To

The Members Valor Estate Limited

(Formerly known as "D B Realty Limited")

Your Directors have the pleasure of presenting the 18^th Annual Report on the business and operations of the Company together with the audited financial statements for the year ended 31^st March 2024.

(Rs. in Lacs)

Note: Figures of the previous year have been regrouped/ reclassified wherever necessary to conform to the presentation of the current year.

Nature of Business:

Till the last financial year, the Company was primarily engaged in Real Estate development activities. During the year 2023-24, the Company ventured into the hotel/hospitality business by entering into Share Purchase Agreements for (i) running/operating five-star luxury hotels viz Hotel Grand Hyatt, Goa, and Hotel Hilton at Mumbai International Airport and (ii) developing an underconstruction project comprising of Marriott Marquis and St. Regis, at Aerocity, T3 Terminal, New Delhi. Thus, the Company is now engaging in both real estate and hospitality (hotel) business.

Corporate Restructuring:

During the quarter ended March, 2024, the Board of Directors of the Company approved in-principally the proposal to demerge the hospitality business to unlock the value of the hospitality business for the Company's shareholders, enabling a differentiated strategy to capture the huge potential of the Indian hospitality sector and attracting a distinct set of investors, partners, collaborators, and leadership talent focused on the hospitality business. It will also allow for a differentiated strategy for the real estate and hospitality businesses in terms of capital allocation, project management, operations, and risk management. Upon the demerger, the Resulting Company (i.e. hospitality business) will be listed on the BSE Limited and the National Stock Exchange of India Limited and the shareholders of the Company will hold shares in proportion to their shareholding in the Company.

Change in name of the Company:

To further drive its growth and create value for all stakeholders, the Company has gone beyond the founding promoters and expanded its shareholder base to include other non-promoter investors, who presently hold significant equity stakes in the Company. With its continued focus on collaborative growth, the Company felt that the name of the Company should now reflect the combined efforts and commitment of its expanded stakeholder base in addition to the founding promoters. "Valor" which indicates courage, determination, and strength, was chosen to represent these changed circumstances. Consequently, the name of the Company was changed from "D B Realty Limited" to "Valor Estate Limited" with effect from 8^th March 2024 vide a fresh Certificate of Incorporation consequent to the change of name issued by the Ministry of Corporate Affairs.

Allotment of Equity shares pursuant to the conversion of Convertible Warrants issued on a Preferential basis:

The Company had issued 13,05,00,000 and 12,70,00,000 Convertible Warrants aggregating to 25,75,00,000 nos. of Convertible Warrants ("Warrants") to Promoter Group & Investors (Non-Promoter Group) in two phases/rounds in the financial year 2022-23 in compliance with applicable provisions of the Companies Act, 2013 read with rules made thereunder as well as SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018 ("SEBI ICDR"). Based on the conversion option exercised by the Warrant Holders, all Warrants were converted into equity shares from time to time within a period of 18 months as prescribed under SEBI ICDR, and broad details about the Warrants converted into equity shares during FY 2022-23 and FY 2023-2024 are reproduced hereinbelow:

Utilisation of Funds raised through the issue of Warrants on a Preferential basis:

As informed earlier, the Company had issued 13,05,00,000 nos. of Convertible Warrants in Round 1 and 12,70,00,000 nos. of Convertible Warrants in Round 2 aggregating to 25,75,00,000 nos. of Convertible Warrants to Promoter Group & Investors (NonPromoter Group) in the financial year 2022-23. During the year under review, the Company has made the following allotment of equity shares (upon conversion of Warrants into Equity shares) and the details of funds raised and the amount of utilisation as of 31^st March 2024 are as below:

The funds raised through aforesaid Preferential Allotment of Warrants were fully utilised for the purpose for which it has been raised. There was no deviation or variation in use of proceeds of made during the year under review.

Allotment of Equity shares under Qualified Institutions Placement (QIP)

The Company had raised an amount of Rs. 920.20 crores through Qualified Institutions Placement (QIP) by fresh issue and allotment of 3,56,66,675 equity shares on 14^th March 2024 at the issue price of Rs. 258/- per equity shares ((including a premium of Rs. 248/- per Equity Share which is at a discount of Rs. 12.87/- per Equity Share equivalent to 4.75% of the issued capital ) to the floor price of Rs. 270.87/- per Equity Share. The Company received robust demand from global and domestic investors, who subscribed to the said QIP reflecting their confidence and belief in the strengths and fundamentals of the Company. The Company utilised an amount of Rs. 274.92 crores in the financial year 2023-24 for the purposes as stated in the Placement document and the balance of amount of Rs. 645.28 crores will be utilised in the Financial Year 2025. There was no deviation or variation in use of proceeds of made during the year under review.

Employee Stock Options Plan / Scheme

During the financial year ended 31^st March, 2024, the Company issued and allotted a total of 13,63,921 equity shares @ Rs. 41.45/- each to eligible employees of the Company/ Subsidiaries/associates upon their exercise of options granted under the Employee Stock Option Plan 2022 ('DB Realty- ESOP 2022').

The details required for the above ESOPs under the applicable provisions of the Companies Act, 2013 read with Rule 12(9) of the Companies (Share Capital and Debentures) Rules, 2014, and disclosures pursuant to Regulation 14 read along with Part F of Schedule-I of SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 are placed on the Company's: website at www.dbrealtv.co.in.

Further, post-closure of the financial year 2023-24, with a view to continuing to motivate employees for their contribution to the corporate growth and accomplish the object of creating an employee ownership culture as well as retaining them for ensuring sustained growth, the Company has launched new ESOP scheme under the name "Valor Estate Limited- Employee Stock Option Plan 2024" for which the Company obtained approval of the shareholders by way of Postal Ballot dated 18^th May, 2024. The same shall be implemented as per necessary statutory compliances.

Further, the certificate from the Secretarial Auditors of the Company certifying that the Company's Schemes being implemented in accordance with the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 is also placed on the Company's website at www.dbrealty.co.in.

Increase in Equity Paid up Share Capital

In view of the fresh allotment of equity shares issued due to conversion of Warrants, QIP, and ESOP as mentioned hereinabove, the Issued, Subscribed & Paid Up Share Capital of the Company during FY 2023-24 increased from Rs. 352,15,47,820/- ( Rupees Three Hundred Fifty Two Crores Fifteen Lakh Forty Seven Thousand Eight Hundred Twenty Only) divided into 35,21,54,782 (Thirty Five Crore Twenty One Lakh Fifty Four Thousand Seven Hundred Eighty Two) Equity Shares of Rs. 10 (Rupees Ten) each to Rs. 537,78,93,780 ( Rupees Five Hundred Thirty Seven Crores Seventy Eight Lakh Ninety Three Thousand Seven Hundred Eighty Only) divided into 53,77,89,378 (Fifty Three Crore Seventy Seven Lakh Eight Nine Thousand Three Hundred Seventy-

Eight) Equity Shares of Rs. 10 (Rupees Ten) each. Consequent upon the above allotment of equity shares, the total paid-up share capital consisting of equity and redeemable preference share capital of the Company increased from Rs. 4,23,91,05,220/- to Rs. 6,09,54,51,180/-.

Status of Projects of the Company/ its Subsidiaries/ Associates:

The project wise development status is as below:

"DB Ozone", located in Dahisar adjacent to the Western Express Highway is a large residential development comprising of 25 buildings. Neelkamal Realtors Suburban Private Limited, a subsidiary of the Company is executing the project. Around 3,000 flats have been handed over to customers across all towers, with internal finishing and fittings work currently underway. The project is registered with MAHARERA.

"X BKC" (Ten BKC) is one of the largest luxury residential project in BKC, with extensive open spaces, spans over five acres in BKC. The development consists of 15 towers of 22 & 29 storeys organised into three distinct zones. The project is registered with MAHA RERA. This esteemed project represents a collaborative effort between the Company and its joint venture partner, Adani GoodHomes Pvt. Ltd.

Lokhandwala DB Realty LLP project, presently titled as The Empire Towers is being developed in partnership with Prestige Group. The project involves redevelopment under SRA scheme comprises of a high end residential complex, 800 keys hotel, a luxury mall, and high end club located at Worli, Mumbai. The Company has initiated the process of vacation of site by payment of advance rent to tenants.

Horizontal Ventures Pvt. Ltd. and Goan Hotels & Realty Pvt. Ltd. a step-down subsidiary and wholly owned subsidiary of the Company respectively has granted development rights of its land along with other co-owners to Man Vastucon LLP The company is entitled to revenue share from sale of units forming part of the project being developed and constructed. The phase I of the project launched under the brand "Aaradhya High Park'' is completed and Occupancy Certificate is received for the project. During the current year, Man Vastucon LLP launched "Aaradhya Parkwood" with 2 towers - Clove and Dion comprises of 1 & 2 bed residences.

Godrej Avenue Eleven is developed by Godrej Residency Pvt. Ltd., an associate of the Company, had launched the project. The under-construction project comprises of 2 towers , strategically located at Saat Raasta, Mumbai Central is in South Mumbai offering luxury with the blend of elegance and exclusivity. The project is scheduled for possession in December 2028 and will offer expansive apartments in various configurations.

Further, the Company had acquired Hotel assets during the year. A brief of the Hotel assets are as under:

Grand Hyatt, Goa: A 313 keys five-star luxury resort cum hotel under the brand of Grand Hyatt overlooks the stunning waters of the Bambolim Bay. The Hotel in Goa spreads across over 27 acres of colourful, tropical gardens with lush lawns. It is amongst the most preferred conference, banqueting and wedding destinations in India.

Hilton Mumbai International Airport Hotel: A 171 room Hotel is a five-star luxury hotel located near the Sahar International Airport in Mumbai, India. The hotel opened in 2000 and has been managed now under the Hilton brand since. The property features three restaurants, three bars and lounges, a deli as well as 5,917 square feet of modern banqueting and meeting space. Other facilities at the property include a health club, beauty salon, swimming pool and an outdoor banqueting area for social events

St. Regis, Marriott Marquis and Prestige Trade Centre, Delhi: A joint venture between Prestige Hospitality Ventures Limited and the Company is constructing a Five Star Hotels and Commercial Offices space in hospitality zone of Delhi International Airport Limited (DIAL). The upcoming hotel complex comprises of 189 keys St. Regis and 590 keys Marriott Marquis hotel with a large conferencing facility of 200,000 sq. ft and approx. 6.15 lakh square feet of leaseable office/business centre /Food & Beverage space titled as Prestige Trade Centre. The property is leased out by DIAL to the Company for an overall period of 57 years including the lease extension of 30 years.

Status of Scheme of Arrangement of subsidiary companies

The following updation on the Scheme of Arrangement are provided herein below:

i) During the year under the review, the Company sold/disposed off the entire 100% stake in equity and preference shares in Real Gem Buildtech Private Limited (RGBPL), a wholly-owned subsidiary of the Company to Kingmaker Developers Private Limited, a Company of Rustomjee Group. In light of above, the Scheme of Arrangement filed earlier (details whereof disclosed in details in Directors Report of previous years) by RGBPL with NCLT for transferring the Project "Rustomjee Crown" stood redundant and was withdrawn.

ii) The composite Scheme of Amalgamation and Arrangement ("Scheme") was entered into amongst Platinumcorp Affordable Builders Private Limited ("Transferor Company") and Royal Netra Constructions Private Limited ("Transferee Company/ subsidiary company/ RNCPL") and their respective shareholders under Sections 230 to 232, Section 66 and other applicable provisions of the Companies Act, 2013 and the same was filed with Hon'ble National Company Law Tribunal (NCLT), Mumbai in June, 2022 which was approved by the NCLT vide its Order dated 10^th July, 2023 ("Order"), which became effective from 24^th August, 2023. As per the approved Scheme, the Company's shareholding in RNCPL stood reduced and accordingly vide a Share Purchase Agreement, the Company disposed off its entire equity shares of RNCPL and thus RNCPL ceased to be a subsidiary of the Company during the year under review.

iii) The Composite Scheme of Merger ("Scheme") was entered into between DB Man Realty Limited and Spacecon Realty Private Limited (collectively referred to as "Transferor Companies" / WOS of the Company) with DB View Infracon Private Limited ("Transferee Company" / WOS of the Company) and their respective shareholders under Sections 230 to 232 and other relevant provisions of the Companies Act, 2013 and the same has been filed with National Company Law Tribunal, Mumbai in January, 2023. The Scheme is yet to be sanctioned by NCLT.

Dividend:

Your Directors do not recommend dividends for the current year under review.

Transfer to Reserves:

It is not proposed to transfer any amount to reserves out of the profits earned during FY 2023-24.

Subsidiaries, Associate Companies, and Joint Ventures:

During the FY 2023-24, the following acquisitions/disinvestments took place:

The Company/ its WOS has transferred/disposed off their entire stake in Prestige (BKC) Realtors Pvt Ltd, ("Prestige BKC") joint venture between the Company and subsidiary of Prestige Group executing "BKC 101" Project at BKC. Post sale of aforesaid shares, the Company/ its WOS ceased to hold shares in the said Joint Venture.

Further, pursuant to the Deed of Transfer of Partnership interest, the Company transferred its entire 50% rights, interest, and share in Turf Estate Joint Venture LLP, a joint venture between the Company and subsidiary of Prestige Group executing "Liberty Tower Project" at Dr. E. Moses Road, Mahalaxmi. Post transfer of partnership interest, the Company ceased to hold a stake in the said joint venture.

The following companies viz (i) Horizontal Ventures Pvt Ltd, a step-down subsidiary of the Company ii) Vanita Infrastructure Pvt. Ltd., a wholly-owned subsidiary of the Company and iii) N. A. Estate Pvt. Ltd., a wholly-owned subsidiary of the Company acquired 14.27%, 19.22%, and 10.45% respectively aggregating to 43.94% equity shares of Siddhivinayak Realties Private Limited (SRPL) from its existing shareholders of SRPL vide separate Share Purchase Agreements.

The Company entered into a Joint Venture Agreement with Eversmile Constructions Company Private Limited and Konark Conwell LLP to disinvest/sell/release its entire investment/partnership interest to the extent of 75% (thus taking full exit) in ECC- Konark JV (Formerly known as ECC-DB-Konark JV).

Royal Netra Constructions Private Limited has ceased to be a subsidiary of the Company pursuant to the composite Scheme of Amalgamation and Arrangement, more particularly explained in the para above.

The Company executed separate Share Purchase Agreements (SPAs) to acquire 75%, 100%, and 50% shares in BD And P Hotels (India) Private Limited (BD & P), Goan Hotels & Realty Private Limited & Bamboo Hotel Global Centre (Delhi) Private Limited respectively. The shares of BD & P have been transferred and the shares of other companies are in the process of transfer and will be transferred upon fulfillment of conditions as stipulated in SPAs.

During the year under review, the Company has acquired entire equity shares of 1) Shiva Buildcon Private Limited 2) Shiva Multitrade Private Limited, and 3) Shiva Realtors Suburban Private Limited (hereinafter collectively referred to as "Associate companies") from its existing shareholders in accordance with terms and conditions as contained in the Memorandum of Understanding(s) entered by the Company with shareholders of the Associate companies in the previous financial year. Postacquisition, the aforesaid companies became wholly-owned subsidiary companies.

The Companies viz. N. A. Estates Pvt. Ltd. (WOS), Vanita Infrastructure Pvt. Ltd. (WOS), Horizontal Ventures Pvt. Ltd. (Subsidiary) and BD & P Hotels (India) Private Limited (Subsidiary) have sold off their entire shareholding and Optionally Convertible Debentures in Siddhivinayak Realties Private Limited to Reliance Commercial Finance Limited. (RCFL) to settle part of the liabilities given by RCFL to the Company/its subsidiary/ Associate.

The Company sold/disposed off the entire 100% stake in equity and preference shares in Real Gem Buildtech Private Limited (RGBPL), a wholly-owned subsidiary of the Company to Kingmaker Developers Private Limited a Company of Rustomjee Group. Consequent upon the aforesaid sale, RGBPL ceased to be a wholly owned subsidiary of the Company.

During the year, Vanita Infrastructure Private Limited, a wholly owned subsidiary of the Company has acquired entire equity shares of DB Conglomerate Realty Private Limited, thus making it a step-down subsidiary of the Company.

DB Contractors & Builders Private Limited, a wholly-owned subsidiary of the Company/its nominee has acquired a 100% stake in Marine Tower Properties LLP.

Further, Nine Paradise Erectors Private Limited (NPEPL), a wholly-owned subsidiary of the Company holding 62.85% equity shares in Horizontal Ventures Private Limited (HVPL), a step-down subsidiary of the Company acquired additional 30% equity shares of HVPL thus, the total equity shareholding of NPEPL in HVPL increased to 92.85%.

Post the financial year 2023-24, the Company has acquired 50% stake in Shiv Infra Riverwalk LLP (formerly known as Fairglow Realty LLP) and also incorporated a wholly owned subsidiary with the name of Advent International Ltd.

The Consolidated financial statements have been prepared in accordance with the provisions of the Companies Act, 2013, applicable Ind AS and SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, and include the financial information of its subsidiaries/associates and joint venture entities/partnership firms in which your Company holds a stake. The audited financial statements of the subsidiary companies will be available for inspection by any member at the registered office of the Company and at the Company's website www.dbrealtv.co.in. Copies of the audited financial statements of the subsidiaries can be sought by any member by making a written request in this regard.

In accordance with the provisions of Section 129(3) of the Act read with the Companies (Accounts) Rules, 2014, a statement containing salient features of the financial statements of the Company's subsidiaries, associates, and joint venture companies in Form AOC-1 is attached to the financial statements of the Company. The statement also provides the details of the performance and financial positions of each of the subsidiaries, associates, and joint venture companies.

Restructuring through Redemption of Company's Investments:

The Company opted for redemption of various categories of Preference shares in Marine Drive Hospitality & Realty Private Limited (MDHRPL), a Related party. Upon approval of shareholders of the Company and other necessary statutory approvals obtaining consents from lenders and completion of the transaction, the Company substantially exited from its investments in the form of preference shares in MDRHPL. The resolution for redemption of Preference shares held by the Company in MDHRPL was duly approved by the Shareholders of the Company with the requisite majority on 16^th September 2023, by means of Postal Ballot, through remote e-voting only. The acquisition of the shares of hospitality entities viz Bamboo Hotel And Global Centre (Delhi) Private Limited, Goan Hotels & Realty Private Limited, and BD And P Hotels (India) Private Limited were funded largely from the redemption of the Company's investment in MDRHPL.

Management Discussion and Analysis Report:

The Management Discussion and Analysis Report for the year under review as stipulated in SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is presented in a separate section forming part of this Annual Report as Annexure A.

Corporate Governance and Shareholders Information:

In compliance with the Listing Regulations, a separate report on Corporate Governance along with a certificate from the Secretarial Auditors on its compliance, forms an integral part of this report as Annexure B.

Deposits:

During the year under review, your Company has not accepted any deposit within the meaning of Sections 73 and 74 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 including any statutory modification(s) or re-enactment(s) for the time being in force.

Directors and Key Managerial Personnel (KMPs):

1. Directors retiring by rotation

In terms of Section 152 of the Companies Act, 2013 and the Articles of Association of the Company. Mr. Shahid Usman Balwa (DIN: 00016839) retires by rotation at the forthcoming Annual General Meeting and being eligible, offers himself for reappointment.

2. Re-Designation of Non- Executive Director and Non Independent Director

As on date of this Report, the Board of Directors, based on the recommendation of Nomination and Remuneration Committee at its meeting held on 12^th April, 2024, has approved the appointment and re-designation of Mr. Nabil Patel (DIN: 00298093) from Non-Executive Non Independent Director to Executive Directors (Business Development, Sales & Marketing) of the Company, for fresh term of three (3) years, from 12^th April, 2024 to 11^th April, 2027. He is liable to retire by rotation.

The Special Resolution for the above re-designation was duly approved by the Shareholders of the Company with requisite majority on 18^th May, 2024, by means of Postal Ballot, through remote e-voting only.

3. Re- appointment of Independent Director

Ms. Maryam Khan (DIN: 01263348) was reappointed as an Independent Director for a second term of 5 years consecutive years on the Board of the Company from 14^th August, 2023 to 13^th August, 2028. The Members has approved the re-appointment of Ms. Maryam Khan as an Independent Director on 16^th September, 2023 by way of Postal Ballot conducted through e-voting remote only.

4. Independent Directors Statement

All independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149 of the Companies Act, 2013 and Regulation 16 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and were placed at the Board Meeting.

In the opinion of the Board, the Independent Directors fulfill the conditions specified in these regulations and are independent of the management. There has been no change in the circumstances affecting their status as Independent Directors of the Company.

The Board is also of the opinion that the Independent Directors of the Company possess requisite qualifications, experience and expertise in the field of finance, strategy, auditing, tax, risk advisory, financial services and infrastructure and real estate industry and they hold the highest standards of integrity.

In compliance with rule 6(1) of the Companies (Appointment and Qualification of Directors) Rules, 2014, all the Independent Directors have included their names in the data bank of Independent Directors maintained by the Indian Institute of Corporate Affairs.

5. Key Managerial Personnel:

Mr. Vinod Goenka, Chairman and Managing Director, Mr. Shahid Balwa, Vice Chairman and Managing Director, Mr. Atul Bhatnagar, Chief Financial Officer and Mr. Jignesh Shah, Company Secretary of the Company are Key Managerial Personnel as per the provisions of the Companies Act, 2013.

Post financial year 2023-24, Mr. Nabil Patel, Executive Director is a Key Managerial Personnel of the Company.

Performance Evaluation of the Directors, Committee and Board:

The performance of the Directors is evaluated on the basis of their contributions at the meetings, strategic inputs for the performance and growth of the Company among others. The Directors have carried out performance evaluation on annual basis of Directors, Committees, and the Board. The Nomination and Remuneration Committee of the Board has laid down the performance evaluation framework under which performance of every Director is evaluated. The framework also provides the manner in which the Directors as a collective unit in the form of Board Committees and the Board function and perform.

Particulars of Loans, Guarantees or Investments:

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements. However, the Company, being a company engaged in the business of providing infrastructural facilities is exempt from the applicability of the relevant provisions of the Companies Act, 2013.

Contracts or Arrangements with Related Parties:

All transactions entered into during the financial year 2023-24 with Related Parties as defined under the Companies Act and SEBI LODR Regulations were in the ordinary course of business and on an arm's length basis. During the year, the Company had entered into material contracts, arrangements or transactions with related parties referred to in Section 188 of the Companies Act in Form AOC-2 are annexed as Annexure C to the Directors' Report. The necessary Related Party Transactions are periodically placed before the Audit Committee, Board as well as Shareholders for approval, whenever applicable. Attention of Members is drawn to the disclosures of transactions with related parties set out in Notes to the financial statements.

The policy on materiality of Related Party Transaction and also on dealing with Related Party Transaction as approved by the Audit Committee and the Board of Directors is uploaded on the website of the Company and the link for the same is https://www.dbrealtv.co.in/pdf/Policv%20on%20Related%20Partv%20Transactions.pdf

Statutory Auditors:

The members, at the 15^th Annual General Meeting held on 30^th September, 2021, has been appointed M/s. N. A. Shah Associates LLP, Chartered Accountants (Firm Registration No116560W/W100149) as the Statutory Auditors of the Company, to hold office for a term of five years from the conclusion of the this AGM until the conclusion of 20^th AGM of the Company on such remuneration as may be determined by the Board of Directors.

Auditors' Report and Audit Observation:

The Auditor's Report given by M/s. N. A. Shah Associates LLP, Chartered Accountants (Firm Registration No. 116560W/W100149), Statutory Auditors on Standalone and Consolidated Financial Statements of the Company for the financial year ended 31^st March, 2024 forms part of the Annual Report. The Auditor's Report does not contain any qualification, reservation or adverse remark or disclaimer or modified opinion. The Audit Report contains Emphasis of Matter on certain matters, whereby Auditors have drawn attention of members on certain Notes, which are self- explanatory.

Secretarial Auditors and Secretarial Audit Report:

Pursuant to Section 204 of the Companies Act 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 your Company had appointed Mr. Vicky M. Kundaliya of M/s. V. M. Kundaliya & Associates, Practicing Company Secretaries, Mumbai as its Secretarial Auditors to conduct the secretarial audit of the Company for the FY 2023-24. The Company has provided all assistance and facilities to the Secretarial Auditor for conducting their audit. The Report of Secretarial Auditor for the FY 2023-24 is annexed to this report as Annexure D. The said report does not contain any adverse observation or qualification or modified opinion.

Also, the Secretarial Audit Report for the FY 2023-24 of Neelkamal Realtors Tower Private Limited, material unlisted subsidiary of the Company, forms part of this report as Annexure D1. The said report does not contain any adverse observation or qualification or modified opinion.

Business Responsibility and Sustainability Reporting:

In compliance with the Regulation 34(2)(f) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with SEBI circulars issued from time to time, the Business Responsibility and Sustainability Report for the financial year ended 31^st March, 2024 is annexed to this report as Annexure E.

Maintenance of Cost Records under Section 148(1) of the Companies Act, 2013:

The maintenance of cost records as specified under Section 148(1) of the Companies Act, 2013 is not applicable to the Company as the Company does not fall under the criteria for which such records are required to be maintained.

Internal Financial Control Systems and their Adequacy:

The Company has an adequate system of internal control to safeguard and protect its assets from loss, unauthorized use, or disposal. The Company is compliant with all the applicable accounting standards (viz. IndAS) for properly maintaining the books of accounts and reporting financial statements. The Company continues to ensure proper and adequate systems and procedures commensurate with the size and nature of its business. Your Directors have also appointed a professional firm to examine the adequacy of these controls and the work of designing controls, documenting the risk control matrix for each area of business operation and their implementation.

During the year under review, no material or serious observations have been given by the Statutory Auditors and the Internal Auditors of the Company on the inefficiency or inadequacy of such controls, and the Internal Financial Controls concerning financial statements as designed and implemented by the Company are adequate.

Remuneration Policy:

The Nomination and Remuneration Policy provides for the appropriate composition of Executive, Non-Executive, and Independent Directors on the Board of Directors of your Company along with criteria for appointment and remuneration including determination of qualifications, positive attributes, independence of Directors, and other matters as provided under sub-section (3) of Section 178 of the Companies Act, 2013. The remuneration of the Directors shall be in accordance with the Nomination and Remuneration Policy of your Company.

Vigil mechanism:

Pursuant to the provisions of sections 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism for the directors and employees to report genuine concerns has been established. The policy comprehensively provides an opportunity for any employee/director of the Company to raise any issue concerning infringement of laws, accounting policies, or any act resulting in financial or reputational loss and misuse of office or suspected or actual fraud. The policy provides a mechanism for reporting such concerns to the Audit Committee through specified channels. The Vigil Mechanism Policy has been uploaded on the website of the Company at http://www.dbrealtv.co.in/pdf/WhistlerBlower.pdf

Fraud Reporting:

During the year under review, no instances of fraud were reported by the Statutory Auditors and Secretarial Auditors of the Company.

Risk Management Policy:

The Board of Directors reviews the risk management policy from time to time and the said policy aims at enhancing shareholders' value and achieving an optimum risk-reward trade-off. The risk management approach is based on a clear understanding of the variety of risks that the organization faces, disciplined risk monitoring and measurement, and continuous risk assessment and mitigation.

Corporate Social Responsibility Committee:

As per the provisions of Section 135 of the Companies Act, 2013, a Corporate Social Responsibility (CSR) Committee constituted by the Board of Directors exists. The CSR Policy is available on the website of the Company at https://www.dbrealty.co.in/pdf/DBRL Corporate Social Responsibility (CSR) Policy.pdf

However, during the financial year under review, the Net profit in terms of Section 198 of the Companies Act, 2013 for FY 20222023 is Rs. (356.94) Crores. Hence, the Company was not required to spend the fund for CSR activities as per the Section 135 of the Companies Act, 2013. Therefore, the compliances to the provisions of Section 135 of the Companies Act, 2013 read with Companies (Corporate Social Responsibility Policy) Rules,2014, are not required and the same is reported in Annexure F.

Annual Return:

Pursuant to the provisions of Section 134(3)(a) of the Companies Act, 2013, the Annual Return for the financial year ended 31^st March, 2024 is available on the website of the Company at www.dbrealtv.co.in under the section 'Investor'.

Number of Board Meetings during 2023-24:

The Board met eleven (11) times during the financial year 2023-24 and the details are mentioned in the Corporate Governance Report which is annexed to the Directors Report. Additionally, on 31^st January, 2024, the Independent Directors held a separate meeting in compliance with the requirements of Schedule IV of the Companies Act, 2013 and the provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Directors' Responsibility Statement:

In terms of provisions of Section 134(5) of the Companies Act, 2013, your Directors confirm that:

a) In the preparation of the annual accounts for the year ended 31^st March, 2024, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b) They have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as on 31^st March, 2024 and of the profit of the Company for the year ended on that date;

c) They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) They have prepared the annual accounts on a going concern basis.

e) They have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively

f) They have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Familiarization Programs for Independent Directors:

The various programs undertaken for familiarizing Independent Directors with the functions and procedures of the Company are disclosed in the Corporate Governance Report, which forms part of this Annual Report.

Dividend Distribution Policy

The Board has adopted a Dividend Distribution Policy, which is available on the website of the Company at https://www.dbrealty. co.in/pdf/Divident%20Distribution%20Policy.pdf

Committees of the Board:

The Company has Six (6) Committees of the Board which have been established as a part of the best corporate governance practices and are in compliance with the requirements of the relevant provisions of applicable laws and statutes. The Company has following Committees of the Board as on 31^st March, 2024:

1. Audit Committee

2. Corporate Social Responsibility Committee

3. Nomination and Remuneration Committee

4. Finance and Investment Committee

5. Stakeholders Relationship Committee

6. Risk Management Committee

During the year, the Company has also constituted QIP Committee for fund raising through Qualified Institutions Placement.

The details of the composition of the committees of the Board of Directors along with the date of the meetings, attendance of the members of the Committees, and their roles and terms of reference are stated in the Corporate Governance Report annexed to this Report.

Secretarial Standards

The Company has complied with the applicable Secretarial Standards notified by the Institute of Company Secretaries of India. Statutory Disclosures:

1. Conservation of Energy, Technological Absorption, Foreign Exchange Earnings and Outgo

Your Company is not covered by the schedule of industries which are required to furnish the information pursuant to Section 134(3)(m) of the Companies Act, 2013 read with Rule (8) of the Companies (Accounts) Rules, 2014.

The Company has not imported any technology or carried out any business of export or import and therefore the disclosure requirement against technology absorption are not applicable. The details of Foreign Exchange earnings and outgo are as under:

2. Particulars of Employees

Disclosures with respect to the remuneration of Directors and employees as required under Section 197 of the Companies Act and Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 has been appended as Annexure G to this Report. The information required pursuant to Section 197 of the Companies Act read with Rule 5(2)&(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company is available for inspection by the Members at registered office of the Company during business hours on working days up to the date of the ensuing Annual General Meeting. If any Member is interested in obtaining a copy thereof, such Member may write to the Company Secretary, whereupon a copy would be sent.

Disclosure under the Insolvency and Bankruptcy Code, 2016, pursuant to Section 134 read with Rule 8 of Companies (Accounts) Amendment Rules, 2021:

During the previous year FY 2022-23, there was an invocation of corporate guarantee given by the Company on behalf of a related entity (Borrower) to Bank of India (BOI). BOI has filed a Company Petition under Section 7 of the Insolvency and Bankruptcy Code, 2016 before the Hon'ble National Company Law Tribunal, Mumbai (NCLT) against the Company. The Company had thereafter, through its Director, filed an appeal against BOI before National Company Law Appellate Tribunal, New Delhi (NCLAT). The Borrower and BOI had settled the matter under One Time Settlement and the CIRP proceedings were closed against the Company vide Order of Hon'ble NCLAT dated 22^nd March, 2024.

Disclosure on one-time settlement with Banks or Financial Institutions:

Pursuant to settlement agreement executed between the Company and one of its Wholly Owned Subsidiary (WOS) and the lender viz., Reliance Commercial Finance Limited (RCFL) during FY 2022-23, the Company and its WOS have fully repaid settlement amount to the Lender during FY 2023-24.

Internal Complaint Committee

The Company has complied with the provisions relating to the constitution of Internal Complaint Committee ("ICC") as required under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

The Company is strongly opposed to sexual harassment and employees are made aware about the consequences of such acts and about the constitution of ICC.

Neither were any complaints filed during FY 2023-24 under the provisions of the said Act, nor were any complaints outstanding as at the beginning and end of the year under review.

Other Disclosures:

Your Company has not issued any shares with differential voting rights.

Your Company has not issued any sweat equity shares.

There was no revision in the financial statements.

There were no material changes or commitments affecting the financial position of the Company between the financial year end and date of this report.

There were no shares held by trustees for the benefit of employees and hence no disclosure under Rule 16(4) of the Companies (Share Capital and Debentures) Rules, 2014 has been furnished.

No significant and material orders were passed by the regulators or courts or tribunals impacting the going concern status and Company's operations in future. To update in the matter of 2G Spectrum Allocation Case, the Honourable High Court of Delhi pronounced the grant of leave to appeal during FY 2023-24. As has been communicated by the Company from time to time, your Company has never been impleaded as an accused or in any other capacity in this 2G case and is therefore not mentioned in the said order. It is imperative to emphasise that in the 2G Licence Allocation Case, the Honourable CBI Special Court on 21^st December 2017 exonerated the promoters/KMPs of the Company from all charges and they maintain their unwavering faith in the judicial process and expressed their belief that the legal system will vindicate them once again as has been consistently demonstrated in the past. The Members attention is also drawn on ongoing SEBI matter as provided in detail in Note no.50 of Standalone financial statements and Note no. 56.2(D)(x) of Consolidated financial statements, which are self-explanatory.

Acknowledgement

Your Directors wish to place on record their appreciation to the Banks, Financial Institutions, Government Authorities, customers and other business associates for their support and co-operation and wish to place on record their gratitude to the shareholders and the investors for their trust, support and confidence in the Company. The Board also places on record its appreciation for the dedication displayed by employees at all levels.

(Formerly known as D B Realty Limited)