Valor Estate Ltd

Further, during the financial year, the Company 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 Company has till date not granted any Options to the employees as it was monitoring the market conditions and identifying an appropriate window to grant the Options.

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 would be placed before the shareholders at the ensuing Annual General Meeting.

Increase in Equity Paid Up Capital:

In view of the additional allotment of equity shares issued under the Employee Stock Option Plan 2022 ('DB Realty- ESOP 2022') as mentioned hereinabove, the Issued, Subscribed & Paid Up Share Capital of the Company during FY 2024-25 increased from Rs. 537,78,93,780 (Rupees Five Hundred Thirty Seven Crores Seventy Eight Lakh Ninety Three Thousand and 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 to Rs. 538,46,54,910 (Five Hundred Thirty Eight Crores Forty Six Lakh Fifty Four Thousand and Nine Hundred Ten) divided into 53,84,65,491 (Fifty Three Crores Eighty Four Lakh Sixty Five Thousand Four Hundred Ninety One) 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. 6,09,54,51,180/- to Rs. 6,10,22,12,310/-.

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

(i) The Worli project being developed under Worli Urban Development Project LLP (formerly known as Lokhandwala DB Realty LLP) in joint venture with Prestige Acres Private Limited. The project involves redevelopment and urban regeneration on approximately 18 acres of land parcel at Worli, Mumbai. The Worli project is titled as "The Prestige Place", a marquee one of its kind, world-class mixed-use development with a large saleable area. The Project is being designed by Skidmore, Owings & Merrill LLP (SOM), a world leader having designed marquee projects such as Burj Khalifa, Dubai amongst others. The Company has vacated 90% of site encompassing the rehabilitation of residential /commercial structures and its occupants. In furtherance of the development, the balance remaining structures are expected to be vacated in the first half of the next FY and the site will be ready for development of a large urban regeneration project. Besides, in-situ rehabilitation of over 4,000 families as per global best practices in urban planning and sustainability, the masterplan designed by SOM comprises a mixed use transit oriented development including upscale residential complex, a 550 keys luxury hotel, serviced apartments, luxury mall, retail and high end club located at Worli, Mumbai.

(ii) Lease of Mira Road land - The Company has leased 186 acre plot of vacant land at Mira Road to Larsen & Toubro Limited and Apco Infratech Private Limited for three years with two years of extension, who has been awarded the tender for the vital project of public importance viz" Mumbai Coastal Road North Project by Brihanmumbai Municipal Corporation (BMC). The land will be used for casting yards and other associated works for the construction of the Mumbai Coastal Road North Project by the contractors. The location is instrumental in construction of Coastal North Road which will reduce travel time from Bandra to Bhayander West. The Company is in process of re-filling of the land as per the lease agreements.

(iii) Urban Resettlement and Housing Project- During the year, the Company received Letter of Acceptance from Municipal Corporation of Greater Mumbai for construction and handover of approximately 13,374 affordable housing tenements under the Project Affected Person (PAP) Scheme on the Company's land in Malad East. The Company will receive payment in the form of Transferrable Development Rights (TDR) and Credit Notes from MCGM against the construction of the housing units under PAP The Company to enter into agreement with BMC and convey the land to BMC and obtain permission for development. The project is envisaged to be competed within 60 months from the commencement certificate being obtained.

(iv) The Prestige, Mahalaxmi - The Company has option to acquire 6.7 lakh sq ft of carpet area in the project on the terms and conditions contained in the executed agreements with Turf Estate Joint Venture LLP, a subsidiary of Prestige Estates Projects Limited. Prestige Turf Tower is fully complete and Occupation Certificate is received. The Lease Towers have been approved and under construction with a one tower reached plinth level construction. The Company expects a annual revenue potential of Rs. 660 crores per annum from the leased area with expected completion in 2029.

(v) BKC 101, BKC- The Company has option to acquire 4.57 lakh sq ft of carpet area in the project on the terms and conditions contained in the executed agreements. Prestige Group subsidiary is executing 'BKC 101' project at Bandra Kurla Complex. The lease towers have been approved and construction is underway at fast pace. The Company expects an annual revenue potential of around Rs. 450 crores per annum from the leased area with expected completion in 2028.

(vi) Om Metals Consortium had a agreement in place between the subsidiary of the Company and a consortium led by a hydromechanical engineering services company OM Metals for development of 7.5 acre land parcel at Bandra Reclamation, Bandra West, Mumbai. The consortium has obtained permission from MHADA in 2006. During the year, the Company entered into arrangements with L&T Realty for joint development of the project, subject to various conditions precedent. As per the arrangement, L&T Realty to develop upscale residential development over a period of next 5 years with a revenue share amongst the Company and L&T Realty. The company has constructed transit camps for 1050 tenements during the year, and it is Company's responsibility to get the land vacated and obtain necessary approvals.

(vii) Godrej Avenue Eleven continues to be developed by Godrej Residency Pvt. Ltd., an associate of the Company, who 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. During the year, Godrej Residency Pvt. Ltd. launched the 2^nd tower of the project which has received overwhelming booking response. The project is scheduled for possession in December 2028 and will offer expansive apartments in various configurations.

(viii) During the year, the Company entered into joint venture with RC Group to acquire development rights of around 18 acres land parcel at Bandra Kurla Complex. The project involves rehabilitation of 5500 families under the Slum Rehabiliation Scheme situated at Dyaneshwar Nagar as part of the development. The SPV has entered into in principal agreement with a reputed real estate player for joint development of a mix use project comprises of residential, commercial components alongwith a proposed 1000 key Five Star Hotel with conference facility. The project is at initial stage and application for issuance of LOI from SRA is done during the year.

(ix) Regarding development in the other projects,

(a) "X BKC" (Ten BKC) a residential project in Bandra is nearing completion and partial Occupancy Certificate was received during the year. It is a collaborative effort between the Company and its joint venture partner, Adani GoodHomes Pvt. Ltd. The project is on track for delivery around in 2025.

(b) During the year, two subsidiaries of the Company has conveyed, conveyed and assigned land admeasuring 22,135.25 square meters Dahisar Mira Road land parcel along with the balance and future FSI for a consideration of Rs. 26,242.38 lakhs to Prestige Estate Projects Limited. The subsidiaries entitlement to revenue share from Man Vastucon LLP ("MV LLP") in relation to the transfer of development rights has been modified upon an arrangement and has exited the arrangement with MV LLP based on collections received by till a specified date plus certain other emoluments.

(c) The status of Hotel assets which are to be demerged into Advent Hotels International Private Limited subject to necessary statutory and regulatory approvals including the approval of Hon'ble National Company Law Tribunal are as under:

(i) 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. The hotel has scope for expansion of 113 keys which is at pre-planning stage.

(ii) 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

(iii) 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. The commercial space is expected to be ready in FY 2025-26 and the Hotels will be operational in FY 2026-27.

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 2024-25.

Subsidiaries, Associate Companies, and Joint Ventures:

During the FY 2024-25, the following acquisitions/disinvestments took place:

(i) The Company incorporated a wholly owned subsidiary with the name of Advent International Ltd. and its name was thereafter changed to Advent Convention And Hotels International Limited.

(ii) The Company acquired 50% stake in Shiv Infra Riverwalk LLP (formerly known as Fairglow Realty LLP) pursuant to First Supplemental LLP Agreement.

(iii) The following companies viz Advent Hotels International Private Limited (earlier known as Shiva Realtors Suburban Private Limited) and Shiva Buildcon Private Limited, wholly owned subsidiaries of the Company disposed off their entire equity stake in Neelkamal Realtors Suburban Private Limited (NRSPL) to Shiva Multitrade Private Limited, another WOS of the Company to avoid multiplicity of shareholding and to rationalize the shareholding in NRSPL.

(iv) During the financial year, the Company executed Share Purchase Agreement for transfer/sale of its entire

(i) 50% equity shareholding in Bamboo Hotel and Global Centre (Delhi) Private Limited ("BHGCPL") and

(ii) 100 percent equity stake in Goan Hotels & Realty Private Limited ("GHRPL") to a wholly-owned subsidiary of the Company, viz Advent Hotels International Private Limited. ("Advent"). The shares of BHGCPL have been transferred and the shares of GHRPL is in the process of transfer and will be transferred upon fulfillment of conditions as stipulated in SPA. Pursuant to another Share Purchase Agreement, Advent transferred/sold 1% stake of BHGCPL to M/s Pinnacle Investments, thus the holding of Advent in BHGCPL has stood to 49% as on 31^st March, 2025.

(v) DB View has enforced 48.65% equity stake of Sahyadri Agro and Dairy Private Limited ("SADPL") pursuant to a decree issued by the Hon'ble High Court of Mumbai against outstanding debt obligations. The transaction is a legally mandated debt resolution process as the shares has been transferred as part of a court-supervised debt settlement mechanism. To consolidate SADPL's ownership and prevent fragmented holdings, these shares were subsequently transferred by DB View to Horizontal Ventures Private Limited ("Horizontal"), a step-subsidiary of the Company, which already held a 27.98% stake in SADPL. As a result of this transaction, Horizontal increased its shareholding in SADPL to 76.63%, thereby making SADPL its subsidiary and consequently a step-subsidiary of the Company. Thereafter, post conclusion of financial year 2024-25, an Asset Transfer Agreement has been executed between SDDPL (Purchaser) , SADPL (Seller) and Nine Paradise Erectors Pvt Ltd, for sale of identified assets and contracts and assignments of bulk cooler facilitator agreements and other identified rights in favour of SDDPL on such terms and conditions as contained in ATA. The transaction is consistent with the Company strategy to monetize non-core assets and enhance its financial position. Proceeds will contribute towards debt recovery by group entities.

(vi) Post financial year 2024-25, DB View Infracon Private Limited ("DB View"), a wholly owned subsidiary of the Company, has enforced 10.45% equity stake of Schreiber Dynamix Dairies Private Limited ("SDDPL") pursuant to a decree issued by the Hon'ble High Court of Mumbai against outstanding debt obligations. The transaction is a legally mandated debt resolution process as the shares has been transferred as part of a court-supervised debt settlement mechanism. Post financial year 2024-25, DB View disposed off entire 10.45% equity stake of SDDPL to Schreiber International Inc. vide a Share Purchase Agreement (SPA) on the terms and conditions as contained therein.

(vii) Post financial year 2024-25, Mira Real Estate Developers, (in which the Company alongwith its WOS hold 100% economic interest) has been converted into a Private Limited Company under the name "Miraland Developers Private Limited" and thus it became a wholly owned subsidiary of the Company.Post financial year 2024-25, the Company initiated the process of disposing of its entire shareholding/economic interest in Advent Convention and Hotels International Limited and Marine Tower Properties LLP to Advent Hotels International Private Limited to put all hospitality business under Advent.

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.

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. Nabil Patel (DIN: 00298093) 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

Mr. Nabil Patel (DIN: 00298093) was re-designated from Non-Executive Non Independent Director to Executive Director (Business Development, Sales & Marketing) of the Company, liable to retire by rotation, for fresh term of three (3) years, from 12^th April, 2024 to 11^th April, 2027. His re-designation was approved by the shareholders of the Company on 18^th May, 2024 by way of Postal Ballot conducted through e-voting remote only.

3. Re-appointment of Vice Chairman cum Managing Director

Mr. Shahid Balwa (DIN: 00016839) was re-appointed as a Vice Chairman cum Managing Director of the Company for a period of three (3) years with effect from 10^th December, 2024 to 9^th December, 2027 and is liable to retire by rotation. His re-appointment was approved by the shareholders of the Company on 3^rd November, 2024 by way of Postal Ballot conducted through e-voting remote only.

4. Retirement of Independent Director

In terms of Section 149(11) of the Companies Act, 2013 the tenure of Mr. Jagat Killawala, who has been an Independent Director of the Company for 2 consecutive term of 5 years each has expired on closing of business hours on 26^th September, 2024.

5. Appointment of Independent Director

Mr. Rajeev RA was appointed as an Independent Director of the Company for the first term of 5 years with effect from 27^th September, 2024 till 26^th September, 2029, by the Board of Directors on the recommendation of the Nomination and Remuneration Committee at its meeting held on 23^rd September, 2024 subject to the approval of the Shareholders. His appointment as an Independent Director for a period of 5 years was approved by the shareholders on 3^rd November, 2024 by way of Postal Ballot conducted through e-voting remote only.

6. 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. Nabil Patel, Executive 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.

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 2024-25 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, are given in the Form AOC-2 annexed as Annexure C to the Director's 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.

Statutory Auditors:

The members, at the 15^th Annual General Meeting held on 30^th September, 2021, has 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, 2025 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 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 2024-25. The Company has provided all assistance and facilities to the Secretarial Auditor for conducting their audit. The Report of Secretarial Auditor for the FY2024-25 is annexed to this report as Annexure D. The said report does not contain any adverse observation or qualification or modified opinion except delay of approx. 25 mins in submission of disclosure under Regulation 23(9) of the SEBI LODR with respect to disclosure of Related Party Transactions for the half year ended 31^st March, 2024 owing to genuine reasons beyond the control of the Company, which were considered by the Stock Exchanges and they waived off the fine more particularly mentioned in the said Report.

Pursuant to the amended provisions of the Regulation 24A of the SEBI and Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors at its meeting held on 30^th May, 2025 approved the appointment of M/s. V. M. Kundaliya & Associates, Companies Secretaries (a Peer reviewed Firm with Registration No. S2012MH183100) as a Secretarial Auditor of the Company for audit period of five consecutive years commencing from financial year 2025-26 till financial year 2029-30, subject to the approval of shareholders at the ensuing Annual General Meeting.

Also, the Secretarial Audit Report for the FY 2024-25 of Neelkamal Realtors Tower Private Limited, Goan Hotels & Realty Private Limited and BD And P Hotels (India) Private Limited, material unlisted subsidiaries of the Company, form part of this report as Annexure D1 to D3. 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, 2025 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:

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:

The details that are required to be disclosed under the provisions of Section 134(3)(o) of the Companies Act, 2013 and the Companies (Corporate Social Responsibility Policy) Rules, 2014, are provided in Annexure F to the Directors' Report

Annual Return:

Number of Board Meetings during 2024-25:

The Board met ten (10) times during the financial year 2024-25 and the details are mentioned in the Corporate Governance Report which is annexed to the Directors Report.

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, 2025, 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, 2025 and of the loss 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

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, 2025:

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

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:

There are no proceedings initiated/ pending against the Company under the Insolvency and Bankruptcy Code, 2016 Disclosure on one-time settlement with Banks or Financial Institutions:

During the financial year under review, there were no instances of one-time settlement with any bank or financial institution. 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 2024-25 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. In relation to show cause notice received from SEBI concerning accounting of potential liability for corporate guarantees issued by the Company in the past and other related matters, SEBI has passed final Order during the year imposing penalty of Rs 5 lacs on the Company and total penalty of Rs. 20 lacs on KMPs/Directors of relevant period, which has been paid. Further, corporate guarantee given by the Company was also released pursuant to settlement by the Lender with the Borrower and matter is now fully resolved. The attention of the members is drawn to the Notes to accounts for the status of other matters.

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.

On behalf of the Board of Directors For Valor Estate Limited (Formerly known as D B Realty Limited)