Valor Estate Ltd

AGM Details

• AGM held on 30 September 2026 at 3:00 pm via video conferencing.
• Meeting concluded at 3:22 pm.

Key Resolutions

• Adoption of Audited Financial Statements for year ended 31 March 2026 and Directors' and Auditors' reports.
• Appointment of Vinod Goenka as Director by rotation and re-appointment.
• Appointment of Mehta Chokshi & Shah LLP as Statutory Auditors for first five-year term.

Voting Results

• Voting results to be declared on Scrutinizer's report after remote and AGM voting.

Valor Estate Limited (Formerly known as D B Realty Limited) – Closure of Trading Window from 01 October 2026 for Unaudited Financial Results for the 2nd quarter and six months ending 30 September 2026; window to reopen 48 hours after the unaudited results are generally made available in public domain.

Cessation of Independent Director

• Rajeev RA, Independent Director, resigned effective from close of business hours on 25 September 2026.

Encumbrance creation on promoter shares

• Creation of pledge over 16650000 Valor Estate Ltd shares by Goenka Family Trust.
• Encumbrance in favour of Authum Investment & Infrastructure Limited to secure Valor Estate's loan facility.
• Post-event total encumbered promoter shares: 36650000 (6.76% of total share capital).
• Before event promoter encumbered 20000000 shares (3.69%).
• Date of encumbrance creation: 10 September 2026.
• Promoter group: Goenka Family Trust represented by trustees Aseela Goenka, Sunita Goenka, Alok Agarwal.
• Facility size not disclosed; end-use of funds not specified.

Encumbrance details

• Creation of pledge over 16,650,000 Valor Estate shares in favour of Authum to secure a loan facility.
• Pre-encumbrance promoter holdings: 20,000,000 shares (3.69%).
• Post-encumbrance promoter encumbrance: 36,650,000 shares (8.60%).
• Promoter group: Goenka Family Trust (trustees Aseela Goenka, Sunita Goenka, Alok Agarwal).
• Lender: Authum Investment & Infrastructure Limited.
• Date of creation: 10-09-2026; reporting date: 11-09-2026.
• Impact: promoter encumbrance rose to 8.60% of total share capital.
• Total promoter encumbrance post-event: 83,300,000 shares (15.36%).

Overview

• Consolidated reporting for Valor Estate Limited and six subsidiaries; hospitality business demerged to Advent Hotels in July 2025.
• Real estate development is the principal business; FY2025-26 scope covers real estate only post-demerger.
• Reporting boundary includes Valor Estate and seven connected entities; not all group entities are within scope.
• FY2025-26 turnover is from real estate; no export revenue; Mumbai-based operations across six sites.

Key ESG Risks & Opportunities

• Material risks include non-compliance, OHS, and governance gaps; mitigated by Code of Conduct and Whistle Blower Policy.
• Opportunities in energy efficiency, waste management, sustainable materials, and stronger vendor governance.
• No formal time-bound targets yet; ongoing data capture improvements for ESG disclosures.

Governance & Policy Highlights

• Board oversight of ESG exists; no dedicated sustainability committee; oversight by Vice Chairman & MD.
• Policies include Code of Conduct, Whistle Blower, Anti-Corruption, POSH; board-approved with policy links.
• NGRBC principles adopted; policies translated into procedures and value-chain applicability.
• CSR not applicable; reporting boundary revised post-demerger.

Social Responsibility & Workforce

• Total employees 208; permanent 197 (182 male, 15 female); non-permanent 11; workers not on payroll.
• Board gender diversity 16.7%; KMP female representation 0%.
• LTIFR 0; no fatalities; 100% health and safety inspections; group medical and life insurance provided.
• PAP housing and rehab: Jeejamata Nagar rehabilitated about 4,400 hutments; Riverwalk ongoing; Hill Park PAP housing.
• Well-being expenditure 0.02% of revenue; training: board 3, KMP 3; employees 5 programs; coverage tracking ongoing.
• Customer grievances: 6,839 filed in FY2025-26; 595 pending; 2024-25 5,394 filed; 1,992 pending.
• POSH complaints 0; sexual harassment 0; discrimination 0.

Environmental Performance

• Total energy from non-renewable sources: 2,388.32 GJ; no renewable energy reported.
• Scope 1: 57.76 tCO2e; Scope 2: 314.15 tCO2e; intensity 2.3e-8 per turnover; PPP-adjusted 4.82e-7.
• Water withdrawal: 12,942 KL; treated wastewater reused via STP/RWH in projects.
• Waste data for 2025-26 largely unavailable; 2024-25 total waste 940 MT; segregation and recycling ongoing.
• Zero liquid discharge concept encouraged via STP and RWH; environmental infrastructure in projects.

Stakeholder Engagement & Complaints

• Stakeholders include government authorities, investors, customers, contractors, employees, lenders, and local communities.
• Engagement channels: emails, meetings, AGM/EGM, investor presentations, project sites; frequency varies by group.
• Customer grievances: 6,839 filed in FY2025-26; 595 pending; 2024-25 5,394 filed; 1,992 pending.
• Community grievances were 0; Hill Park and PAP housing rehab programs ongoing.
• Whistle blower and Code of Conduct channels exist for disclosures.

Other Notable Metrics

• Related party transactions: Purchases from related parties 95.82%; Sales 90.49%.
• Inputs from MSMEs: 1.71% in 2025-26; 64.06% in 2024-25; all inputs sourced from India.
• Cybersecurity: no standalone policy; IT controls with firewall; no data breaches in 2025-26.
• Affiliations with trade associations: Nil; no public policy positions disclosed.
• EIA compliance: Jeejamata Nagar project complied with EIA 2006; PARIVESH portal referenced.

Financial performance

• Consolidated revenue from operations: ₹1,593.27 crore.
• Consolidated total income: ₹1,664.37 crore.
• PAT to owners: ₹2,547.66 lakh.
• Total comprehensive income: ₹2,682.25 lakh.

Capital structure & governance

• Debt reduced by over ₹1,100 crore; balance sheet strengthened.
• AHIL listing completed; six board committees in place.
• Auditors appointed: M/s Mehta Chokshi & Shah LLP for 5 years.

Strategic developments & demerger

• Hospitality business demerged into Advent Hotels International Limited.

Outlook & risks

• FY2026-27: monetize land bank; maintain low leverage.
• Aerocity asset to be integrated into annuity portfolio.

AGM Details

• Date and time: 30 September 2026, 3:00 PM IST.
• Mode: VC/OAVM; no in-person attendance.
• E-voting window: 27 Sep 2026 9:00 AM to 29 Sep 2026 5:00 PM IST.
• Cut-off date for voting eligibility: 23 September 2026.
• Register of Members closed from 24 September to 30 September 2026.

Resolutions

• Adoption of standalone financial statements and reports (Ord.).
• Adoption of consolidated financial statements and reports (Ord.).
• Appointment of Vinod Goenka as Director, retirement by rotation (Ord.).
• Appointment of M/s Mehta Chokshi & Shah LLP as Statutory Auditors for five years (Ord.).

Auditor & Remuneration

• Proposed statutory auditor remuneration: Rs 55,50,000 per annum plus taxes.
• First term: five consecutive years from AGM conclusion.
• Current auditor M/s N. A. Shah Associates LLP to complete term at this AGM.

Director Details

• Vinod K. Goenka reappointed as Director by rotation; remuneration Rs 4.50 crore p.a.