Valor Estate Ltd Directors Report

To

The Members Valor Estate Limited

(Formerly known as “D B Realty Limited”)

Your Directors have pleasure in presenting the 20th Annual Report on the business and operations of the Company, together with the audited financial statements for the financial year ended 31st March, 2026.

Financial Highlights

The financial performance of the Company for the year under review, on a standalone and consolidated basis, is summarised below:

(Rs. in lacs)

Particulars	Standalone		Consolidated
	F.Y. 2025-26	F.Y. 2024-25	F.Y. 2025-26	F.Y. 2024-25
Revenue from Operations	52,913.96	-	1,59,326.93	76,657.84
Other Income	471.92	4,161.00	7,109.96	4,413.47
Total Income	53,385.88	4,161.00	1,66,436.89	81,071.31
Expenses
Operating Expenses	41,580.48	21,837.64	1,52,360.75	99,444.70
Depreciation and Amortization	212.46	12.17	571.35	192.09
Total Expenses	41,792.94	21,849.81	1,52,932.10	99,636.79
Profit Before Finance Cost and Tax	11,592.94	(17,688.81)	13,504.79	(18,565.48)
Finance Cost	2,200.96	839.92	9,923.49	3,164.12
Profit/ (Loss) before extraordinary items and tax	9,391.98	(18,528.73)	3,581.30	(21,729.60)
Exceptional Items	-	-	6,176.60	-
Profit/ (Loss) after extraordinary items and tax	9,391.98	(18,528.73)	9,757.90	(21,729.60)
Share of Profit/ (Loss) from associates and joint ventures	-	-	(4,471.57)	419.89
Profit/ (Loss) Before Tax ( PBT)	9,391.98	(18,528.73)	5,286.33	(21,309.71)
Tax Expense	642.17	270.59	2,584.85	(5,038.55)
Profit/ (Loss) after Tax (PAT) from continuing operations	8,749.81	(18,799.32)	2,701.48	(16,271.16)
Profit / (Ioss) after tax from discontinuing operations	-	1.69	-	4,468.06
Other Comprehensive Income	(13.57)	(39.10)	(19.23)	(34.71)
Total Comprehensive Income/ Loss for the year	8,736.24	(18,836.73)	2,682.25	(11,837.81)

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

Nature of Business

As on 31st March, 2026, the Company was primarily engaged in the business of real estate development.

Scheme of Arrangement and Corporate Restructuring

(i) Composite Scheme of Amalgamation and Arrangement

During the year under review, pursuant to Composite Scheme of Amalgamation and Arrangement between the Company (“Amalgamated Company”/”Demerged Company”), Esteem Properties Private Limited (“EPPL”/ “Esteem”/ “Amalgamating Company”) and Advent Hotels International Limited (“AHIL”/“Advent”/”Resulting Company”) and their respective shareholders and creditors under Sections 230 to 232 read with Section 52 and 66 and other applicable provisions of the Companies Act, 2013 (“the Scheme”), EPPL, a wholly owned subsidiary of the Company merged with the Company and the Company demerged its hospitality business (including the assets of EPPL under hospitality vertical) into a separate legal entity - Advent.

The Honble National Company Law Tribunal (“NCLT”), Mumbai approved the Scheme vide its order dated 12th June, 2025 and the Scheme became effective from 1st July, 2025.

In terms of the Scheme, the paid-up capital of 8% Redeemable Preference Shares (“RPS”) of the Company was reduced by way of a reduction in face value, whereby every 1 RPS having a face value of Rs. 10/- each was reduced to 1 RPS having a face value of Rs. 9/- each. Subsequent to the reduction, the RPS were consolidated such that every 10 RPS having a face value of Rs. 9/- each were consolidated into 9 RPS having a face value of Rs. 10/- each. Further, pursuant to the demerger of the Hospitality Business, Advent issued and allotted 1 fully paid-up equity share and 1 RPS, each having a face value of Rs. 10/-, for every 10 fully paid-up equity shares and RPS of Rs. 10/- each, respectively, held by the shareholders of the Company as on the Record Date, i.e. 18th July, 2025.

The equity shares of Advent were subsequently listed and admitted to trading on BSE Limited and National Stock Exchange of India Limited with effect from 13th November, 2025.

The restructuring under the Scheme has enabled the Company and Advent to pursue their respective businesses with greater focus and operational efficiency. The Company will continue to focus on its core real estate business in the Mumbai Metropolitan Region (MMR), leveraging its competencies in land aggregation, securing clear land titles and undertaking development in partnership with established developers. The real estate sectors inherent market dynamics and capital structure imperatives fundamentally differ from the hospitality sector. The demerger has enabled each entity to implement its bespoke strategy, focus on its core business, and make capital allocation decisions. This strategic separation was intended to facilitate the realisation of the value of each business for the benefit of the shareholders. The Scheme would unlock value of the Hospitality Business for existing shareholders of the Demerged Company through independent, market-driven valuation of their shares in the Resulting Company which was listed pursuant to the Scheme.

(ii) Merger of Sahyadri Agro and Dairy Private Limited with Horizontal Ventures Private Limited

During the year under review, a Scheme of Merger (“the Scheme”) was entered into between Sahyadri Agro and Dairy Private Limited (“SADPL”), a wholly owned subsidiary of Horizontal Ventures Private Limited (“HVPL”/ “Horizontal”), and Horizontal, a step-down subsidiary of the Company. The Scheme was filed with the Honble NCLT, Mumbai on 7th October, 2025.

This merger eliminated a multi-layered holding structure by consolidating legacy companies, enhanced operational and administrative synergies, and reduced duplicative legal and regulatory compliance requirements. The Honble NCLT, Mumbai Bench, pronounced and made its final order dated 29th January, 2026 sanctioning the Scheme. The Scheme became effective from 12th March, 2026 and the appointed date for the amalgamation of SADPL with Horizontal was 1st April, 2025.

Variation of 8% Redeemable Preference Shares into Compulsorily Convertible Preference Shares and Conversion of Equity Shares and Redemption of the balance Redeemable Preference Share

The Company had, in the past, pursuant to the Scheme of Amalgamation of Gokuldham Real Estate Development Company Private Limited (“GRED”), an erstwhile subsidiary of the Company, with the Company, approved by the Honble High Court vide its orders dated 16th October, 2015 and 27th October, 2015, allotted 574 fully paid-up 8% Redeemable Preference Shares (“RPS”) of the face value of Rs. 10/- each for every 1 fully paid-up equity share held by the shareholders of GRED. Pursuant to the aforesaid Scheme, 7,17,50,000 RPS were allotted to Konark Realtech Private Limited (“KRPL”), a non-promoter of the Company on 6th February, 2016, along with minuscule portion (5,166 RPS of Rs. 10/- each) to other promoter group shareholders.

Pursuant to the demerger of the Hospitality Business of the Company into Advent Hotels International Limited, the face value of the RPS was reduced and the RPS were subsequently consolidated in accordance with the Scheme. Consequently, the aforesaid 7,17,50,000 RPS held by KRPL stood reduced to 6,45,75,000 RPS, each having a face value of Rs. 10/-.

Thereafter, pursuant to the approval of the shareholders of the Company by way of a special resolution passed at the Extra- Ordinary General Meeting held on 12th December, 2025, and the in-principle approvals dated 24th December, 2025 issued by the National Stock Exchange of India Limited and BSE Limited (collectively, the “Stock Exchanges”), the Company (i) varied the terms and nature of 6,45,75,000 8% RPS held by KRPL and issued and allotted an equivalent number of 6,45,75,000 0.0001% CCPS, having a face value of Rs. 10/- each, to KRPL on 26th December, 2025; and (ii) the aforesaid 6,45,75,000 CCPS were converted into 32,02,330 fully paid-up equity shares of the face value of Rs. 10/- each on 2nd February, 2026 at a conversion price of Rs. 201.65 per equity share (including a premium of Rs. 191.65 per share) as determined as per SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018.

The said equity shares were listed and admitted to trading on the Stock Exchanges with effect from 23rd March, 2026, pursuant to the approval letters dated 20th March, 2026. During the last quarter, the remaining 5,166 RPS of the face value of Rs. 10/- each held by Promoter Group which were not varied/changed into CCPS were redeemed at par by the Company in accordance with the applicable provisions of the Companies Act, 2013 and the rules made thereunder. Consequent to the conversion of the aforesaid CCPS into equity shares and redemption of the remaining RPS, the preference share capital of the Company stood reduced to Nil as on 31st March, 2026.

The aforesaid conversion was effected without any cash outflow by the Company and enabled the Company to replace the redeemable preference capital with permanent equity capital. The conversion thereby eliminated the future requirement for deployment of funds towards redemption of the RPS and enabled the Company to conserve its financial resources. Overall, the conversion and redemption resulted in simplification of the Companys capital structure by eliminating the outstanding preference share capital and strengthening its permanent equity base.

Employee Stock Option Schemes

During the year under review, the following Employee Stock Option Schemes / Plans of the Company were in force, each framed in terms of the provisions of the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 (“SEBI SBEBSE Regulations”):

i. D B Realty Limited - Employee Stock Option Plan 2022 (“ESOP 2022”); and

ii. Valor Estate Limited - Employee Stock Option Plan 2024 (“ESOP 2024”).

During the year, the Nomination and Remuneration Committee (“NRC”) of the Company issued and allotted a total of 7,38,940 equity shares at Rs. 41.45/- each to eligible employees of the Company, its subsidiaries and associates, upon their exercise of options granted under ESOP 2022.

ESOP 2024 was launched in the previous financial year, for which the Company obtained the approval of the shareholders on 18th May, 2024 by means of Postal Ballot to create, issue, offer, grant, allot and/or transfer, from time to time and in one or more tranches, up to 10,00,000 (Ten Lakhs) Employee Stock Options exercisable into 10,00,000 (Ten Lakhs) equity shares of the face value of Rs. 10/- (Rupees Ten only) each. The scheme is implemented directly by the Company, which has also obtained in- principle approval from both the Stock Exchanges. During the year under review, the NRC granted 10,00,000 (Ten Lakhs) options under ESOP 2024 to eligible employees of the Company and its subsidiary, group and associate companies. The exercise price of each option is Rs. 90/-, which is higher than the face value of the equity shares of the Company and lower than the prevailing market price as on the date of grant.

As on 31st March, 2026, total 3,65,770 stock options had lapsed under ESOP 2022 and have been added back to the pool, making them available for future grants. The total number of stock options outstanding for exercise under ESOP 2022 as on 31st March, 2026 stood at 80,256.

The details required in respect of the above Schemes under the applicable provisions of the Companies Act, 2013 read with Rule 12(9) of the Companies (Share Capital and Debentures) Rules, 2014, and the disclosures required pursuant to Regulation 14 read with Part F of Schedule I of the SEBI SBEBSE Regulations, are placed on the website of the Company at www.dbrealtv.co.in.

Further, the certificate from the Secretarial Auditors of the Company certifying that the Companys Schemes are being implemented in accordance with the SEBI SBEBSE Regulations will be placed before the shareholders at the ensuing Annual General Meeting.

Increase in Authorised Share Capital

Prior to the implementation of the Composite Scheme of Amalgamation and Arrangement (“Scheme”), the Authorised Share Capital of the Company was Rs. 1,000,00,00,000/- (Rupees One Thousand Crores only), comprising of 92,50,00,000 Equity Shares of Rs. 10/- each and 7,50,00,000 8% Redeemable Preference Shares (“RPS”) of Rs. 10/- each. Pursuant to the Scheme, the Authorised Share Capital of the Company stood reduced to Rs. 925,00,00,000/- (Rupees Nine Hundred and Twenty Five Crores only), comprising of 85,00,00,000 Equity Shares of Rs. 10/- each and 7,50,00,000 RPS of Rs. 10/- each.

Subsequently during the year, the Authorised Share Capital of the Company was increased to Rs. 1,000,00,00,000/- (Rupees One Thousand Crores only), comprising 85,00,00,000 Equity Shares of Rs. 10/- each, 7,50,00,000 RPS of Rs. 10/- each and 7,50,00,000 Compulsorily Convertible Preference Shares (“CCPS”) of Rs. 10/- each.

The aforesaid increase in the Authorised Share Capital was undertaken to facilitate variation of the terms of the outstanding 8% RPS into CCPS and their subsequent conversion into equity shares of the Company as explained in detail herein above.

Movement in Issued, Subscribed and Equity Paid-up Share Capital

In view of the allotment of 7,38,940 equity shares under ESOP 2022, and the variation of the 8% Redeemable Preference Shares held by Konark Realtech Private Limited into CCPS and the conversion of 6,45,75,000 0.0001% CCPS into 32,02,330 fully paid- up equity shares as detailed above, the Issued, Subscribed and Paid-up Share Capital of the Company during FY 2025-26 was increased from Rs. 538,46,54,910/- (Rupees Five Hundred Thirty Eight Crores Forty Six Lakhs Fifty Four Thousand Nine Hundred and Ten only), divided into 53,84,65,491 (Fifty Three Crores Eighty Four Lakhs Sixty Five Thousand Four Hundred and Ninety One) equity shares of Rs. 10/- (Rupees Ten only) each, to Rs.542,40,67,610/- (Rupees Five Hundred Forty Two Crores Forty Lakhs Sixty Seven Thousand Six Hundred and Ten only), divided into 54,24,06,761 (Fifty Four Crores Twenty Four Lakhs Six Thousand Seven Hundred and Sixty One) equity shares of Rs. 10/- (Rupees Ten only) each.

Utilisation of Funds Raised through Qualified Institutions Placement

During the financial year 2023-24, the Company raised an amount of Rs. 920.20 crores through a Qualified Institutions Placement (“QIP”) by way of a fresh issue and allotment of 3,56,66,675 equity shares on 14th March, 2024 at an issue price of Rs. 258/- per equity share (including a premium of Rs. 248/- per equity share). The Company appointed CARE Ratings Limited as the Monitoring Agency, which submitted its report on a quarterly basis. The Company had utilised the entire QIP proceeds by 31st March, 2025. However, during the first quarter of the current financial year, one of the group companies received back Rs. 47.70 crores of QIP proceeds earmarked for General Corporate Purposes from a contractor, on account of the non-materialisation of a contract. The said amount was subsequently utilised within the same quarter towards project-related expenses. Accordingly, the entire QIP proceeds, stand fully utilised as on 30th June, 2025, in accordance with the objects of the QIP and same has been verified by the Monitoring Agency in their report.

Status of Projects of the Company, its Subsidiaries and 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. A brownfield 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 more than 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 - During the year, the Company has entered into leave and license agreements to lease 186 acre of freehold 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. Critically, the long-standing title dispute relating to the Mira Road land was conclusively resolved in our favour by the Honble Bombay High Court, giving complete legal certainty over one of our most valuable strategic assets and substantially enhancing its development potential. The location is instrumental in construction of Coastal North Road which will reduce travel time from Bandra to Bhayander West. The Company booked a lease rent income during the Financial year and has also received rent from Larsen & Toubro Limited.

(iii) Urban Resettlement and Housing Project- In continuation to the receipt of Letter of Acceptance from Brihanmumbai Municipal Corporation for construction and handover of approximately 13,374 affordable housing tenements under the Project Affected Person (PAP) Scheme on the Companys land in Malad East last year, the Company received the corrigendum to the Letter of Acceptance and subsequent to compliance with the conditions as mentioned in the LOA, entered into the agreement with the Brihanmumbai Municipal Corporation for development of the project under PAP Scheme. The Company conveyed the land to BMC and received payment in the form of Transferrable Development Rights (TDR) and Credit Notes from BMC as per the agreement terms for approx. INR 900 crores. The Company to obtain permission for development. The project is envisaged to be competed within 60 months from the commencement certificate being obtained.

(iv) The Prestige Liberty Tower, 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, rehab tower was completed and Occupation Certificate is received during the year. Handover of the units is currently underway. The Sky Tower and Bay Tower (Lease Towers) slab RCC and casting works are in progress. 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 slab construction and casting works 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 an 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. During the year, the long standing legal arbitration with MHADA was successfully closed amongst the parties and survey of the site is completed. The company is in process to take consents and it is planned to vacate the site in the ensuing financial year.is working . As per the arrangement, L&T Realty to develop Grade A commercial development over a period of next 5 years with a revenue share amongst the OM Metals Consortium and L&T Realty. The Company has already completed construction of transit camps for 1050 tenements, and it is Companys responsibility to get the land vacated and obtain necessary approvals.

(vii) Godrej Avenue Eleven continues to be developed by Godrej Residency Private Limited, an associate of the Company, who had acquired the project. The project strategically located at Jacob Circle, Saat Raasta, Mumbai Central is in South Mumbai offering luxury with the blend of elegance and exclusivity. During the year, Godrej Residency Private Limited received full commencement certificate for its tower A and successfully launched Tower B of the project with overwhelming booking response. The project is scheduled for possession in December 2028 and will offer expansive apartments in various configurations.

(viii) The Company is also actively working on obtaining consent of tenants at Sant Dyaneshwar Nagar project. The project being executed in joint venture with RC Group involves rehabilitation of 5500 families under the Slum Rehabiliation Scheme on around 18 acres of land parcel at Bandra Kurla Complex. The Company expects to receive Letter of Intent from SRA for redevelopment and rehabilitation of tenants at site alongwith a mix use development of the project. 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.

(ix) Regarding development in the other projects- “X BKC” (Ten BKC) a residential project in Bandra was completed and Occupancy

Certificate was received during the year. It is a collaborative effort between the Company and its joint venture partner, Adani GoodHomes Private Limited The Company recognised a revenue of more than INR 900 crores during the Financial Year on completion of the project.

Dividend and Transfer to Reserves

Your Directors do not recommend any dividend for the financial year under review.

It is not proposed to transfer any amount to the reserves of the Company for the financial year 2025-26.

The Dividend Distribution Policy adopted by the Board is available on the website of the Company at https://investors.dbrealty.

co.in/pdf/Divident-Distribution-Policy. pdf

Subsidiaries, Associate Companies and Joint Ventures

During FY 2025-26, the following acquisitions, disinvestments and restructuring transactions took place:

(i) It was informed in the previous years Annual Report that DB View Infracon Private Limited (“DB View”), a wholly owned subsidiary of the Company enforced 10.45% security over shares of Schreiber Dynamix Dairies Private Limited (“SDDPL”) pursuant to a decree issued by the Honble 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

In continuation thereof, during the year under review, DB View disposed of its entire 10.45% equity stake in SDDPL to Schreiber International Inc. pursuant to a Share Purchase Agreement, on the terms and conditions contained therein. The transaction was in line with the Companys strategy of monetising non-core assets and strengthening its financial position The consideration received was to aid DB View in optimising asset recovery.

(ii) It was informed in the previous years Annual Report that DB View has enforced 48.65% equity stake of Sahyadri Agro and Dairy Private Limited (“SADPL”) pursuant to a decree issued by the Honble 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 SADPLs 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%.

In continuation thereof, during the year under review, an Asset Transfer Agreement has been executed between SDDPL (Purchaser), SADPL (Seller) and Nine Paradise Erectors Pvt Ltd, a wholly owned subsidiary of the Company 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 was consistent with the Company strategy to monetize non-core assets and enhance its financial position. Proceeds will contribute towards debt recovery by group entities.

During the year under review, Horizontal acquired balance 23.37% equity shares of SADPL. The acquisition optimized internal alignment and enabled full economic and structural control. Consequently, SADPL became a wholly owned subsidiary of Horizontal and subsequently SADPL was merged into Horizontal as mentioned in detail hereinabove.

(iii) The Company disposed of its entire shareholding and economic interest in Advent Convention and Hotels International Limited in favour of Advent Hotels International Limited., which was designated as the Resulting Company under the Composite Scheme of Demerger and is the operational platform for the hospitality business. The transaction became necessary to consolidates brand identity and simplifies the group structure and to avoid any structural ambiguity.

(iv) The Company incorporated 2 (two) wholly owned subsidiary companies, namely, Blue Crest Erectors Private Limited and Blue Crest Properties Private Limited.

(v) Nine Paradise Erectors Private Limited, a wholly owned subsidiary of the Company, incorporated a new wholly owned subsidiary, namely, Blue Crest Realty Private Limited, which accordingly became a step-down wholly owned subsidiary of the Company.

(vi) DB Contractors & Builders Private Limited, a wholly owned subsidiary (“WOS”) of the Company holding a 45% stake and economic interest in Worli Urban Development Project LLP (formerly known as Lokhandwala DB Realty LLP), a joint venture of the Company, transferred its entire stake and economic interest to MIG (Bandra) Realtors & Builders Private Limited, another WOS of the Company, as part of an internal corporate restructuring undertaken for administrative efficiency.

(vii) The Company acquired entire stake of Marine Tower Properties LLP during the last quarter of the financial year.

(viii) The Company proposes to acquire the shares of Bamboo Hotel and Global Centre (Delhi) Private Limited (“Bamboo Hotel”), together with the assignment of the loan granted to Bamboo Hotel, from Advent Hotels International Limited (“the Seller” / “Advent Hotels”). Pursuant to the demerger, Bamboo Hotel became part of Advent Hotels, and the Companys outstanding receivables from Advent Hotels are contingent upon the ability of Advent Hotels to raise funds or monetise its assets. The proposed acquisition, which represents a risk-ownership and funding decision, is intended to give the Company direct control over the asset, facilitate its completion and value realisation, and support the recovery of the Companys outstanding receivables. The transaction was approved by the shareholders post financial year on 19th April, 2026 by way of a Postal Ballot conducted through remote e-voting. The execution and completion of the transaction remains subject to the consent of the lender and the same is in process.

(ix) MIG (Bandra) Realtors & Builders Private Limited (“MIG”), a wholly owned subsidiary of the Company, has entered into transaction documents with Adani Goodhomes Private Limited for the acquisition of the entire equity share capital of Radius Estates and Developers Private Limited. Upon completion of the acquisition, Radius Estates will become a subsidiary of MIG and, consequently, an indirect subsidiary of the Company. The acquisition is subject to the release of the pledged shares by the existing lender / charge holder and to the completion of transfer formalities in accordance with the definitive transaction documents.

The consolidated financial statements have been prepared in accordance with the provisions of the Companies Act, 2013, the applicable Indian Accounting Standards and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, and include the financial information of the subsidiaries, associates, joint venture entities and partnership firms in which your Company holds a stake. The audited financial statements of the subsidiary companies are available for inspection by any member at the registered office of the Company and on the website of the Company at www.dbrealty.co.in. Copies of the audited financial statements of the subsidiaries may be obtained by any member upon a written request in this regard.

In accordance with the provisions of Section 129(3) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, a statement containing the salient features of the financial statements of the Companys subsidiaries, associates and joint venture companies in Form AOC-1 is attached to the financial statements of the Company. The statement also provides details of the performance and financial position of each of the subsidiaries, associates and joint venture companies.

Management Discussion and Analysis

The Management Discussion and Analysis Report for the year under review, as stipulated under the 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 SEBI Listing Regulations, a separate report on Corporate Governance, along with a certificate from the Secretarial Auditors on compliance therewith, 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) thereof for the time being in force.

Directors and Key Managerial Personnel

i. Director Retiring by Rotation

In terms of Section 152 of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Vinod K. Goenka (DIN: 00029033) retires by rotation at the forthcoming Annual General Meeting and, being eligible, offers himself for re-appointment.

ii. Re-appointment of Chairman cum Managing Director

Mr. Vinod K. Goenka (DIN: 00029033) was re-appointed as the Executive Chairman cum Managing Director of the Company for a period of three (3) years with effect from 1st September, 2025 up to 31st August, 2028, and is liable to retire by rotation. His re-appointment was approved by the shareholders of the Company at the Annual General Meeting held on 30th September, 2025.

iii. Retirement of Independent Director

In terms of Section 149(11) of the Companies Act, 2013, the tenure of Mr. Mahesh Gandhi (DIN: 00165638), who served as an Independent Director of the Company for two consecutive terms of five years each, expired at the close of business hours on 11th February, 2026. The Board places on record its appreciation of the valuable services rendered by him during his tenure as an Independent Director of the Company.

iv. Appointment of Independent Director

Mr. Sundaram Rajgopal (DIN: 01951392) was appointed as an Independent Director of the Company for a first term of five years with effect from 12th February, 2026 up to 11th February, 2031 by the Board of Directors, on the recommendation of the Nomination and Remuneration Committee at its meeting held on 11th February, 2026. His appointment as an Independent Director for a period of five years was approved by the shareholders on 19th April, 2026 by way of a Postal Ballot conducted through remote e-voting.

v. Statement on Declarations by Independent Directors

All Independent Directors have given declarations confirming that they meet the criteria of independence laid down under Section 149 of the Companies Act, 2013 and Regulation 16 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, and the said declarations were placed before the Board.

In the opinion of the Board, the Independent Directors fulfil the conditions specified in the said provisions 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 further of the opinion that the Independent Directors possess the requisite qualifications, experience and expertise in the fields of finance, strategy, auditing, taxation, risk advisory, financial services and the infrastructure and real estate industry, and that they uphold 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 registered their names in the data bank of Independent Directors maintained by the Indian Institute of Corporate Affairs.

vi. Key Managerial Personnel

Mr. Vinod K. 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, are the Key Managerial Personnel of the Company in terms of the provisions of the Companies Act, 2013.

Number of Board Meetings

The Board met five (5) times during the financial year 2025-26. The details of the meetings are set out in the Corporate Governance Report, which is annexed to this Report.

Committees of the Board

The Company has six (6) Committees of the Board, constituted as part of its corporate governance practices and in compliance with the requirements of the relevant provisions of applicable laws and statutes. As on 31st March, 2026, the Committees of the Board were as follows:

i. Audit Committee;

ii. Corporate Social Responsibility Committee;

iii. Nomination and Remuneration Committee;

iv. Finance and Investment Committee;

v. Stakeholders Relationship Committee; and

vi. Risk Management Committee.

The details of the composition of the Committees of the Board, the dates of their meetings, the attendance of members, and their roles and terms of reference are set out in the Corporate Governance Report annexed to this Report.

Contracts or Arrangements with Related Parties

All transactions entered into during the financial year 2025-26 with related parties, as defined under the Companies Act, 2013 and the SEBI Listing Regulations, were in the ordinary course of business and on an arms length basis. The material contracts, arrangements or transactions with related parties referred to in Section 188 of the Companies Act, 2013 entered into by the Company during the year are set out in Form AOC-2, annexed to this Report as Annexure C. Related party transactions are periodically placed before the Audit Committee, the Board and, wherever applicable, before the shareholders for approval. The attention of members is also drawn to the disclosures of transactions with related parties set out in the notes to the financial statements.

The policy on the materiality of related party transactions and on dealing with related party transactions, as approved by the Audit Committee and the Board of Directors, is available on the website of the Company at https://investors.dbrealtv.co.in/pdf/RPT-Policv.pdf.

Statutory Auditors

The members, at the 15th Annual General Meeting held on 30th September, 2021, appointed M/s. N. A. Shah Associates LLP, Chartered Accountants (Firm Registration No. 116560W/W100149), as the Statutory Auditors of the Company to hold office for a term of five years from the conclusion of that Annual General Meeting until the conclusion of the 20th Annual General Meeting of the Company. Accordingly, their term of five years will be completed at the conclusion of the ensuing Annual General Meeting. The Company shall take necessary steps for the re-appointment of the existing Statutory Auditors or appointment of new Statutory Auditors, as may be required for the ensuing term, in accordance with the provisions of the Companies Act, 2013 and the rules made thereunder.

Auditors Report and Audit Observations

The Auditors Reports issued by M/s. N. A. Shah Associates LLP, Chartered Accountants (Firm Registration No. 116560W/ W100149), Statutory Auditors, on the standalone and consolidated financial statements of the Company for the financial year ended 31st March, 2026 form part of this Annual Report. The Auditors Reports do not contain any qualification, reservation, adverse remark, disclaimer or modified opinion. The Auditors Reports contain an Emphasis of Matter drawing the attention of the members to 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, the members of the Company, at the 19th Annual General Meeting held on 30th September, 2025, appointed M/s. V. M. Kundaliya & Associates, Practising Company Secretaries (Firm Registration No. S2012MH183100), as the Secretarial Auditors of the Company for a term of five consecutive years, from the financial year 2025-26 to the financial year 2029-30.

Accordingly, M/s. V. M. Kundaliya & Associates conducted the secretarial audit of the Company for FY 2025-26, and the Company extended all assistance and facilities to them for the conduct of the audit. The Secretarial Audit Report for FY 2025-26 is annexed to this Report as Annexure D. The said report does not contain any adverse observation, qualification or modified opinion except delay of approx. 15-20 mins in submission of disclosure under Regulation 23(9) of the SEBI LODR Regulations with respect to disclosure of Related Party Transactions in the Integrated (Financia) filing for the half-year ended 31st March 2025 and 30th September, 2025 due to the technical error faced by the Company which was beyond its control and the matter was duly explained to NSE. Thereafter, no further communication in this regard has been received from the NSE up to the date of this Report.

The Secretarial Audit Report for FY 2025-26 of MIG (Bandra) Realtors & Builders Private Limited, a material unlisted subsidiary of the Company, forms part of this Report as Annexure D1. The said report does not contain any adverse observation, qualification or modified opinion.

Business Responsibility and Sustainability Report

In compliance with Regulation 34(2)(f) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with the SEBI circulars issued from time to time, the Business Responsibility and Sustainability Report for the financial year ended 31st March, 2026 is annexed to this Report as Annexure E.

Corporate Social Responsibility

As required under the provisions of Section 135 of the Companies Act, 2013, the Board of Directors has constituted a Corporate Social Responsibility (“CSR”) Committee. The CSR Policy is available on the website of the Company at https://investors.dbrealty. co.in/pdf/CSR-Policy.pdf

The details 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 this Report.

Directors Responsibility Statement

In terms of the 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 31st March, 2026, 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 judgements 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 at 31st March, 2026 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 the 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; and

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.

Performance Evaluation of the Board, its Committees and the Directors

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

Particulars of Loans, Guarantees and Investments

Details of the 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 engaged in the business of providing infrastructural facilities, is exempt from the applicability of the relevant provisions of the Companies Act, 2013.

Familiarisation Programmes for Independent Directors

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

Internal Financial Control Systems and their Adequacy

The Company has an adequate system of internal control to safeguard and protect its assets against loss, unauthorised use or disposal. The Company is compliant with all the applicable accounting standards (viz. Ind AS) for properly maintaining its books of account and reporting its 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 and documenting the risk control matrix for each area of business operation, and their implementation, is being carried out.

During the year under review, no material or serious observations were made by the Statutory Auditors or the Internal Auditors of the Company regarding the inefficiency or inadequacy of such controls, and the internal financial controls with reference to the financial statements, as designed and implemented by the Company, are adequate.

Risk Management

The Board of Directors reviews the risk management policy of the Company from time to time. The policy aims at enhancing shareholder 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 organisation faces, disciplined risk monitoring and measurement, and continuous risk assessment and mitigation.

Vigil Mechanism

Pursuant to the provisions of Sections 177(9) and (10) of the Companies Act, 2013, the Company has established a Vigil Mechanism for its directors and employees to report genuine concerns. The policy comprehensively provides an opportunity to any employee or director of the Company to raise any issue concerning the infringement of laws or accounting policies, or any act resulting in financial or reputational loss, the 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 is available on the website of the Company at https://investors.dbrealty.co.in/pdf/Vigil-Mechanism-or-Whistle-Blower-Policy.pdf.

Nomination and 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 the criteria for appointment and remuneration, including the determination of qualifications, positive attributes and independence of Directors, and such other matters as are provided under sub-section (3) of Section 178 of the Companies Act, 2013. The remuneration of the Directors is in accordance with the Nomination and Remuneration Policy of your Company.

The Nomination and Remuneration Policy of your Company is available at https://investors.dbrealty.co.in/pdf/Nomination-&- Remuneration-Policy.pdf.

Annual Return

Pursuant to the provisions of Section 134(3)(a) of the Companies Act, 2013, the Annual Return for the financial year ended 31st March, 2026 is available on the website of the Company at https://investors.dbrealtv.co.in/mat-7-annual-return.php.

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 within the criteria for which such records are required to be maintained.

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, Technology Absorption and Foreign Exchange Earnings and Outgo

Your Company is not covered by the schedule of industries which are required to furnish 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 and has not carried out any business of export or import, and therefore the disclosure requirements relating to technology absorption are not applicable. The details of foreign exchange earnings and outgo are as under:

Particulars	31.03.2026 (Rs. in lacs)	31.03.2025 (Rs. in lacs)
Earnings in Foreign Currency	Nil	Nil
Expenditure in Foreign Currency	5.26	Nil
Foreign Travel	Nil	Nil
Business Promotion	Nil	Nil

2 Particulars of Employees

Disclosures with respect to the remuneration of Directors and employees, as required under Section 197 of the Companies Act, 2013 and Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are appended to this Report as Annexure G.

The information required pursuant to Section 197 of the Companies Act, 2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of the employees of the Company is available for inspection by the members at the registered office of the Company during business hours on working days up to the date of the ensuing Annual General Meeting. Any member interested in obtaining a copy thereof may write to the Company Secretary, whereupon a copy will be sent.

Fraud Reporting

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

Disclosure under the Insolvency and Bankruptcy Code, 2016

Pursuant to Section 134 of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Amendment Rules, 2021, it is confirmed that there are no proceedings initiated against, or pending in respect of, the Company under the Insolvency and Bankruptcy Code, 2016.

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. Prevention of Sexual Harassment at the Workplace

The Company has complied with the provisions relating to the constitution of an Internal Complaints 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 of the consequences of such acts and of the constitution of the ICC. The status of complaints during the year under review is as follows:

Particulars	FY 2025-26
Number of complaints of sexual harassment received during the year	Nil
Number of complaints disposed of during the year	Nil
Number of complaints pending for more than ninety days	Nil
Number of complaints outstanding at the end of the year	Nil

Compliance with the Maternity Benefit Act, 1961

The Company complies with the applicable provisions of the Maternity Benefit Act, 1961, as amended from time to time, and the rules made thereunder, and provides the benefits and entitlements prescribed thereunder to eligible female employees. During the financial year under review, no female employee availed of maternity benefits under the said Act.

Human Resources and Diversity

Your Directors are pleased to report on the Companys human resource initiatives and its commitment to fostering an inclusive and diverse workplace. We believe that our employees are our most valuable asset, and their collective diversity is a source of strength and innovation. We are dedicated to creating a safe and harassment-free environment for every individual.

The gender-wise breakup of our total workforce as of 31st March, 2026, is as follows:

Gender	Number of Employees
Male	10
Female	1
Transgender	0
Total	11

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 of the Company.

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

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

No significant or material orders were passed by any regulator, court or tribunal impacting the going concern status of the Company or its operations in future. 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 of the support and co-operation extended by the banks, financial institutions, government authorities, customers and other business associates, and their gratitude to the shareholders and investors for the trust, support and confidence reposed in the Company. The Board also places on record its appreciation of 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)
	Shahid Balwa	Nabil Patel
Place: Mumbai	Vice-Chairman & Managing Director	Executive Director
Date: 29th May, 2026	(DIN:00016839)	(DIN:00298093)