49,99,904
2.
Non-Promoter
Leelavathi Parvatha Individual 9,12,037 9,84,99,996
3.
Reddy Non-Promoter
Anil Kumar Masna Individual 43,518 46,99,944
4.
Non-Promoter
Raja Sree Miryala Individual 18,518 19,99,944
5.
Non-Promoter
Thriveni Kotha Individual 9,259 9,99,972
6.
Non-Promoter
Manish Gupta Individual 92,592 99,99,936
7.
Non-Promoter
Prateek Sureka Individual 23,148 24,99,984
8.
Non-Promoter
Aditya Akkineni Individual 69,444 74,99,952
9.
Non-Promoter
Dayakar Munigela Individual 9,259 9,99,972
10.
Non-Promoter
Jyothi Vajjhala Individual 37,037 39,99,996
11.
Non-Promoter
Palatla bharath kumar Individual 1,50,000 1,62,00,000
12.
Non-Promoter
Khushboo Agarwal Individual 69,444 74,99,952
13.
Non-Promoter
Maya Agarwal Individual 92,592 99,99,936
14.
Non-Promoter
Rani Agarwal Individual 23,148 24,99,984
15.
Non-Promoter
Sagireddy Pulla Reddy Individual 92,592 99,99,936
16.
Non-Promoter
Venkata Narayana Rao Individual 46,296 49,99,968
17.
Akkineni Non-Promoter
Hema Latha Battula Individual 46,296 49,99,968
18.
Non-Promoter
Amita Kumar Individual 23,148 24,99,984
19.
Non-Promoter
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VICEROY HOTELS LIMITED

2

CIN: L55101TG1965PLC001048

Regd.Off: 8-2-120/112/88 & 89, Aparna Crest, 3rd Floor, Road No. 2 Banjara Hills, Hyderabad – 500 034, Telangana; Ph: 040 40204383 Website: www.viceroyhotels.in Email: secretarial@viceroyhotels.in

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Arpit Jain Individual 46,296 49,99,968
20.
Non-Promoter
Sri Ratna Alla Individual 46,296 49,99,968
21.
Non-Promoter
Indu Mouli Mogili Individual 2,31,481 2,49,99,948
22.
Non-Promoter
Mali Niranjan Reddy Individual 1,15,740 1,24,99,920
23.
Non-Promoter
Sai Samartha Reddy Individual 23,148 24,99,984
24.
Vennavelly Non-Promoter
Alka Jhunjhunwala Individual 1,85,185 1,99,99,980
25.
Non-Promoter
Sheena Ramesh Sippy Individual 69,000 74,52,000
26.
Non-Promoter
Jitendra Misharsingh Individual 23,000 24,84,000
27.
Chauhan Non-Promoter
Sachit Rajendrakumar Individual 45,000 48,60,000
28.
Agarwal Non-Promoter
Jaya Ashok Individual 45,000 48,60,000
29.
Manghwani Non-Promoter
Abhishek Malpani Individual 69,000 74,52,000
30.
Non-Promoter
Vinit Haresh Dalal Individual 13,500 14,58,000
31.
Non-Promoter
Sheela Ravi Dere Individual 9,250 9,99,000
32.
Non-Promoter
Sharuk ASPI Bhesania Individual 69,000 74,52,000
33.
Non-Promoter
Hutoxi Hoshang Individual 25,000 27,00,000
34.
Boman Non-Promoter
Shruti Ankit Ranka Individual 13,500 14,58,000
35.
Non-Promoter
Akshai Malik Individual 75,000 81,00,000
36.
Non-Promoter
Prateek Kackar Individual 18,500 19,98,000
37.
Non-Promoter
Rashmi Rajesh Surana Individual 10,000 10,80,000
38.
Non-Promoter
Vishal Tholia Individual 18,500 19,98,000
39.
Non-Promoter
Dhananjay Tholia Individual 55,500 5994000
40.
Non-Promoter
Vardhaman Bakers Body Corporate 1,35,000 1,45,80,000
41.
Private Limited Non-Promoter
Priti Rakesh Jhaveri Individual 92,500 99,90,000
42.
Non-Promoter
Shivani Naresh Individual 13,500 14,58,000
43.
Agarwal Non-Promoter
Deesha Raunak Individual 13,500 14,58,000
44.
Kasliwal Non-Promoter
Udbhav Agarwalla Individual 69,000 74,52,000
45.
Non-Promoter
Alisha Harsh Shah Individual 60,000 64,80,000
46.
Non-Promoter
Rishi Rajiv Dhandia Individual 45,000 48,60,000
47.
Non-Promoter
Pranav Virendra Mehta Individual 75,000 81,00,000
48.
Non-Promoter
Sumeetkumar Individual 13,500 14,58,000
49.
Sureshchand Surana Non-Promoter
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VICEROY HOTELS LIMITED

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CIN: L55101TG1965PLC001048 Regd.Off: 8-2-120/112/88 & 89, Aparna Crest, 3rd Floor, Road No. 2 Banjara Hills, Hyderabad – 500 034, Telangana; Ph: 040 40204383 Website: www.viceroyhotels.in Email: secretarial@viceroyhotels.in

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Simran Singh Shergill Individual 92,500 99,90,000
50.
Non-Promoter
Sukena Juzar Retiwala Individual 18,500 19,98,000
51.
Non-Promoter
Siddharth Individual 75,000 81,00,000
52.
Rameshkumar Mishra Non-Promoter
Radhika Tholia Individual 27,500 29,70,000
53.
Non-Promoter
Bela Agarwal Individual 45,000 48,60,000
54.
Non-Promoter
Mahe Talat Zafar Ali Individual 27,500 29,70,000
55.
Non-Promoter
Madhu Vinod Kapur Individual 27,500 29,70,000
56.
Non-Promoter
Sunil Jagmohandas Individual 45,000 48,60,000
57.
Shah Non-Promoter
Avinash Gupta Individual 45,000 48,60,000
58.
Non-Promoter
Anjani Virendraprasad Individual 37,000 39,96,000
59.
Mahadevia Non-Promoter
Shreya Dhariwal Individual 45,000 48,60,000
60.
Non-Promoter
Devvaki Aggarwal Individual 4,500 4,86,000
61.
Non-Promoter
Saurabh Arunkumar Individual 45,000 48,60,000
62.
Lohia Non-Promoter
Zarvan Purwez Delina Individual 75,000 8100000
63.
Non-Promoter
Raunak Kasliwal Individual 92,500 99,90,000
64.
Non-Promoter
Siddhant Sharma Individual 45,000 48,60,000
65.
Non-Promoter
Shonan Sharma Individual 45,000 48,60,000
66.
Non-Promoter
Voracious Enterprises Body Corporate 3,00,000 3,24,00,000
67.
Private Limited Non-Promoter
Ranakpur Enterprises Body Corporate 3,00,000 3,24,00,000
68.
Private Limited Non-Promoter
Subhash Fulchand Individual 4,63,000 5,00,04,000
69.
Sundesha Non-Promoter
Kala Subhash Individual 3,70,000 3,99,60,000
70.
Sundesha Non-Promoter
Saroj Hasmukh Patel Individual 1,35,000 1,45,80,000
71.
Non-Promoter
Saurin Sohil Jhaveri Individual 45,000 48,60,000
72.
Non-Promoter
Dhandutt Nitin Shah Individual 45,000 48,60,000
73.
Non-Promoter
Amitesh Vikramaditya Individual 45,000 48,60,000
74.
Goenka Non-Promoter
Asha Prakash Shah Individual 45,000 48,60,000
75.
Non-Promoter
Aliasger Shabbir Dalal Individual 23,000 24,84,000
76.
Non-Promoter
Prakash Mahendrarai Individual 18,500 19,98,000
77.
Mehta Non-Promoter
Resham Rohan Individual 14,000 15,12,000
78.
Sundesha Non-Promoter
Gaurav Sahgal Individual 23,000 24,84,000
79.
Non-Promoter
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VICEROY HOTELS LIMITED

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CIN: L55101TG1965PLC001048 Regd.Off: 8-2-120/112/88 & 89, Aparna Crest, 3rd Floor, Road No. 2 Banjara Hills, Hyderabad – 500 034, Telangana; Ph: 040 40204383 Website: www.viceroyhotels.in Email: secretarial@viceroyhotels.in

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Samir Nandlal Shah Individual 9,250 9,99,000
80.
Non-Promoter
Kamini Hasmukhlal Individual 1,850 1,99,800
81.
Jasani Non-Promoter
Rushabh Nikunj Parikh Individual 45,000 48,60,000
82.
Non-Promoter
Chetan Chenraj Chopra Individual 23,000 24,84,000
83.
Non-Promoter
Mangilal Individual 92,590 99,99,720
84.
LakshmiChand jain Non-Promoter
Rakesh Reddy Individual 69,444 74,99,952
85.
Madireddy Non-Promoter
Ajit Kumar Mohanty Individual 6,944 7,49,952
86.
Non-Promoter
Rajashree Maohanty Individual 6,944 7,49,952
87.
Non-Promoter
Tarun Raj Individual 25,000 27,00,000
88.
Non-Promoter
Nayana Vasant Nayak Individual 46,296 49,99,968
89.
Non-Promoter
Dr. Annapurna Mantha Individual 23,148 24,99,984
90.
Non-Promoter
Total 70,52,540 76,16,74,320
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RESOLVED FURTHER THAT in accordance with the provisions of Chapter V of the SEBI ICDR Regulations, the “Relevant Date” for the purpose of determining the floor price of the Equity Shares to be allotted pursuant to the Preferential Allotment is hereby fixed as Thursday, May 30, 2024 being the date 30 (thirty) days prior to the last date for remote E-voting i.e. Saturday, June 29, 2024.

RESOLVED FURTHER THAT all the Equity Shares to be created, offered, issued and allotted to the Proposed Allottees by way of the Preferential Allotment shall be subject to the provisions of the Memorandum and Articles of Association of the Company and shall be fully paid up and rank pari passu with the existing Equity Shares of the Company listed on the Stock Exchanges in all aspects (including with respect to dividend and voting powers) from the date of respective allotment thereof, in accordance with the applicable law;

RESOLVED FURTHER THAT without prejudice to the generality of the above resolution, the Preferential Allotment shall be subject to the following terms and conditions apart from others as prescribed under applicable law:

(i) the Equity Shares shall be allotted in dematerialised form by the Company to the Proposed Allottees within a period of 15 (fifteen) days from the date of passing of this resolution by the Members, provided that where the allotment of the said Equity Shares is subject to receipt of any approval or permission from any regulatory authority, the allotment shall be completed within a period of 15 (fifteen) days from the date of receipt of last of such approvals or permissions;

(ii) 100% of the consideration for the Preferential Allotment shall be payable on or before the date of the allotment of the Equity Shares;

(iii) The monies received from the Proposed Allottees for subscription of the Equity Shares pursuant to this Preferential Allotment shall be kept in a separate bank account opened by the Company for this purpose and shall be utilized in accordance with the provisions of the Act and the Listing Regulations;

(iv)The Equity Shares so offered, issued and allotted to the Proposed Allottees, shall be issued for cash consideration only;

(v) the Equity Shares to be allotted shall be subject to lock-in for such period as specified under Chapter V of the SEBI ICDR Regulations and such Equity Shares will be listed and traded on the Stock Exchanges subject to receipt of necessary permissions and approvals; and

VICEROY HOTELS LIMITED

5

CIN: L55101TG1965PLC001048 Regd.Off: 8-2-120/112/88 & 89, Aparna Crest, 3rd Floor, Road No. 2 Banjara Hills, Hyderabad – 500 034, Telangana; Ph: 040 40204383 Website: www.viceroyhotels.in Email: secretarial@viceroyhotels.in

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(vi) The Equity Shares so offered, issued and allotted to the Proposed Allottees will be listed and traded on the Stock Exchanges, where the Equity Shares of the Company are listed, subject to the receipt of necessary payment and approvals, as the case may be;

RESOLVED FURTHER THAT pursuant to the provisions of the Act, the names of the Proposed Allottees be recorded for the issue of invitation to subscribe to the Equity Shares and a private placement offer cum application letter in Form No. PAS-4 be issued to the Proposed Allottees inviting the Proposed Allottees to subscribe to the Equity Shares and consent of the Members of the Company be and is hereby accorded to the issuance of the same to the Proposed Allottees inviting them to subscribe to the Equity Shares;

RESOLVED FURTHER THAT the monies received by the Company from the Proposed Allottees for application of the Equity Shares pursuant to this preferential issue be kept by the Company in a separate bank account.

RESOLVED FURTHER THAT the Proposed Allottees shall be required to bring in the entire consideration for the Equity Shares to be allotted, along with application letter and the consideration for allotment of Equity Shares shall be paid to the Company from the bank account of the Proposed Allottees;

RESOLVED FURTHER THAT the Board or its Committee be and is hereby authorised to issue and allot Equity Shares to the Proposed Allottees.

RESOLVED FURTHER THAT the Board be and is hereby authorized to accept any modification(s) in the terms of issue of Equity Shares, subject to the provisions of the Act and the SEBI ICDR Regulations;

RESOLVED FURTHER THAT the consideration received for allotment of Equity Shares to the Proposed Allottees shall be utilised for the following purposes, and as further detailed in the explanatory statement to the Notice:

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Sl.No Object of the issue for which funds are proposed to Amount of funds to be Tentative timelines
be raised utilized against each for utilization of
Object issue proceeds from
(Rs.in Crores) the date of receipt of
funds
1 Upgradation of facilities in Hotel Marriott, 45.00 3 Years
Marriott Courtyard Hotel and Marriott Convention
Centre and construction of new rooms in Marriott
Courtyard Hotel
2 Repayment of Unsecured Loans 20.00 2 Years
3 General Corporate Purpose 11.16 2 Years
Total 76.16
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RESOLVED FURTHER THAT not more than 25% of the consideration received for allotment of Equity Shares to the Proposed Allottee shall be utilised for General Corporate Purposes;

RESOLVED FURTHER THAT for the purpose of giving effect to this resolution the Board be and is hereby authorized to do all such acts, deeds, matters and things as it may, in its absolute discretion, deem necessary, desirable or expedient, including without limitation, issuing clarifications, resolving all questions of doubt, effecting any modifications or changes to the foregoing (including modification to the terms of the issue), entering into contracts, arrangements, agreements, documents (including for appointment of agencies, intermediaries and advisors for the Preferential Issue) and to authorize all such persons as may be necessary, in connection therewith and incidental thereto as the Board in its absolute discretion shall deem fit without being required to seek any further clarification, consent or approval of the Members and that the Members shall be deemed to have given their approval thereto expressly by the authority of this resolution and to settle all questions, difficulties or doubts that may arise in regard to the Preferential Allotment and listing of Equity Shares with the Stock Exchanges as appropriate and utilization of proceeds of the Preferential Allotment, take all other steps which may be incidental, consequential, relevant or ancillary in this connection and to effect any modification to the foregoing and the decision of the Board shall be final and conclusive;

RESOLVED FURTHER THAT the Board be and is hereby authorized to delegate all or any of the powers herein conferred, as it may deem fit in its absolute direction, to any Committee of the Board or any one or more director(s)/company secretary/any officer(s)of the Company to give effect to the aforesaid resolution;

VICEROY HOTELS LIMITED

6

CIN: L55101TG1965PLC001048 Regd.Off: 8-2-120/112/88 & 89, Aparna Crest, 3rd Floor, Road No. 2 Banjara Hills, Hyderabad – 500 034, Telangana; Ph: 040 40204383 Website: www.viceroyhotels.in Email: secretarial@viceroyhotels.in

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RESOLVED FURTHER THAT all actions taken by the Board in connection with any matter(s) referred to or contemplated in any of the foregoing resolutions be and are hereby approved, ratified and confirmed in all respects.”

By Order of the Board For Viceroy Hotels Limited

CS TA Veena Aravind Company Secretary Mem No.: ACS 17013 Hyderabad, dated this 30[th] day of May, 2024

NOTES

1. In view of the continuing Covid-19 pandemic and consequential restrictions imposed on the movements of people, the Ministry of Corporate Affairs (“MCA”) has vide its General Circular No. 02/2021 dated January 13, 2021 read with Circular No. 20/2020 dated May 05, 2020 in conjunction with Circular No. 14/2020 dated April 08, 2020 and Circular No. 17/2020 dated April 13, 2020, 22/2020 dated June 15, 2020, 33/2020 dated September 28, 2020, 39/2020 dated December 31, 2020, 10/2021 dated June 23, 2021, 20/2021 dated December 08, 2021 and 11/2022 dated 28.12.2022 (collectively referred to as “MCA Circulars”) and SEBI Circular No. SEBI/ HO/CFD/CMD1/CIR/P/2020/79 dated May 12, 2020 and SEBI/HO/CFD/CMD2/CIR/P/2021/ 11 dated January 15, 2021, Regulation 44 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”), the MCA Circulars granted certain relaxations and thus permitted the holding of Extra Ordinary General Meeting (“EGM”) of the companies through VC/OAVM viz. without the physical presence of the Members at a common venue. Hence in compliance with the provisions of the Companies Act, 2013 (“Act”), SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”) and MCA / SEBI Circulars, as applicable, the EGM of the Company is being held through VC / OAVM (e-EGM).

Pursuant to the provisions of the Act, a Member entitled to attend and vote at the EGM is entitled to appoint a proxy to attend and vote on his/her behalf and the proxy need not be a Member of the Company. Since this EGM is being held pursuant to the MCA Circulars through VC / OAVM, physical attendance of Members has been dispensed with. Accordingly, the facility for appointment of proxies by the Members will not be available for the EGM and hence the Proxy Form and Attendance Slip are not annexed to this Notice.

1. The Deemed Venue of the EGM of the Company shall be its Registered Office.

2. Since the EGM will be held through VC/OAVM (e-EGM), the Route Map for venue of EGM is not annexed to the Notice.

3. Members attending the EGM through VC/OAVM shall be counted for the purpose of reckoning the quorum of the EGM under Section 103 of the Act.

4. In compliance with the MCA Circulars and SEBI Circular dated January 15, 2021 as aforesaid, Notice of the EGM is being sent only through electronic mode to those Members whose email addresses are registered with the Company/Depositories/R&T Agent. Members may note that the Notice will also be available on the Company’s website www.viceroyhotels.in, websites of the Stock Exchanges i.e., BSE Limited at www.bseindia.com and NSE India Limited at www.nseindia.com respectively The EGM Notice is also disseminated on the website of CDSL (agency for providing the Remote e-Voting facility

VICEROY HOTELS LIMITED

7

CIN: L55101TG1965PLC001048

Regd.Off: 8-2-120/112/88 & 89, Aparna Crest, 3rd Floor, Road No. 2 Banjara Hills, Hyderabad – 500 034, Telangana; Ph: 040 40204383 Website: www.viceroyhotels.in Email: secretarial@viceroyhotels.in

==> picture [132 x 32] intentionally omitted <==

and e-voting system during the EGM i.e. www.evotingindia.com.

1. In case of joint holders, the Member whose name appears as the first holder in the order of names as per the Register of Members of the Company will be entitled to vote at the EGM.

2. Explanatory Statement pursuant to Section 102 of the Companies Act, 2013, in respect of the Special Business to be transacted at the Extraordinary General Meeting as set out in the Notice is annexed hereto.

3. To avoid fraudulent transaction(s), the identity / signature of the Members holding shares in electronic /demat form is verified with the specimen signatures furnished by NSDL/ CDSL and members holding shares in physical form is verified as per the records of the R&T Agent of the Company. Members are requested to keep the same updated.

4. Members holding shares in the electronic form are requested to inform any changes in address/ bank mandate directly to their respective Depository Participants.

5. 10.The Securities and Exchange Board of India issued a circular for submission of Aadhar number by every participant in securities market. Members holding shares in demat form are, therefore, requested to submit Aadhar Card details to the Depository Participants with whom they have demat accounts.

6. 11.Members are requested to send their queries at least 5 days before the date of meeting so that information can be made available at the meeting.

7. 12.In terms of Section 72 of the Companies Act, 2013, a member of the company may nominate a person on whom the shares held by him/ her shall vest in the event of his/ her death. Members desirous of availing this facility may submit nomination in prescribed Form-SH- 13, and to their respective depository participant, if held in electronic form.

8. 13.In compliance with the aforesaid MCA Circulars and SEBI Circular dated May 12, 2020, which extended vide SEBI circular dated January 15, 2021, Notice of the EGM is being sent only through electronic mode to those Members whose email addresses are registered with the Company/Depositories.

9. 14.For any communication, the shareholders may also send requests to the Company’s investor email id:secretarial@viceroyhotels.in.

10. 15.In compliance with applicable provisions of the Companies Act, 2013 read with aforesaid MCA circulars the EGM of the Company being conducted through Video Conferencing (VC) herein after called as “e-EGM”.

11. 16.Company has appointed CDSL to provide Video Conferencing facility for the Extraordinary General Meeting and the attendant enablers for conducting of the e-EGM.

12. 17.Pursuant to the provisions of the circulars of AMC on the VC/OVAM(e-EGM):

13. a. Members can attend the meeting through log in credentials provided to them to connect to Video conference. Physical attendance of the Members at the Meeting venue is not required.

14. b. Appointment of proxy to attend and cast vote on behalf of the member is not available.

15. c. Body Corporates are entitled to appoint authorised representatives to attend the e-EGM through VC/ OAVM and participate thereat and cast their votes through e-voting.

16. 18.The Members can join the e-EGM 15 minutes before and after the scheduled time of the commencement of the Meeting by following the procedure mentioned in the Notice.

VICEROY HOTELS LIMITED

8

CIN: L55101TG1965PLC001048 Regd.Off: 8-2-120/112/88 & 89, Aparna Crest, 3rd Floor, Road No. 2 Banjara Hills, Hyderabad – 500 034, Telangana; Ph: 040 40204383 Website: www.viceroyhotels.in Email: secretarial@viceroyhotels.in

==> picture [132 x 32] intentionally omitted <==

• 19.Up to 10000 members will be able to join on a FIFO basis to the e-EGM.

• 20.No restrictions on account of FIFO entry into e-EGM in respect of large Shareholders (Shareholders holding 2% or more shareholding), Promoters, Institutional Investors, Directors, Key Managerial Personnel, the Chairpersons of the Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee, Auditors etc.

• 21.The Company has appointed Mr. G Seshadri Vasan, Practicing Company Secretary, as scrutinizer of the company to scrutinize the voting process.

• 22.Members may download this Notice from the Company’s website at www.viceroyhotels.in, websites of the Stock Exchanges i.e. BSE Limited and National Stock Exchange of India Limited at www.bseindia.com and www.nseindia.com , respectively. The Members whose email address are not registered with the Depositories/RTA/Company, to receive the Notice may send their request at secretarial@viceroyhotels.in or aarthiconsultants@gmail.com.

• 23.Dispatch of this Notice and the Explanatory Statement shall be published through an advertisement in one Regional Newspaper, widely circulated in Hyderabad (in vernacular language i.e., Telugu) and one English Newspaper circulated throughout India (in English Language) and shall be hosted at the Company’s website at www.viceroyhotels.in.

• 24.Ms. T A Veena Aravind, Company Secretary of the Company, shall be responsible for addressing all the grievances in relation to e-voting. Her details are as follows: Name: Ms. T A Veena Aravind Designation: Company Secretary and Compliance Officer Registered & Corporate office: 3rd Floor, 8-2-120/112/88 & 89, Aparna Crest, 3rd Floor, Road No. 2, Banjara Hills, Hyderabad – 500 034, Telangana Email id: secretarial@viceroyhotels.in ; Phone No.: 040-4020 4383

• Awareness about Online Resolution of Disputes in the Indian Securities Market through Online Dispute Resolution ('ODR') Portal.

(I) This is to inform the Members that the Securities and Exchange Board of India ("SEBI") vide circular no. SEBI/HO/OIAE/OIAE_IAD1/P/CIR/2023/131 dated July 31, 2023 issued guidelines for online resolution of disputes in the Indian securities market through establishment of a common ODR Portal which harnesses online conciliation and online arbitration for resolution of disputes arising between investors/clients and listed companies (including their RTA's) or specified intermediaries/regulated entities in the securities market.

(II) SEBI vide circular no. SEBI/HO/OIAE/OIAE_IAD-1/P/CIR/2023/135 dated August 4, 2023 has further clarified that the investor shall first take up his/her/their grievance with the Market Participant (Listed Companies, specified intermediaries, regulated entities) by lodging a complaint directly with the concerned Market Participant. If the grievance is not redressed satisfactorily, the investor may escalate the same through the SCORES Portal https://scores.gov.in/scores/Welcome.html in accordance with the process laid out. After exhausting the above options for resolution of the grievance, if the investor is still not satisfied with the outcome, he/she/they can initiate dispute resolution through the ODR Portal.

(III) The SMART ODR Portal can be accessed at: https://smartodr.in/login.

26. Process to cast votes through remote e-voting:

• a) In terms of SEBI circular no. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated December 9, 2020, on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are advised

VICEROY HOTELS LIMITED

CIN: L55101TG1965PLC001048

9

Regd.Off: 8-2-120/112/88 & 89, Aparna Crest, 3rd Floor, Road No. 2 Banjara Hills, Hyderabad – 500 034, Telangana; Ph: 040 40204383 Website: www.viceroyhotels.in Email: secretarial@viceroyhotels.in

==> picture [132 x 32] intentionally omitted <==

to update their mobile number and email Id in their demat accounts in order to access e-Voting facility.

• b) Pursuant to the provisions of Section 108 of the Act read with Rule 20 of the Companies (Management and Administration) Rules, 2014 (as amended) and Regulation 44 of SEBI Listing Regulations (as amended), and the MCA Circulars, the Company is providing facility of remote e-voting to its Members in respect of the business to be transacted at the EGM. For this purpose, the Company has entered into an agreement with Central Depository Services Limited (“CDSL”), as the authorized e-Voting agency for facilitating voting through electronic means. The facility of casting votes by Members using remote e-voting as well as e-voting system on the date of the EGM will be provided by CDSL

• c) Members whose names are recorded in the Register of Members or in the Register of Beneficial Owners maintained by the Depositories as on the Cut-off date i.e Friday, 21st June, 2024, shall be entitled to avail the facility of remote e-voting as well as e-voting system on the date of the EGM. Any recipient of the Notice, who has no voting rights as on the Cut-off date, shall treat this Notice as intimation only

• d) A person who has acquired the shares and has become a Member of the Company after the dispatch of the Notice of the EGM and prior to the Cut-off date i.e Friday, 21st June, 2024, shall be entitled to exercise his/her vote either electronically i.e. remote e-voting or e-voting system on the date of the EGM by following the procedure mentioned in this notice.

• e) The remote e-voting will commence on Tuesday, 25th June, 2024 at 9.00 a.m. (IST) and will end on Friday, 28th June 5.00 p.m.(IST) During this period, the Members of the Company holding shares as on the Cut-off date i.e. Friday, 21st June, 2024 may cast their vote electronically. The Members will not be able to cast their vote electronically beyond the date and time mentioned above and the remote e-voting module shall be disabled for voting by CDSL thereafter. E-Voting shall also be made available at the EGM and the members attending the meeting who have not cast their votes through remote e-voting shall be able to vote at the EGM.

• f) The instructions for Remote E-voting and E-voting during the EGM for shareholders holding shares in dematerialized mode, Physical mode and for the shareholders who have not registered their email addresses has been provided in this Notice

• g) Members who have cast their vote through remote e-voting can participate in the EGM but shall not be entitled to cast their vote again

• h) Once the vote on a resolution is casted by the Member, he/she shall not be allowed to change it subsequently or cast the vote again.

• i) The voting rights of the Members shall be in proportion to their share in the paid up equity share capital of the Company as on the Cut-off date i.e. Friday, 21st June, 2024

• j) The Company has appointed Mr. G Seshadri Vasan, Practising Company Secretary (Membership No. FCS: 11842; CP No: 26490), to act as the Scrutinizer for remote e-voting as well as the e-voting on the date of the EGM, in a fair and transparent manner.

Login method for Individual shareholders holding securities in demat mode is given below:

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Type of Login Method
shareholders
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Login method for Individual shareholders holding securities in demat mode isgiven below:	Login method for Individual shareholders holding securities in demat mode isgiven below:
Type of shareholders Login Method
Individual Shareholders holding securities in demat mode with CDSL Depository	1. Users who have opted for CDSL Easi / Easiest facility, can login through their existing user id and password. Option will be made available to reach e-Voting page without any further authentication. The users to login to Easi / Easiest are requested to visit CDSL website www.cdslindia.com and click on login icon & New System Myeasi Tab. 2. After successful login the Easi/Easiest user will be able to see the e-Voting option for eligible companies where the evoting is in progress as per the information provided by the company. On clicking the e voting option, the user will be able to see e-Voting page of the e-Voting service provider for casting your vote during the remote e-Voting period. Additionally, there is also links provided to access the system of all e-Voting Service Providers, so that the user can visit the e-Voting service providers’ website directly. 3. If the user is not registered for Easi/Easiest, the option to register is available at CDSL website www.cdslindia.com and click on login and New System Myeasi Tab and then click on registration option. 4. Alternatively, the user can directly access e-Voting page by providing Demat Account Number and PAN No. from e-Voting link available on www.cdslindia.com home page. The system will authenticate the user by sending OTP on registered Mobile & Email as recorded

VICEROY HOTELS LIMITED

CIN: L55101TG1965PLC001048

Regd.Off: 8-2-120/112/88 & 89, Aparna Crest, 3rd Floor, Road No. 2 Banjara Hills, Hyderabad – 500 034, Telangana; Ph: 040 40204383 Website: www.viceroyhotels.in Email: secretarial@viceroyhotels.in

10

==> picture [132 x 32] intentionally omitted <==

	in the Demat Account. After successful authentication, the user will be able to see the e- Voting option where the evoting is in progress and also be able to directly access the system of all e-Voting Service Providers.
Individual Shareholders holding securities in demat mode with NSDL Depository	1. If you are already registered for the NSDL IDeAS facility, please visit the eServices website of NSDL. Open web browser by typing the following URL: https://eservices.nsdl.com either on a Personal Computer or on a mobile. Once the home page of e-Services is launched, click on the “Beneficial Owner” icon under “Login” which is available under ‘IDeAS’ section. A new screen will open. You will have to enter your User ID and Password. After successful authentication, you will be able to see e-Voting services. Click on “Access to e-Voting” under e-Voting services and you will be able to see the e- Voting page. Click on company name or e-Voting service provider name and you will be re- directed to e-Voting service provider website for casting your vote during the remote e-Voting period. 2. If you are not registered for IDeAS e-Services, the option to register is available at https://eservices.nsdl.com. Select“Register Online for IDeAS Portal”or click at https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp 3. Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile. Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/ Member’ section. A new screen will open. You will have to enter your User ID (i.e. your sixteen-digit demat account number held with NSDL), Password/OTP and a Verification Code as shown on the screen. After successful authentication, you will be redirected to NSDL Depository site wherein you can see the e-Voting page. Click on company name or e-Voting service provider name and you will be redirected to e-Voting service provider website for casting your vote during the remote e-Voting period.
Individual Shareholders (holding securities in demat mode) login through their Depository Participants (DP)	You can also login using the login credentials of your demat account through your Depository Participant registered with NSDL/CDSL for e-Voting facility. After successful login, you will be able to see e-Voting option. Once you click on the e-Voting option, you will be redirected to the NSDL/CDSL Depository site after successful authentication, wherein you can see the e-Voting feature. Click on company name or e-Voting service provider name and you will be redirected to e-Voting service provider website for casting your vote during the remote e-Voting period.

Important note: Members who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget Password option available at abovementioned website.

Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login through Depository i.e. CDSL and NSDL:

Login Type	Helpdesk Details
Individual Shareholders holding securities in demat mode with CDSL	Members facing any technical issue in login can contact CDSL helpdesk by sending a request at helpdesk.evoting@cdslindia.com or contact at toll free no. 1800 22 55 33
Individual Shareholders holding securities in demat mode with NSDL	Members facing any technical issue in login can contact NSDL helpdesk by sending a request at evoting@nsdl.co.in or call at toll free no.: 022-4886 7000 and 022-2499 7000

(ii) Access through CDSL e-Voting system in case of shareholders holding shares in physical mode and nonindividual shareholders in demat mode:

Login method for Remote e-Voting for Physical shareholders and shareholders other than individual holding in Demat form.

1. The shareholders should log on to the e-voting website www.evotingindia.com

2. Click on “Shareholders” module

VICEROY HOTELS LIMITED

CIN: L55101TG1965PLC001048

Regd.Off: 8-2-120/112/88 & 89, Aparna Crest, 3rd Floor, Road No. 2 Banjara Hills, Hyderabad – 500 034, Telangana; Ph: 040 40204383 Website: www.viceroyhotels.in Email: secretarial@viceroyhotels.in

11

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1. Now enter your User ID: a. For CDSL: 16 digits beneficiary ID, b. For NSDL: 8 Character DP ID followed by 8 Digits Client ID, c. Shareholders holding shares in Physical Form should enter Folio Number registered with the Company.

2. Next enter the Image Verification as displayed and Click on Login.

3. If you are holding shares in demat form and had logged on to www.evotingindia.com and voted on an earlier e-voting of any company, then your existing password is to be used.

6. If you are a first-time user follow the steps given below:

	For Physical Shareholders and other than individual shareholders holding shares in demat
PAN	Enter your 10 digits alpha-numeric PAN issued by the Income Tax Department (Applicable for both demat shareholders as well as physical shareholders) • Shareholders who have not updated their PAN with the Company/Depository Participant are requested to use the sequence number sent by Company/RTA or contact Company/RTA.
Dividend Bank Details OR Date of Birth (DOB)	Enter the Dividend Bank Details or Date of Birth (in dd/mm/yyyy format) as recorded in your demat account or in the company records in order to login. • If both the details are not recorded with the depository or company, please enter the member id/ folio number in the Dividend Bank details field.

7. After entering these details appropriately, click on “SUBMIT” tab.

1. Shareholders holding shares in physical form will then directly reach the Company selection screen. However, shareholders holding shares in demat form will now reach ‘Password Creation’ menu wherein they are required to mandatorily enter their login password in the new password field. Kindly note that this password is to be used by the demat holders for voting for resolutions of any other company on which they are eligible to vote, provided that company opts for e-voting through CDSL platform. It is strongly recommended not to share your password with any person and take utmost care to keep your password confidential.

2. For shareholders holding shares in physical form, the details can be used only for e-voting on the resolutions contained in this Notice.

3. Click on the EVSN of the Company on which you choose to vote.

4. On the voting page, you will see “RESOLUTION DESCRIPTION” and against the same the option “YES/ NO” for voting. Select the option YES or NO as desired. The option YES implies that you assent to the Resolution and option NO implies that you dissent to the Resolution.

5. Click on the “RESOLUTIONS FILE LINK” if you wish to view the entire Resolution details.

6. After selecting the resolution, you have decided to vote on, click on “SUBMIT”. A confirmation box will be displayed. If you wish to confirm your vote, click on “OK”, else to change your vote, click on “CANCEL” and accordingly modify your vote.

7. Once you “CONFIRM” your vote on the resolution, you will not be allowed to modify your vote.

8. You can also take a print of the votes cast by clicking on “Click here to print” option on the Voting page.

9. If a demat account holder has forgotten the login password then Enter the User ID and the image verification code and click on Forgot Password & enter the details as prompted by the system.

10. There is also an optional provision to upload BR/POA if any, uploaded, which will be made available to scrutinizer for verification.

VICEROY HOTELS LIMITED

CIN: L55101TG1965PLC001048

Regd.Off: 8-2-120/112/88 & 89, Aparna Crest, 3rd Floor, Road No. 2 Banjara Hills, Hyderabad – 500 034, Telangana; Ph: 040 40204383 Website: www.viceroyhotels.in Email: secretarial@viceroyhotels.in

12

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(iii) Additional facilities for Non-Individual Shareholders and Custodians- for Remote Voting only

1. Non-Individual shareholders (i.e. other than Individuals, HUF, NRI etc.) and Custodians are required to log on to www.evotingindia.com and register themselves in the “Corporates” module.

2. A scanned copy of the Registration Form bearing the stamp and sign of the entry should be emailed to helpdesk.evoting@cdslindia.com.

3. After receiving the login details a Compliance User should be created using the admin login and password. The Compliance User would be able to link the account(s) for which they wish to vote on.

4. The list of accounts linked in the login will be mapped automatically & can be delinked in case of any wrong mapping.

5. It is mandatory that a scanned copy of the Board Resolution and Power of Attorney (POA) which they have issued in favour of the Custodian, if any, should be uploaded in PDF format in the system for the scrutinizer to verify the same.

6. Alternatively, Non Individual shareholders are required mandatorily to send the relevant Board Resolution/ Authority Letter etc together with attested specimen signature of the duly authorised signatory who are authorised to vote, to the Scrutinizer by e-mail at seshadrifcs@gmail.com, with a copy marked to secretarial@viceroyhotels.in if they have voted from individual tab and not uploaded the same in the CDSL e-voting system for the scrutinizer to verify the same.

7. The Company has appointed Mr. G. Seshadri Vasan, Practicing Company Secretary as Scrutinizer of the Company to scrutinize the voting process. The Scrutinizer report shall be uploaded on the website of the Company and on the website of the Stock Exchanges within 24 hours from the conclusion of the meeting.

(iv) Process for those shareholders whose email ids are not registered with the Depositories for procuring user id and password and registration of email ids for e-voting on the resolutions set out in this notice:

1. For Physical shareholders- please provide necessary details like Folio No., Name of shareholder, scanned copy of the share certificate (front and back), PAN (selfattested scanned copy of PAN card), AADHAR (self-attested scanned copy of Aadhar Card) by email to Company’s Registrar and Share Transfer Agent email id at aarthiconsultants@gmail.com.

2. For Demat shareholders - Please update your email id & mobile no. with your respective Depository Participant (DP)

3. For Individual Demat shareholders – Please update your email id & mobile no. with your respective Depository Participant (DP) which is mandatory while e-Voting & joining virtual meetings through Depository.

v) If you have any queries or issues regarding e-Voting from the CDSL e-Voting System, you can write an email to helpdesk. evoting@cdslindia.com or contact at toll free no. 1800 22 55 33.

vi) All grievances connected with the facility for voting by electronic means may be addressed to Mr. Rakesh Dalvi, Sr. Manager, (CDSL) Central Depository Services (India) Limited, A Wing, 25th Floor, Marathon Futurex, Mafatlal Mill Compounds, N M Joshi Marg, Lower Parel (East), Mumbai - 400013 or send an email to helpdesk. evoting@cdslindia.com or call at toll free no. 1800 22 55 33.

By Order of the Board

For Viceroy Hotels Limited

TATTAMANGALAM Digitally signed by TATTAMANGALAM ANANTHANARAYA ANANTHANARAYANAN NAN VEENA VEENA ARAVIND CS TA Veena Aravind ARAVIND Date: 2024.06.04 21:05:01 +05'30' Company Secretary Mem No.: ACS 17013 Hyderabad, dated this 30[th] day of May, 2024

VICEROY HOTELS LIMITED

CIN: L55101TG1965PLC001048

13

Regd.Off: 8-2-120/112/88 & 89, Aparna Crest, 3rd Floor, Road No. 2 Banjara Hills, Hyderabad – 500 034, Telangana; Ph: 040 40204383 Website: www.viceroyhotels.in Email: secretarial@viceroyhotels.in

==> picture [132 x 32] intentionally omitted <==

EXPLANATORY STATEMENT

[PURSUANT TO SECTION 102(1) AND 110 OF THE COMPANIES ACT, 2013]

Item No: 1

The present Authorised Share Capital of the Company Consist of Rs.80,00,00,000/- (Indian Rupees Eighty Crores only) divided into 7,00,00,000 equity shares of Rs.10/- (Indian Rupees Ten Only) each and 10,00,000 Preference Shares of INR.100 each .

The Board, at its meeting held on May 30, 2024 approved the proposal for infusion of private placement and preferential issue of 70,52,540 Equity Shares. In order to accommodate the Equity Shares to be allotted on preferential basis and for future requirements, the Board, at the same meeting, has accorded its approval for increasing the Authorised Share Capital existing Rs.80,00,00,000/- (Indian Rupees Eighty Crores only) divided into 7,00,00,000 equity shares of Rs.10/(Indian Rupees Ten Only) each and 10,00,000 Preference Shares of INR.100 each to Rs.90,00,00,000 (Rupees Ninety Crores only) divided into 8,00,00,000 (Eight Crore Only) Equity Shares of Rs. 10/- each and 10,00,000 Preference Shares of INR.100 each ranking pari passu in all respect with the existing Equity Shares of the Company as per the Memorandum and Articles of Association of the Company, subject to shareholders approval.

The aforesaid increase will require the amendment of the capital clause of the Memorandum of Association.

Pursuant to the provisions of Section 13 & 61 of the Companies Act, 2013, approval of the Members is required for increasing the Authorised Share Capital of the Company

Accordingly, the Board recommends the resolutions set out at Item No.1 seeking approval of the Members for increasing the Authorised Share Capital of the Company

None of the Directors or Key Managerial Personnel of the Company or their respective relatives, are in any way concerned or interested, financially or otherwise in the said resolutions.

Item No: 2

The Board of Directors of the Company (the “ Board ”) at its meeting held on Thursday, May 30, 2024 had, subject to the approval of the Members and such other approvals as may be required, approved the proposal to create, issue, offer and allot upto 70,52,540 (Seventy Lakhs Fifty Two Thousand Five Hundred and Forty) Equity Shares having face value of Rs. 10 each (“ Equity Shares ”), ranking pari passu with the existing Equity Shares of the Company, at an issue price of Rs.108 (including a premium of Rs. 98) per Equity Share, aggregating to Rs. 76,16,74,320 (Seventy Six Crores Sixteen Lakhs Seventy Four Thousand Three Hundred and Twenty Only), to the following Proposed Allottees on a preferential and private placement basis, for cash consideration (“ Preferential Allotment ”):

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Sl. Details of Category of Number of Consideration
No. Proposed Allottees Proposed Allottee Equity (Rs.)
Shares
KSK Energy Company Body Corporate 4,62,962 4,99,99,896
1.
Private Limited Non-Promoter
Trust 1,38,888 1,49,99,904
2.
K. R. Family Trust Non-Promoter
Leelavathi Parvatha Individual 9,12,037 9,84,99,996
3.
Reddy Non-Promoter
Individual 43,518 46,99,944
4.
Anil Kumar Masna Non-Promoter
Individual 18,518 19,99,944
5.
Raja Sree Miryala Non-Promoter
Individual 9,259 9,99,972
6.
Thriveni Kotha Non-Promoter
Individual 92,592 99,99,936
7.
Manish Gupta Non-Promoter
Individual 23,148 24,99,984
8.
Prateek Sureka Non-Promoter
Individual 69,444 74,99,952
9.
Aditya Akkineni Non-Promoter
----- End of picture text -----

VICEROY HOTELS LIMITED

CIN: L55101TG1965PLC001048

Regd.Off: 8-2-120/112/88 & 89, Aparna Crest, 3rd Floor, Road No. 2 Banjara Hills, Hyderabad – 500 034, Telangana; Ph: 040 40204383 Website: www.viceroyhotels.in Email: secretarial@viceroyhotels.in

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Individual 9,259 9,99,972
10.
Dayakar Munigela Non-Promoter
Individual 37,037 39,99,996
11.
Jyothi Vajjhala Non-Promoter
Individual 1,50,000 1,62,00,000
12.
Palatla bharath kumar Non-Promoter
Individual 69,444 74,99,952
13.
Khushboo Agarwal Non-Promoter
Individual 92,592 99,99,936
14.
Maya Agarwal Non-Promoter
Individual 23,148 24,99,984
15.
Rani Agarwal Non-Promoter
Individual 92,592 99,99,936
16.
Sagireddy Pulla Reddy Non-Promoter
Venkata Narayana Rao Individual 46,296 49,99,968
17.
Akkineni Non-Promoter
Individual 46,296 49,99,968
18.
Hema Latha Battula Non-Promoter
Individual 23,148 24,99,984
19.
Amita Kumar Non-Promoter
Individual 46,296 49,99,968
20.
Arpit Jain Non-Promoter
Individual 46,296 49,99,968
21.
Sri Ratna Alla Non-Promoter
Individual 2,31,481 2,49,99,948
22.
Indu Mouli Mogili Non-Promoter
Individual 1,15,740 1,24,99,920
23.
Mali Niranjan Reddy Non-Promoter
Sai Samartha Reddy Individual 23,148 24,99,984
24.
Vennavelly Non-Promoter
Individual 1,85,185 1,99,99,980
25.
Alka Jhunjhunwala Non-Promoter
Individual 69,000 74,52,000
26.
Sheena Ramesh Sippy Non-Promoter
Jitendra Misharsingh Individual 23,000 24,84,000
27.
Chauhan Non-Promoter
Sachit Rajendrakumar Individual 45,000 48,60,000
28.
Agarwal Non-Promoter
Jaya Ashok Individual 45,000 48,60,000
29.
Manghwani Non-Promoter
Individual 69,000 74,52,000
30.
Abhishek Malpani Non-Promoter
Individual 13,500 14,58,000
31.
Vinit Haresh Dalal Non-Promoter
Individual 9,250 9,99,000
32.
Sheela Ravi Dere Non-Promoter
Individual 69,000 74,52,000
33.
Sharuk ASPI Bhesania Non-Promoter
Hutoxi Hoshang Individual 25,000 27,00,000
34.
Boman Non-Promoter
Individual 13,500 14,58,000
35.
Shruti Ankit Ranka Non-Promoter
Individual 75,000 81,00,000
36.
Akshai Malik Non-Promoter
Individual 18,500 19,98,000
37.
Prateek Kackar Non-Promoter
Individual 10,000 10,80,000
38.
Rashmi Rajesh Surana Non-Promoter
Individual 18,500 19,98,000
39.
Vishal Tholia Non-Promoter
Individual 55,500 5994000
40. Dhananjay Tholia
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VICEROY HOTELS LIMITED

CIN: L55101TG1965PLC001048

Regd.Off: 8-2-120/112/88 & 89, Aparna Crest, 3rd Floor, Road No. 2 Banjara Hills, Hyderabad – 500 034, Telangana; Ph: 040 40204383 Website: www.viceroyhotels.in Email: secretarial@viceroyhotels.in

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Non-Promoter
Vardhaman Bakers Body Corporate 1,35,000 1,45,80,000
41.
Private Limited Non-Promoter
Individual 92,500 99,90,000
42.
Priti Rakesh Jhaveri Non-Promoter
Shivani Naresh Individual 13,500 14,58,000
43.
Agarwal Non-Promoter
Deesha Raunak Individual 13,500 14,58,000
44.
Kasliwal Non-Promoter
Individual 69,000 74,52,000
45.
Udbhav Agarwalla Non-Promoter
Individual 60,000 64,80,000
46.
Alisha Harsh Shah Non-Promoter
Individual 45,000 48,60,000
47.
Rishi Rajiv Dhandia Non-Promoter
Individual 75,000 81,00,000
48.
Pranav Virendra Mehta Non-Promoter
Sumeetkumar Individual 13,500 14,58,000
49.
Sureshchand Surana Non-Promoter
Individual 92,500 99,90,000
50.
Simran Singh Shergill Non-Promoter
Individual 18,500 19,98,000
51.
Sukena Juzar Retiwala Non-Promoter
Siddharth Individual 75,000 81,00,000
52.
Rameshkumar Mishra Non-Promoter
Individual 27,500 29,70,000
53.
Radhika Tholia Non-Promoter
Individual 45,000 48,60,000
54.
Bela Agarwal Non-Promoter
Individual 27,500 29,70,000
55.
Mahe Talat Zafar Ali Non-Promoter
Individual 27,500 29,70,000
56.
Madhu Vinod Kapur Non-Promoter
Sunil Jagmohandas Individual 45,000 48,60,000
57.
Shah Non-Promoter
Individual 45,000 48,60,000
58.
Avinash Gupta Non-Promoter
Anjani Virendraprasad Individual 37,000 39,96,000
59.
Mahadevia Non-Promoter
Individual 45,000 48,60,000
60.
Shreya Dhariwal Non-Promoter
Individual 4,500 4,86,000
61.
Devvaki Aggarwal Non-Promoter
Saurabh Arunkumar Individual 45,000 48,60,000
62.
Lohia Non-Promoter
Individual 75,000 8100000
63.
Zarvan Purwez Delina Non-Promoter
Individual 92,500 99,90,000
64.
Raunak Kasliwal Non-Promoter
Individual 45,000 48,60,000
65.
Siddhant Sharma Non-Promoter
Individual 45,000 48,60,000
66.
Shonan Sharma Non-Promoter
Voracious Enterprises Body Corporate 3,00,000 3,24,00,000
67.
Private Limited Non-Promoter
Ranakpur Enterprises Body Corporate 3,00,000 3,24,00,000
68.
Private Limited Non-Promoter
Subhash Fulchand Individual 4,63,000 5,00,04,000
69.
Sundesha Non-Promoter
Kala Subhash Individual 3,70,000 3,99,60,000
70.
Sundesha Non-Promoter
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VICEROY HOTELS LIMITED

CIN: L55101TG1965PLC001048

Regd.Off: 8-2-120/112/88 & 89, Aparna Crest, 3rd Floor, Road No. 2 Banjara Hills, Hyderabad – 500 034, Telangana; Ph: 040 40204383 Website: www.viceroyhotels.in Email: secretarial@viceroyhotels.in

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Individual 1,35,000 1,45,80,000
71. Saroj Hasmukh Patel Non-Promoter
Individual 45,000 48,60,000
72.
Saurin Sohil Jhaveri Non-Promoter
Individual 45,000 48,60,000
73.
Dhandutt Nitin Shah Non-Promoter
Amitesh Vikramaditya Individual 45,000 48,60,000
74.
Goenka Non-Promoter
Individual 45,000 48,60,000
75.
Asha Prakash Shah Non-Promoter
Individual 23,000 24,84,000
76.
Aliasger Shabbir Dalal Non-Promoter
Prakash Mahendrarai Individual 18,500 19,98,000
77.
Mehta Non-Promoter
Resham Rohan Individual 14,000 15,12,000
78.
Sundesha Non-Promoter
Individual 23,000 24,84,000
79.
Gaurav Sahgal Non-Promoter
Individual 9,250 9,99,000
80. Samir Nandlal Shah
Non-Promoter
Kamini Hasmukhlal Individual 1,850 1,99,800
81.
Jasani Non-Promoter
Individual 45,000 48,60,000
82.
Rushabh Nikunj Parikh Non-Promoter
Individual 23,000 24,84,000
83.
Chetan Chenraj Chopra Non-Promoter
Mangilal Individual 92,590 99,99,720
84.
LakshmiChand jain Non-Promoter
Rakesh Reddy Individual 69,444 74,99,952
85.
Madireddy Non-Promoter
Individual 6,944 7,49,952
86.
Ajit Kumar Mohanty Non-Promoter
Individual 6,944 7,49,952
87.
Rajashree Maohanty Non-Promoter
Individual 25,000 27,00,000
88.
Tarun Raj Non-Promoter
Individual 46,296 49,99,968
89.
Nayana Vasant Nayak Non-Promoter
Individual 23,148 24,99,984
90.
Dr. Annapurna Mantha Non-Promoter
Total 70,52,540 786,16,74,320
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In terms of the provisions of Sections 42 and 62(1)(c), and other applicable provisions, if any, of the Companies Act, 2013, and Rules framed thereunder including Rule 13 of the Companies (Share Capital and Debentures) Rules, 2014, as amended and Rule 14 of the Companies (Prospectus and Allotment of Securities) Rules, 2014, as amended and the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 as amended (“ SEBI ICDR Regulations ”), any preferential allotment of securities is required to be approved by the Members of the Company by way of a special resolution.

Therefore, the consent of the Members is being sought by way of a special resolution to enable the Board to create, issue, offer and allot Equity Shares as may be permitted under applicable laws to the Proposed Allottees in accordance with the provisions of the Companies Act, 2013 and Rules made thereunder, SEBI ICDR Regulations, as amended, and any other applicable laws, including with respect to the pricing of the Equity Shares proposed to be issued under Preferential Allotment.

Necessary information / details in respect of the proposed Preferential Allotment of Equity Shares in terms of Sections 42 and 62 of the Act, read with Rule 13 of the Companies (Share Capital and Debentures) Rules, 2014, as amended and Rule 14 of the Companies (Prospectus and Allotment of Securities) Rules, 2014, as amended and Chapter V of the SEBI ICDR Regulations are as under:

VICEROY HOTELS LIMITED

17

CIN: L55101TG1965PLC001048

Regd.Off: 8-2-120/112/88 & 89, Aparna Crest, 3rd Floor, Road No. 2 Banjara Hills, Hyderabad – 500 034, Telangana; Ph: 040 40204383 Website: www.viceroyhotels.in Email: secretarial@viceroyhotels.in

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1. Particulars of the issue including terms of issue, issue size, date of passing of Board Resolution, kind of securities offered, nature of such shares i.e., cumulative or non-cumulative, participating or non participating, convertible or non-convertible, nominal value of and total number of securities to be issued, rate of dividend and the issue price:-

The Board at its meeting held on Thursday, May 30, 2024 had subject to the approval of the Members of the Company and subject to receipt of such other approval(s) or permission(s) from any regulatory authority(ies) as may be required, approved the creation, issue, offer and allotment of the following securities to the Proposed Allottees, on a Preferential and Private Placement basis, for cash consideration upto 70,52,540 (Seventy Lakhs Fifty Two Thousand Five Hundred and Forty) Equity Shares having face value of Rs. 10 each (“ Equity Shares ”), ranking pari passu with the existing Equity Shares of the Company, at a price of Rs. 108 (including a premium of Rs. 98 per Equity Share, aggregating to Rs. 76,16,74,320 (Seventy Six Crores Sixteen Lakhs Seventy Four Thousand Three Hundred and Twenty Only)

The Equity Shares shall rank pari passu with the existing Equity Shares of the Company, in all respects, in accordance with applicable law.

The Preferential Allotment to the Proposed Allottees will be subject to applicable transfer restrictions stipulated under Regulation 168 of the SEBI ICDR Regulations.

The other terms and conditions of the Preferential Allotment of the Equity Shares are as stated in the resolution and this statement.

2. Manner of issue of Equity Shares:-

Private Placement and Preferential Allotment upto 70,52,540 (Seventy Lakhs Fifty Two Thousand Five Hundred and Forty) Equity Shares having face value of Rs. 10 each (“ Equity Shares ”), ranking pari passu with the existing Equity Shares of the Company, at a price of Rs. 108 (including a premium of Rs. 98 per Equity Share, aggregating to Rs. 76,16,74,320 (Seventy Six Crores Sixteen Lakhs Seventy Four Thousand Three Hundred and Twenty Only) to the Identified Investors.

Equity shares to Non Promoters: Total there are 90 Non –Promoter investors to the Issue

3. Manner and modes of redemption:- Not applicable as Equity Shares are being issued.

4. Objects of the Preferential Allotment:-

The Company shall utilize the proceeds of the Preferential Allotment of Equity Shares in the following manner:

Sl.No	Object of the issue for which funds are proposed to be raised	Amount of funds to be utilized against each Object (Rs.in Crores)	Tentative timelines for utilization of issue proceeds from the date of receipt of funds
1	Upgradation of facilities in Hotel Marriott, Marriott Courtyard Hotel and Marriott Convention Centre and construction of new rooms in Marriott Courtyard Hotel	45.00	3 Years
2	Repayment of Unsecured Loans	20.00	2 Years
3	General Corporate Purpose	11.16	2 Years
	Total	76.16

While the amounts proposed to be utilised against each of the objects have been specified above, there may be a deviation of +/- 10% depending upon future circumstances, in terms of NSE Notice No. NSE/ CML/2022/56 dated December 13, 2022, as the objects are based on management estimates and other commercial and technical factors. Accordingly, the same is dependent on a variety of factors such as financial, market and sectoral conditions, business performance and strategy, competition and other external factors, which may not be within the control of the Company and may result in modifications to the proposed schedule for utilization of the Net Proceeds at the discretion of the Board, subject to compliance with applicable laws.

The total amount of issue size be allocated for different objects of the issue shall together be used only for the objects of the issue as specified herein above and the same shall not be added to the General Corporate Purposes (“GCP”)

VICEROY HOTELS LIMITED

CIN: L55101TG1965PLC001048

Regd.Off: 8-2-120/112/88 & 89, Aparna Crest, 3rd Floor, Road No. 2 Banjara Hills, Hyderabad – 500 034, Telangana; Ph: 040 40204383 Website: www.viceroyhotels.in Email: secretarial@viceroyhotels.in

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Pending utilization of the proceeds from the Preferential Allotment, the Company shall invest such proceeds in government securities, deposits with one or more scheduled commercial Banks included in the second schedule of Reserve Bank of India and other instruments.

Since the funds raised are less than Rs.100 Crores, there was no need to appoint a Monitoring Agency for monitoring the utilization of funds.

5. Maximum number of securities to be issued:-

• The Board in the meeting held on May 30, 2024 has approved issue not exceeding 70,52,540 (Seventy Lakhs Fifty Two Thousand Five Hundred and Forty) Equity Shares having face value of Rs. 10 each (“ Equity Shares ”), ranking pari passu with the existing Equity Shares of the Company, at a price of Rs. 108 (including a premium of Rs. 98 per Equity Share, aggregating to Rs. 76,16,74,320 (Seventy Six Crores Sixteen Lakhs Seventy Four Thousand Three Hundred and Twenty Only) Please refer to point no.7 below for the basis on which the price has been arrived at.

6. Class or classes of persons whom the allotment is proposed to be made:- Non-Promoters

7. The price or price band at which the allotment is proposed:-

The issue price is Rs. 108 (including a premium of Rs. 98 per Share) provided that the minimum price of Equity Shares so issued shall not be less than the price arrived at, in accordance with Regulation 164 and 165 of the ICDR Regulations as applicable.

8. Relevant Date:-

In terms of the provisions of Chapter V of the SEBI ICDR Regulations, the Relevant Date for determining the floor price for the Preferential Allotment of the Equity Shares is Thursday, May 30, 2024 being the date 30 (thirty) days prior to the last date for remote E-voting i.e. Saturday, June 29, 2024, Basis on which the floor price of preferential issue has been arrived at and justification for the price (including premium, if any):-

The Equity Shares of the Company are listed on the BSE Limited (“ BSE ”) and the National Stock Exchange of India Limited (“ NSE ”) (NSE together with BSE shall hereinafter be referred to as the “Stock Exchanges”). The Company was under CIRP from March 2018 till October 2023. The Company came out of CIRP and got its restructured capital, post the CIRP process, relisted on BSE and NSE from April 3, 2024.

As required under Articles of Association of the Company and in terms of Regulation 164 and 165 of the SEBI ICDR Regulations, as may be applicable, M/s Katla &Associates, Chartered Accountants, Independent Registered Valuer (IBBI Registered Valuer No. IBBI/RV/06/2022/14859 ; Membership No. 243893 having its office at 101, First Floor, Forutne Plaza, Friends Colony, Manikonda, Hyderabad – 500089, Telangana, a registered valuer has determined the intrinsic value of Equity Shares of the Company as on the May 30, 2024 at a price not less than Rs.103.17 per share as per the valuation report (“Valuation Report”). After taking into consideration of the Valuation Report, the Board has finalized the issue price of Rs.108 (Rupees One Hundred And Eight only) per Equity Share having face value of Rs. 10 each (including a premium of Rs. 98 per Equity Share).

The valuation report shall be available for inspection by the Members at the Meeting and will also be made available on the Company’s website and can be accessed at https://www. www.viceroyhotels.in/

Since the Equity Shares of the Company have been listed on the recognized Stock Exchanges for a period less than 90 Trading Days prior to the Relevant Date, it is required to re-compute the issue price per Equity Share and therefore, the Company will submit the undertakings specified under Regulations 163(1) (g) and (h) of the SEBI ICDR Regulations.

9. Valuation and justification for the allotment proposed to be made for consideration other than cash:- Not Applicable as the allotment is for cash consideration.

10. Amount which the Company intends to raise by way of such securities/size of the issue:- The Company intends to raise an amount aggregating upto Rs. 76,16,74,320 (Seventy Six Crores Sixteen Lakhs Seventy Four Thousand Three Hundred and Twenty Only)

VICEROY HOTELS LIMITED

19

CIN: L55101TG1965PLC001048 Regd.Off: 8-2-120/112/88 & 89, Aparna Crest, 3rd Floor, Road No. 2 Banjara Hills, Hyderabad – 500 034, Telangana; Ph: 040 40204383 Website: www.viceroyhotels.in Email: secretarial@viceroyhotels.in

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11. Proposal/Intention of the promoters, directors or key managerial personnel of the Company to subscribe to the Preferential Allotment:-

The Equity Shares shall be offered to the Proposed Allottees only. The Proposed Allottees belong to Non-Promoter Group. Other than the Proposed Allottees, none of the promoters, Directors and Key Managerial Personnel of the Company / their relatives are subscribing to this offer.

12. Time frame within which the Preferential Allotment shall be completed:-

As required under the SEBI ICDR Regulations, the Equity Shares shall be allotted by the Company within a period of 15 (fifteen) days from the date of passing of the Special resolution provided that where the allotment of the proposed Equity Shares is pending on account of non-receipt of any approval or permission from any regulatory authority, the allotment shall be completed within a period of 15 (fifteen) days from the date of receipt of last of such approvals or permissions.

The Company shall accordingly, without any further approval from the Members of the Company, allot the corresponding number of Equity Shares in dematerialized form.

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13. Shareholding pattern of the Company before and after the Preferential Allotment:-
Sr. Category of shareholder Pre-Issue of Equity Post Issue
No. Shares (As on March 31,
2024)
Number of % of total Number of % of total
Equity Equity Equity Equity
Shares Shares Shares shares
(A) Promoters and Promoter Group Holding
1 Indian Promoters/Promoter Group 6,00,00,000 95 6,00,00,000 85.45
(a) Individuals/ HUF - - - -
(b) Bodies Corporate - - - -
SubTotal 6,00,00,000 6,00,00,000
Foreign Promoters/Promoter Group - - - -
Total Shareholding of Promoter and 6,00,00,000 95 6,00,00,000 85.45
Promoter Group
(B) Non-Promoters’shareholding
1 Institutions
(a) Mutual Funds - - - -
(b) Alternative Investment Fund - - - -
(c) Financial Institutions / Bank 9,98,868 1.58 9,98,868 1.42
(d) Foreign Portfolio Investors -Corp - - - -
(e) Foreign Bank - - - -
(f) Insurance Companies - - - -
Sub Total (B) (1) 9,98,868 9,98,868 -
2 Non-Institutions -
(a) ClearingMembers - - - -
(b) HUF - - - -
(c) BodiesCorporate - - 11,97,962 1.71
(d) NBFC 15,27,448 2.42 15,27,448 2.17
(e) Non-Resident Indians - - - -
(f) Trusts - - 1,38,888 0.20
----- End of picture text -----

VICEROY HOTELS LIMITED

20

CIN: L55101TG1965PLC001048 Regd.Off: 8-2-120/112/88 & 89, Aparna Crest, 3rd Floor, Road No. 2 Banjara Hills, Hyderabad – 500 034, Telangana; Ph: 040 40204383 Website: www.viceroyhotels.in Email: secretarial@viceroyhotels.in

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(g) Individuals 6,31,579 1 63,47,269 9.05
(h) Others - - - -
SubTotal(B)(2) 21,59,027 9211567
Total Non-Promoters’Shareholding 31,57,895 5 102,10,435 14.55
(C) Custodians for GDRs and ADRs - - - -
GRAND TOTAL 6,31,57,895 100 702,10,435 100
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14. Names of the Proposed Allottees, identity of the natural persons who are the ultimate beneficial owners of the shares proposed to be allotted and/or who ultimately control the Proposed Allottee, the percentage of post preferential issue capital that may be held by them:-

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S. Name of the Registered Office Ultimate Beneficial owner
No Companies/LLPs/Trust (UBO)
1 KSK Energy Company 8-2-293/82A/431/A Road Sreeram Reddy Vanga
Private Limited No.22 Jubileehills,
Hyderabad -500033,
Telangana
2 K. R. Family Trust 669, 7th Cross Krishna Muthagere Raghavan
M Block Kuvempunagar,
Near Ganesh Temple Bus
Depot, Mysore - 570023,
Karnataka
3 Vardhaman Bakers Private Kh. No.67/2/2, Gram Dhirendra Kasliwal
Limited Solsinda, Tehsil Sanwer, Raunak Kasliwal
Indore, Indore- 453551,
Madhya Pradesh Jai Tholia
Ajay Tholia
4 Voracious Enterprises Private 117, First and Second Romil Subhash Sundesha
Limited Floor, 3rd Main, Domlur
2nd Stage, Bangalore-
560071. Karnataka
5 Ranakpur Enterprises Private 206-207 Creative INDL. Subhash Fulchand Sundesha
Limited Estate,72 N M Joshi Marg
Mumbai-
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All the proposed allottees as furnished herewith below are the ultimate beneficial owners of the shares along with their status as to promoter/ non-promoter, pre and post preferential issue. There will be no change with status of the proposed allottees post the preferential issue.

VICEROY HOTELS LIMITED

21

CIN: L55101TG1965PLC001048 Regd.Off: 8-2-120/112/88 & 89, Aparna Crest, 3rd Floor, Road No. 2 Banjara Hills, Hyderabad – 500 034, Telangana; Ph: 040 40204383 Website: www.viceroyhotels.in Email: secretarial@viceroyhotels.in

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The details of Pre and Post holding are as under:

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Pre-issue holding Number Post-issue holding
Name of Proposed
Sl. Allottees Category of Equity Category
(Pre-Issue) Shares to (Post
No. be allotted Issue)
No. of No. of
% of holding % of
Equity Equity
holding
Shares Shares
Body Corporate Body
0 0 4,62,962 4,62,962 0.66
Corporate
Non-Promoter
KSK Energy Company Non-
1. Private Limited Promoter
Trust Trust
0 0 1,38,888 1,38,888 0.20
Non-Promoter Non-
Promoter
2. K. R. Family Trust
Individual Individual
0 0 9,12,037 9,12,037 1.30
Non-Promoter Non-
Leelavathi Parvatha
Promoter
3. Reddy
Individual Individual
0 0 43,518 43,518 0.06
Non-Promoter Non-
Promoter
4. Anil Kumar Masna
Individual Individual
0 0 18,518 18,518 0.03
Non-Promoter Non-
Promoter
5. Raja Sree Miryala
Individual Individual
0 0 9,259 9,259 0.01
Non-Promoter Non-
Promoter
6. Thriveni Kotha
Individual Individual
0 0 92,592 92,592 0.13
Non-Promoter Non-
Promoter
7. Manish Gupta
Individual Individual
0 0 23,148 23,148 0.03
Non-Promoter Non-
Promoter
8. Prateek Sureka
Individual Individual
0 0 69,444 69,444 0.10
Non-Promoter Non-
Promoter
9. Aditya Akkineni
Individual Individual
0 0 9,259 9,259 0.01
Non-Promoter Non-
Promoter
10. Dayakar Munigela
----- End of picture text -----

VICEROY HOTELS LIMITED

22

CIN: L55101TG1965PLC001048 Regd.Off: 8-2-120/112/88 & 89, Aparna Crest, 3rd Floor, Road No. 2 Banjara Hills, Hyderabad – 500 034, Telangana; Ph: 040 40204383 Website: www.viceroyhotels.in Email: secretarial@viceroyhotels.in

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Individual Individual
0 0 37,037 37,037 0.05
Non-Promoter Non-
Promoter
11. Jyothi Vajjhala
Individual Individual
0 0 1,50,000 1,50,000 0.21
Non-Promoter Non-
Promoter
12. Palatla bharath kumar
Individual Individual
0 0 69,444 69,444 0.10
Non-Promoter Non-
Promoter
13. Khushboo Agarwal
Individual Individual
0 0 92,592 92,592 0.13
Non-Promoter Non-
Promoter
14. Maya Agarwal
Individual Individual
0 0 23,148 23,148 0.03
Non-Promoter Non-
Promoter
15. Rani Agarwal
Individual Individual
0 0 92,592 92,592 0.13
Non-Promoter Non-
Promoter
16. Sagireddy Pulla Reddy
Individual Individual
0 0 46,296 46,296 0.07
Non-Promoter Non-
Venkata Narayana Rao Promoter
17. Akkineni
Individual Individual
0 0 46,296 46,296 0.07
Non-Promoter Non-
Promoter
18. Hema Latha Battula
Individual Individual
0 0 23,148 23,148 0.03
Non-Promoter Non-
Promoter
19. Amita Kumar
Individual Individual
0 0 46,296 46,296 0.07
Non-Promoter Non-
Promoter
20. Arpit Jain
Individual Individual
0 0 46,296 46,296 0.07
Non-Promoter Non-
Promoter
21. Sri Ratna Alla
Individual Individual
0 0 2,31,481 2,31,481 0.33
Non-Promoter Non-
Promoter
22. Indu Mouli Mogili
Individual Individual
0 0 1,15,740 1,15,740 0.16
Non-Promoter Non-
Promoter
23. Mali Niranjan Reddy
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VICEROY HOTELS LIMITED

23

CIN: L55101TG1965PLC001048 Regd.Off: 8-2-120/112/88 & 89, Aparna Crest, 3rd Floor, Road No. 2 Banjara Hills, Hyderabad – 500 034, Telangana; Ph: 040 40204383 Website: www.viceroyhotels.in Email: secretarial@viceroyhotels.in

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----- Start of picture text -----

Individual Individual
0 0 23,148 23,148 0.03
Non-Promoter Non-
Sai Samartha Reddy Promoter
24. Vennavelly
Individual Individual
0 0 1,85,185 1,85,185 0.26
Non-Promoter Non-
Promoter
25. Alka Jhunjhunwala
Individual Individual
0 0 69,000 69,000 0.10
Non-Promoter Non-
Promoter
26. Sheena Ramesh Sippy
Individual Individual
0 0 23,000 23,000 0.03
Non-Promoter Non-
Jitendra Misharsingh Promoter
27. Chauhan
Individual Individual
0 0 45,000 45,000 0.06
Non-Promoter Non-
Sachit Rajendrakumar Promoter
28. Agarwal
Individual Individual
0 0 45,000 45,000 0.06
Non-Promoter Non-
Jaya Ashok Promoter
29. Manghwani
Individual Individual
0 0 69,000 69,000 0.10
Non-Promoter Non-
Promoter
30. Abhishek Malpani
Individual Individual
0 0 13,500 13,500 0.02
Non-Promoter Non-
Promoter
31. Vinit Haresh Dalal
Individual Individual
0 0 9,250 9,250 0.01
Non-Promoter Non-
Promoter
32. Sheela Ravi Dere
Individual Individual
0 0 69,000 69,000 0.10
Non-Promoter Non-
Promoter
33. Sharuk ASPI Bhesania
Individual Individual
0 0 25,000 25,000 0.04
Non-Promoter Non-
Hutoxi Hoshang Promoter
34. Boman
Individual Individual
0 0 13,500 13,500 0.02
Non-Promoter Non-
Promoter
35. Shruti Ankit Ranka
Individual Individual
0 0 75,000 75,000 0.11
Non-Promoter Non-
Promoter
36. Akshai Malik
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VICEROY HOTELS LIMITED

24

CIN: L55101TG1965PLC001048 Regd.Off: 8-2-120/112/88 & 89, Aparna Crest, 3rd Floor, Road No. 2 Banjara Hills, Hyderabad – 500 034, Telangana; Ph: 040 40204383 Website: www.viceroyhotels.in Email: secretarial@viceroyhotels.in

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----- Start of picture text -----

Individual Individual
0 0 18,500 18,500 0.03
Non-Promoter Non-
Promoter
37. Prateek Kackar
Individual Individual
0 0 10,000 10,000 0.01
Non-Promoter Non-
Promoter
38. Rashmi Rajesh Surana
Individual Individual
0 0 18,500 18,500 0.03
Non-Promoter Non-
Promoter
39. Vishal Tholia
Individual Individual
0 0 55,500 55,500 0.08
Non-Promoter Non-
Promoter
40. Dhananjay Tholia
Body Corporate Body
0 0 1,35,000 1,35,000 0.19
Corporate
Non-Promoter
Vardhaman Bakers Non-
41. Private Limited Promoter
Individual Individual
0 0 92,500 92,500 0.13
Non-Promoter Non-
Promoter
42. Priti Rakesh Jhaveri
Individual Individual
0 0 13,500 13,500 0.02
Non-Promoter Non-
Shivani Naresh
Promoter
43. Agarwal
Individual Individual
0 0 13,500 13,500 0.02
Non-Promoter Non-
Deesha Raunak
Promoter
44. Kasliwal
Individual Individual
0 0 69,000 69,000 0.10
Non-Promoter Non-
Promoter
45. Udbhav Agarwalla
Individual Individual
0 0 60,000 60,000 0.09
Non-Promoter Non-
Promoter
46. Alisha Harsh Shah
Individual Individual
0 0 45,000 45,000 0.06
Non-Promoter Non-
Promoter
47. Rishi Rajiv Dhandia
Individual Individual
0 0 75,000 75,000 0.11
Non-Promoter Non-
Pranav Virendra
Promoter
48. Mehta
Individual Individual
0 0 13,500 13,500 0.02
Non-Promoter Non-
Sumeetkumar
Promoter
49. Sureshchand Surana
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VICEROY HOTELS LIMITED

25

CIN: L55101TG1965PLC001048 Regd.Off: 8-2-120/112/88 & 89, Aparna Crest, 3rd Floor, Road No. 2 Banjara Hills, Hyderabad – 500 034, Telangana; Ph: 040 40204383 Website: www.viceroyhotels.in Email: secretarial@viceroyhotels.in

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----- Start of picture text -----

Individual Individual
0 0 92,500 92,500 0.13
Non-Promoter Non-
Promoter
50. Simran Singh Shergill
Individual Individual
0 0 18,500 18,500 0.03
Non-Promoter Non-
Promoter
51. Sukena Juzar Retiwala
Individual Individual
0 0 75,000 75,000 0.11
Non-Promoter Non-
Siddharth
Promoter
52. Rameshkumar Mishra
Individual Individual
0 0 27,500 27,500 0.04
Non-Promoter Non-
Promoter
53. Radhika Tholia
Individual Individual
0 0 45,000 45,000 0.06
Non-Promoter Non-
Promoter
54. Bela Agarwal
Individual Individual
0 0 27,500 27,500 0.04
Non-Promoter Non-
Promoter
55. Mahe Talat Zafar Ali
Individual Individual
0 0 27,500 27,500 0.04
Non-Promoter Non-
Promoter
56. Madhu Vinod Kapur
Individual Individual
0 0 45,000 45,000 0.06
Non-Promoter Non-
Sunil Jagmohandas Promoter
57. Shah
Individual Individual
0 0 45,000 45,000 0.06
Non-Promoter Non-
Promoter
58. Avinash Gupta
Individual Individual
0 0 37,000 37,000 0.05
Non-Promoter Non-
Anjani Virendraprasad Promoter
59. Mahadevia
Individual Individual
0 0 45,000 45,000 0.06
Non-Promoter Non-
Promoter
60. Shreya Dhariwal
Individual Individual
0 0 4,500 4,500 0.01
Non-Promoter Non-
Promoter
61. Devvaki Aggarwal
Individual Individual
0 0 45,000 45,000 0.06
Non-Promoter Non-
Saurabh Arunkumar
Promoter
62. Lohia
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VICEROY HOTELS LIMITED

26

CIN: L55101TG1965PLC001048 Regd.Off: 8-2-120/112/88 & 89, Aparna Crest, 3rd Floor, Road No. 2 Banjara Hills, Hyderabad – 500 034, Telangana; Ph: 040 40204383 Website: www.viceroyhotels.in Email: secretarial@viceroyhotels.in

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----- Start of picture text -----

Individual Individual
0 0 75,000 75,000 0.11
Non-Promoter Non-
Promoter
63. Zarvan Purwez Delina
Individual Individual
0 0 92,500 92,500 0.13
Non-Promoter Non-
Promoter
64. Raunak Kasliwal
Individual Individual
0 0 45,000 45,000 0.06
Non-Promoter Non-
Promoter
65. Siddhant Sharma
Individual Individual
0 0 45,000 45,000 0.06
Non-Promoter Non-
Promoter
66. Shonan Sharma
Body Corporate Body
0 0 3,00,000 3,00,000 0.43
Corporate
Non-Promoter
Voracious Enterprises Non-
67. Private Limited Promoter
Body Corporate Body
0 0 3,00,000 3,00,000 0.43
Corporate
Non-Promoter
Ranakpur Enterprises Non-
68. Private Limited Promoter
Individual Individual
0 0 4,63,000 4,63,000 0.66
Subhash Fulchand Non-Promoter Non-
Sundesha Promoter
69.
Individual Individual
0 0 3,70,000 3,70,000 0.53
Kala Subhash Non-Promoter Non-
Sundesha Promoter
70.
Individual Individual
0 0 1,35,000 1,35,000 0.19
Saroj Hasmukh Patel Non-Promoter Non-
Promoter
71.
Individual Individual
0 0 45,000 45,000 0.06
Non-Promoter Non-
Promoter
72. Saurin Sohil Jhaveri
Individual Individual
0 0 45,000 45,000 0.06
Non-Promoter Non-
Promoter
73. Dhandutt Nitin Shah
Individual Individual
0 0 45,000 45,000 0.06
Non-Promoter Non-
Amitesh Vikramaditya Promoter
74. Goenka
Individual Individual
0 0 45,000 45,000 0.06
Non-Promoter Non-
Promoter
75. Asha Prakash Shah
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VICEROY HOTELS LIMITED

27

CIN: L55101TG1965PLC001048 Regd.Off: 8-2-120/112/88 & 89, Aparna Crest, 3rd Floor, Road No. 2 Banjara Hills, Hyderabad – 500 034, Telangana; Ph: 040 40204383 Website: www.viceroyhotels.in Email: secretarial@viceroyhotels.in

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----- Start of picture text -----

Individual Individual
0 0 23,000 23,000 0.03
Non-Promoter Non-
Promoter
76. Aliasger Shabbir Dalal
Individual Individual
0 0 18,500 18,500 0.03
Prakash Mahendrarai Non-Promoter Non-
Mehta Promoter
77.
Individual Individual
0 0 14,000 14,000 0.02
Non-Promoter Non-
Resham Rohan
Promoter
78. Sundesha
Individual Individual
0 0 23,000 23,000 0.03
Non-Promoter Non-
Promoter
79. Gaurav Sahgal
Individual Individual
0 0 9,250 9,250 0.01
Samir Nandlal Shah Non-Promoter Non-
Promoter
80.
Individual Individual
0 0 1,850 1,850 0.00
Kamini Hasmukhlal Non-Promoter Non-
Jasani Promoter
81.
Individual Individual
0 0 45,000 45,000 0.06
Non-Promoter Non-
Rushabh Nikunj Promoter
82. Parikh
Individual Individual
0 0 23,000 23,000 0.03
Non-Promoter Non-
Chetan Chenraj Promoter
83. Chopra
Individual Individual
0 0 92,590 92,590 0.13
Non-Promoter Non-
Mangilal Promoter
84. LakshmiChand jain
Individual Individual
0 0 69,444 69,444 0.10
Rakesh Reddy Non-Promoter Non-
Madireddy Promoter
85.
Individual Individual
0 0 6,944 6,944 0.01
Non-Promoter Non-
Promoter
86. Ajit Kumar Mohanty
Individual Individual
0 0 6,944 6,944 0.01
Non-Promoter Non-
Promoter
87. Rajashree Maohanty
Individual Individual
0 0 25,000 25,000 0.04
Non-Promoter Non-
Promoter
88. Tarun Raj
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VICEROY HOTELS LIMITED

28

CIN: L55101TG1965PLC001048 Regd.Off: 8-2-120/112/88 & 89, Aparna Crest, 3rd Floor, Road No. 2 Banjara Hills, Hyderabad – 500 034, Telangana; Ph: 040 40204383 Website: www.viceroyhotels.in Email: secretarial@viceroyhotels.in

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89.	NayanaVasant Nayak Individual Non-Promoter	NayanaVasant Nayak Individual Non-Promoter	0	0	46,296	Individual Non- Promoter	46,296	0.07
90.	Dr.Annapurna Mantha	Individual Non-Promoter	0	0	23,148	Individual Non- Promoter	23,148	0.03

15. The change in control, if any, in the Company that would occur consequent to the Preferential Allotment:- There will be no change of control of the Company pursuant to Preferential Allotment

16. Lock-in Period:-

The Equity Shares shall be locked-in for such period as may be specified under Chapter V of the SEBI ICDR Regulations.

The entire pre-preferential allotment shareholding of the Proposed Allottees in the Company shall be locked-in from the Relevant Date up to a period of 90 (Ninety) trading days from the date of the trading approval as specified under Regulation 167(6) of the SEBI ICDR Regulations. The proposed allottees have Permanent Account Number.

17. Requirement as to re-computation of price

Since the company’s Equity Shares are listed on a recognized Stock Exchange for more than ninety days prior to the Relevant Date, there is no need for the company to re-compute the price of Equity Shares to be issued and therefore, the company is not required to submit the undertakings specified under the relevant provisions of the ICDR Regulations.

18. Proposed time with in which the preferential allotment shall be completed:-

In accordance with Regulation 170 of the ICDR Regulations, the Company shall complete the allotment of the Equity Shares to the Proposed Allottees within a period of 15 (Fifteen) days from the date of passing of this resolution, provided that if any approval or permission by any regulatory authority/ Stock Exchanges/ the Central Government for allotment is pending, the period of 15 (Fifteen) days shall be counted from the last date of receipt of such approval or permission.

19. Consideration for issue of Equity Shares

The consideration, in the form of issue price, for Equity Shares shall be paid in cash and not in consideration other than cash.

20. The percentage of post preferential issue capital that may be held by the allottee(s) is as under: Please refer to Point 15 above.

21. The justification for the allotment proposed to be made for consideration other than cash together with valuation report of the registered valuer: Not applicable as the Equity Shares are issued for cash consideration

22. Principal terms of assets charged as securities: Not applicable

23. Material term of raising equity shares: No material terms other than stated above.

24. Undertakings:-

• (i) The Company is eligible to make the Preferential Allotment to the Proposed Allottees under Chapter V of the SEBI ICDR Regulations.

• (ii) The Proposed Allottees have confirmed that they have not sold any Equity Shares of the Company during the 6 (six) months preceding the Relevant Date. None of the members of the promoter/ promoter group of the Company has sold any equity shares of the Company during the 6 (six) months preceding the Relevant Date. The Company is in compliance with the conditions for continuous listing.

• (iii) None of the Directors or Promoters and the Company are categorized as willful defaulter(s) by any bank or financial institution or consortium thereof, in accordance with the guidelines on willful defaulters issued by Reserve Bank of India. Consequently, the disclosures required under Regulation 163(1)(i) if the SEBI ICDR Regulations are not applicable.

• (iv) Neither the Company nor any of its directors and / or promoters is a fugitive economic offender as defined under the SEBI ICDR Regulations.

• (v) As the Equity Shares have been listed for a period of less than ninety days as on the Relevant Date, the provisions of Regulation 164(3) of SEBI ICDR Regulations governing re-computation of the price of

VICEROY HOTELS LIMITED

Regd.Off: 8-2-120/112/88 & 89, Aparna Crest, 3rd Floor, Road No. 2 Banjara Hills, Hyderabad – 500 034, Telangana; Ph: 040 40204383 Website: www.viceroyhotels.in Email: secretarial@viceroyhotels.in

29

CIN: L55101TG1965PLC001048

==> picture [132 x 32] intentionally omitted <==

shares shall be applicable.

• (vi) The Company shall re-compute the price of the relevant shares to be allotted under the Preferential Allotment in terms of the provisions of SEBI ICDR Regulations where it is required to do so.

• (vii) If the amount payable on account of the re-computation of price is not paid within the time stipulated in SEBI ICDR Regulations, the relevant shares to be allotted under the Preferential Allotment shall continue to be locked-in till the time such amount is paid by the Proposed Allottees.

• (viii) As the amount for which the funds are being raised by way of preferential issue on a private placement basis is not exceeding Rs. 100 crores, the Company is not required to appoint a monitoring agency to monitor the use of proceeds in accordance with Regulation 162A of the SEBI ICDR Regulations.

• (ix) The Company does not have any outstanding dues to SEBI, Stock Exchanges or the Depositories.

• (x) The Company ahs obtained the Permanent Account Numbers of the proposed allottees, except those allottees which may be exempt from specifying PAN for transacting in the securities market by SEBI before an application seeking in-principal approval is made by the Company to the stock exchange(s) where its equity shares are listed.

• (xi) The Company is in compliance with the conditions for continuous listing.

• (xii) None of the Proposed allottees has sold any equity shares during 90 trading days preceding the Relevant Date.

• (xiii) The Company is eligible to make the Preferential Allotment under Chapter V of the SEBI ICDR Regulations.

25. Report of a registered valuer:-

In terms of Regulation 165 of SEBI ICDR Regulations, the price of the Equity Shares has been determined taking into account the valuation report of a registered valuer, namely M/s Katla &Associates, Chartered Accountants, Independent Registered Valuer (IBBI Registered Valuer No. IBBI/RV/06/2022/14859 ; Membership No. 243893 having its office at 101, First Floor, Forutne Plaza, Friends Colony, Manikonda, Hyderabad – 500089, Telangana.

26. The number of persons to whom Preferential Allotment have already been made during the year, in terms of number of securities as well as price:-

The Company has issued 6,25,26,316 Equity Shares of Rs.10/- each at an issue price of Rs.10/- per share on Preferential Basis to New Promoters and Assenting Creditors totaling to 9 Members as per the approved Resolution Plan, NCLT Bench, Chennai.

27. The class of persons to whom the allotment is proposed to be made:-

The Preferential Allotment is proposed to be made to Non-promoters as per the list Annexed in this Notice

28. Listing:-

The Company will make an application to the Stock Exchanges at which the existing Equity Shares of the Company are listed, for listing of the Equity Shares to be .created, offered, issued and allotted pursuant to this resolution. Such Equity Shares, once allotted, shall rank pari passu with the existing equity shares of the Company in all respects.

29. Certificate of Practicing Company Secretary:-

The Certificate from G. Seshadri Vasan, Practicing Company Secretary (Membership No. 11842, COP: 26490) certifying that the preferential issue is being made in accordance with the requirements contained in the ICDR Regulations, is hosted on the Company’s website and can be accessed at https:// www.viceroyhotels.in/ to facilitate online inspection by the Members.

30. SEBI Takeover Code:-

In the present case none of the proposed allottees would attract SEBI Takeover Code and therefore is not under obligation to give open officer to the public except making certain disclosures to Stock Exchanges, if required.

All material terms of the Preferential Allotment have been set out above.

In terms of Section 62(1)(c) read with Section 42 of the Act and rules framed thereunder, and in accordance with the provisions of Chapter V “Preferential Issue” of the SEBI ICDR Regulations, the issue of Equity Shares by way of Preferential Approval requires approval of the Members by way of a Special Resolution.

VICEROY HOTELS LIMITED

CIN: L55101TG1965PLC001048

30

Regd.Off: 8-2-120/112/88 & 89, Aparna Crest, 3rd Floor, Road No. 2 Banjara Hills, Hyderabad – 500 034, Telangana; Ph: 040 40204383 Website: www.viceroyhotels.in Email: secretarial@viceroyhotels.in

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The Board of Directors of the Company believes that the proposed preferential issue is in the best interest of the Company and the Shareholders.

he Board recommends Special Resolution as set out at Item No. 2 of the Notice for approval of the members.

None of the Promoters, Directors and Key Managerial Personnel of the Company / their relatives are in any way, concerned or interested, in the resolution.

By Order of the Board

For Viceroy Hotels Limited

Digitally signed by TATTAMANGALAM TATTAMANGALAM ANANTHANARAYA ANANTHANARAYANA NAN VEENA N VEENA ARAVIND ARAVIND CS TA Veena Aravind Date: 2024.06.04 21:05:13 +05'30' Company Secretary Mem No.: ACS 17013 Hyderabad, dated this 30[th] day of May, 2024

VICEROY HOTELS LIMITED

31

CIN: L55101TG1965PLC001048

Regd.Off: 8-2-120/112/88 & 89, Aparna Crest, 3rd Floor, Road No. 2 Banjara Hills, Hyderabad – 500 034, Telangana; Ph: 040 40204383 Website: www.viceroyhotels.in Email: secretarial@viceroyhotels.in