Letter of Offer for Rights Issue

Date: 19.08.2026 The Manager The Manager, BSE Limited National Stock Exchange of India Limited, P. J. Towers, Dalal Street Exchange Plaza, Bandra Kurla Complex, Mumbai-400001 Bandra (E), Mumbai- 400051 (BSE Scrip Code: 523796) (NSE Symbol: VHLTD) Unit: Viceroy Hotels Limited; ISIN: INE048C01025 Subject: Submission of Letter of Offer of Rights Issue of the fully paid-up Equity Shares of Viceroy Hotels Limited (‘the Company’) Dear Sir/Madam, This is in continuation of our earlier announcement dated August 14, 2026, wherein the Company has approved Rights Issue of 92,03,008 fully paid-up Equity Shares of face value of ₹ 10 each, for an aggregate amount not exceeding ₹ 10,583.46 Lakhs at an issue price of Rs. 115/- each (including the premium of Rs. 105/- each), on rights basis to the eligible equity shareholders of the Company in the ratio of 6 (Six) Rights Equity Shares for every 7 (Seven) fully paid- up Equity Shares of Rs. 10/- each held by the Eligible Equity Shareholders in the Company as on the record date, i.e. August 20, 2026. We wish to inform you that Rights Issue Committee constituted by the Board of Directors of the Company for the Rights Issue (the “Rights Issue Committee”), has approved the Letter of Offer in respect of the aforementioned Rights Issue. In this regard, please find enclosed the soft copy of Letter of Offer dated August 14, 2026. The Company will also submit the Letter of Offer with Securities and Exchange Board of India (“SEBI”) for its information in compliance with SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended, and SEBI Circular bearing no. SEBI/HO/CFD/CFD-PoD-1/P/CIR/2025/31 dated March 11, 2025. This LOF will also be uploaded on the Company’s website at www.viceroyhotels.in We request you to take the same on record. Thanking you. Yours faithfully, For Viceroy Hotels Limited C. Siva Kumar Reddy Company Secretary and Compliance Officer Mem No.: ACS 72022 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 LETTER OF OFFER Dated: August 14, 2026 For Public Shareholders only VICEROY HOTELS LIMITED Our Company was originally incorporated as “Krishna Cold Drinks Private Limited” at Andhra Pradesh, Hyderabad as a Private Limited Company under the provision of Companies Act, 1956 vide Certificate of Incorporation dated February 25, 1965 issued by the Registrar of Companies, Andhra Pradesh, Hyderabad. Subsequently Company changed its name to “Shri Krishna Bottlers Private Limited” vide fresh certificate of incorporation consequent upon change of name dated November 23, 1966 issued by the Registrar of Companies, Andhra Pradesh, Hyderabad. Further, the Company changed its name to “Palace Heights Hotels Private Limited” vide fresh certificate of incorporation consequent upon change of name dated September, 25, 1990 issued by the Registrar of Companies, Andhra Pradesh, Hyderabad and later Company was converted into a Public Limited Company and the name of the Company was changed to “Palace Heights Hotels Limited” by a special resolution passed on September, 27, 1990. A fresh Certificate of Incorporation consequent upon conversion was issued on September, 28, 1990 by the Registrar of Companies, Andhra Pradesh, Hyderabad. Subsequently, the name of our Company was further changed to “Viceroy Hotels Limited” vide fresh certificate of incorporation consequent upon change of name dated September, 21, 2001 issued by the Registrar of Companies, Hyderabad. For further details please refer to the section titled “General Information” beginning on page 35 of this Letter of offer. Corporate Identity Number: L55101TG1965PLC001048 Registered Office: 3rd Floor, Aparna Crest, 8-2-120/112/88 & 89, Road No.2, Banjara Hills, Hyderabad, Khairatabad, Telangana, India, 500034; Contact Person: Mr. C. Siva Kumar Reddy, Company Secretary & Compliance Officer Telephone: +91 040 - 40204383| E-mail id: secretarial@viceroyhotels.in | Website: www.viceroyhotels.in PROMOTER OF OUR COMPANY: M/S. LOKO HOSPITALITY PRIVATE LIMITED FOR PRIVATE CIRCULATION TO THE PUBLIC SHAREHOLDERS OF VICEROY HOTELS LIMITED (OUR "COMPANY" OR THE"ISSUER") ONLY ISSUE OF UP TO 92,03,008 FULLY PAID- UP EQUITY SHARES OF FACE VALUE OF ₹ 10.00 EACH OF OUR COMPANY (THE "RIGHT EQUITY SHARES") FOR CASH AT A PRICE OF ₹ 115.00 (RUPEES ONE HUNDRED AND FIFTEEN ONLY) PER EQUITY SHARE (INCLUDING A PREMIUM OF ₹ 105.00 PER RIGHTS EQUITY SHARE) (“ISSUE PRICE”) AGGREGATING UPTO ₹ 10,583.46 LAKHS# ON A RIGHTS BASIS TO THE PUBLIC SHAREHOLDERS OF OUR COMPANY IN THE RATIO OF 6 (SIX) EQUITY SHARES FOR EVERY 7 (SEVEN) FULLY PAID UP EQUITY SHARES, HELD BY THE ELIGIBLE EQUITY SHAREHOLDERS ON THE RECORD DATE, THAT IS AUGUST 20, 2026 (THE "ISSUE"). THE ISSUE PRICE FOR THE EQUITY SHARES IS 11.5 TIMES OF THE FACE VALUE OF THE EQUITY SHARES. FOR FURTHER DETAILS, PLEASE REFER TO "TERMS OF THE ISSUE" BEGINNING ON PAGE 64 OF THIS LETTER OF OFFER. #Assuming full subscription in the Issue. Subject to finalization of Basis of Allotment. PAYMENT SCHEDULE FOR THE RIGHTS EQUITY SHARES AMOUNT PAYABLE PER RIGHTS EQUITY SHARE* Face Value (₹) Premium (₹) Total (₹) On Application 10.00 105.00 115.00 Total (₹) 10.00 105.00 115.00 *For further details on Payment Schedule, see “Issue Information” on page 74. WILFUL DEFAULTERS AND/ OR FRAUDULENT BORROWERS Neither our Company nor any of our Promoter or Directors has been categorized as a Wilful Defaulter or a Fraudulent Borrower by any bank or financial institution (as defined under the Companies Act, 2013) or consortium thereof, in accordance with the guidelines on Wilful Defaulter or a Fraudulent Borrower issued by the Reserve Bank of India. GENERAL RISKS Investment in equity and equity-related securities involve a degree of risk and investors should not invest any funds in the Issue unless they can afford to take the risk with such investment. Investors are advised to read the risk factors carefully before taking an investment decision in the Issue. For taking an investment decision, investors shall rely on their own examination of our Company and the Issue including the risks involved. The securities being offered in the Issue have not been recommended or approved by the Securities and Exchange Board of India (“SEBI”) nor does SEBI guarantee the accuracy or adequacy of this Letter of Offer. Specific attention of the investors is invited to “Risk Factors” beginning on page 19 of this Letter of Offer before making an investment in this Issue. COMPANY’S ABSOLUTE RESPONSIBILITY Our Company, having made all reasonable inquiries, accepts responsibility for and confirms that this Letter of Offer contains all information with regard to our Company and the Issue, which is material in the context of the Issue, and that the information contained in this Letter of Offer is true and correct in all material aspects and is not misleading in any material respect, that the opinions and intentions expressed herein are honestly held and that there are no other facts, the omission of which makes this Letter of Offer as a whole or any such information or the expression of any such opinions or intentions misleading in any material respect. LISTING The existing Equity Shares are listed on BSE Limited (“BSE”) & National Stock Exchange of India Limited (“NSE”) (hereinafter referred as “Stock Exchanges”). Our Company has received ‘in-principle’ approval from the BSE & NSE for listing the Rights Equity Shares to be allotted pursuant to this Issue vide their letters dated August 11, 2026 respectively. Our Company will also make application to the Stock Exchanges to obtain trading approval for the Rights Entitlements as required under the SEBI ICDR Master Circular. For this Issue, the Designated Stock Exchange is BSE Limited. REGISTRAR TO THE ISSUE KFIN TECHNOLOGIES LIMITED 301, The [Showing first 8,000 characters — download PDF for full document]