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VALOR ESTATE LIMITED Proxy Solicitation & Information Statement 2025

Mar 20, 2025

62475_rns_2025-03-20_54b3825b-0811-4b38-a09f-4ae4c7bb5bc7.pdf

Proxy Solicitation & Information Statement

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Date: March 20, 2025

The General
Lis�ng Depa
BSE Limited
Phiroze Jeeje
Dalal Street,
Mumbai 400
Manager,
rtment
ebhoy Towe
001
rs,
The V
Lis�n
Na�o
“Exch
Band
Band
Mum
ice‐Presiden
g Departmen
nal Stock Exc
ange Plaza”,
ra – Kurla Co
ra (E),
bai – 400 051
t,
t
hange of Ind
mplex,
ia Limited
Scrip Code :
533160
Scrip
Symbol : DBR
EALTY
Fax No.: 022
– 2272 3121/
2039
FaxN
o.: 022 – 265
98237/38

Dear Sir/Ma d am,

  • Ref.: In the ma�er of Composite Scheme of Amalgama�on and Arrangement amongst Valor Estate Limited (“Amalgamated Company”/“Demerged Company”/“Company”/“VEL”) and Esteem Proper�es Private Limited (“Amalgama�ng Company”/“EPPL”) and Advent Hotels Interna�onal Private Limited (“Resul�ng Company”/ “AHIPL”) (the “Scheme”)

  • Sub.: In�ma�on under Regula�on 30 of the Securi�es and Exchange Board of India (Lis�ng Obliga�ons and Disclosure Requirements) Regula�ons, 2015 (“SEBI Lis�ng Regula�ons”) – No�ce convening mee�ng of the Equity Shareholders of the Company dated February 25, 2025 – CORRIGENDUM

This is in co n �nua�on of our in�ma� o n dated Feb r uary 25, 20 2 5 regarding t he no�ce of the mee�ng of the Equity Shareholders of the Co m pany of eve n date (the “ No�ce ”), to b e convened on March 2 8 , 2025 at 3: 0 0 P.M. (IST) pursuant to the direc�o n s of Hon’ble NCLT, Mum b ai Bench vi d e its order p ronounced o n February 1 1, 2025 (the “ Order” ) an d in terms of R egula�on 3 0 read with Para A of Part A of Schedule I II of the SEBI Lis�ng Regul a �ons.

As men�on e d in the said no�ce, the remote e‐vo� n g period for the said Me e �ng was to c ommence fr o m Saturday, March 22, 2 025 at 9:00 A M (IST). Ho w ever, based on inputs received from t he Deposito r ies and the R egistrar and Transfer Ag e nts regardin g the technic a l difficul�es in processing the BENPOS data between the cut‐off date and the commence m ent of remo t e e‐vo�ng period as men�oned in the N o�ce, the commencement �me for remote e‐vo�ng has now been revised and rescheduled to commence from Monday, March 24, 2025, at 9:00 A.M. (IST) . The Equity Shareholders of the Company are als o no�fied of this change t h rough electr o nic mode b y way of a Corrigendum to the No�ce and the same a s been enclosed.

The Corrigendum to th e No�ce iss u ed to shar e holders is also available on the we b site of the Company at h�ps://ww w .dbrealty.co.in/scheme‐o f ‐arrangemen t .

Kindly note t hat there is n o other chan g e in rela�on to the mee� n g details .

This is for y o ur records a n d dissemina on please.

Thanking yo u ,

Yours faithf u lly, For Valor Estate Limited (formerly known as D B Realty Limited)

JIGNESH Digitally signed by JIGNESH HASMUKHL HASMUKHLAL SHAH Date: 2025.03.20 AL SHAH 16:02:10 +05'30' Jignesh Shah Company Secretary and Compliance Officer

Encl: as abo v e

VALOR ESTATE LIMITED (Formerly kn o wn as D B Re a lty Limited) Regd. Office: 7th Floor, Resham Bhavan, Veer Nariman Road, Churchgate, Mumbai-400 020 Tel: 91-22-49742706 Correspondence Add.: 4th Floor, Wing 15, Gate No.2, Ten BKC, off. N. Dharmadhikari Marg, Kalanagar, Bandra (East), Mumbai – 400 051 Website: www.dbrealty.co.in Email: info @dbg.co.in Tel: 91-22-35201670 CIN: L70200MH2007PLC166818

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Valor Estate Limited

(formerly known as D B Realty Limited)

CIN: L70200MH2007PLC166818

Regd. Office: 7th Floor, Resham Bhavan, Veer Nariman Road, Churchgate, Mumbai – 400 020 Tel No: 91-22-49742706 E- Mail: [email protected] Website: www.dbrealty.co.in

CORRIGENDUM

To the Notice of the NCLT convened meeting of Equity Shareholders of Valor Estate Limited scheduled to be held on Friday, March 28, 2025 at 3.00 pm IST through Video- Conferencing/ Other Audio Visual Means

Date: March 20, 2025

Dear Members,

This is in continuation of the trailing mail, whereby a notice was given you regarding the meeting of Equity Shareholders of Valor Estate Limited to be held on Friday, March 28, 2025 at 3:00 P.M. (IST) (“ Meeting ”) through video-conferencing or other audio-visual means (“ VC/OAVM”) to consider and if thought fit, to approve, with or without modification(s), the Composite Scheme of Amalgamation and Arrangement between the Company and Esteem Properties Private Limited (“Amalgamating Company”/“EPPL”) and Advent Hotels International Private Limited (“Resulting Company”/“AHIPL”).

As mentioned in the said notice, the remote e-voting period for the said Meeting was to commence from Saturday, March 22, 2025 at 9:00 AM (IST). However, based on inputs received from the Depositories and the Registrar and Transfer Agents regarding the technical difficulties in processing the BENPOS data between the cut-off date and the commencement of remote e-voting period as mentioned in the Notice, the commencement time for remote e-voting has now been revised and rescheduled to commence from Monday, March 24, 2025, at 9:00 A.M. (IST) .

For ease of reference, we have reproduced below the details relating to the remote e-Voting facility that would be available to the shareholders:

EVEN 133195
Commencement of remote e-
Voting period (Revised)
Monday, March 24, 2025 at 9.00 a.m. (IST)
End of remote e-Voting period Thursday,March 27,2025 at 5:00p.m.(IST)
The remote e-votingmodule shall be disabled byNSDL thereafter.

Kindly note that there is no other change in relation to the meeting details.

This communication should be read along with the Notice of the Meeting dated February 25, 2025 along with the Explanatory Statement and related Annexures issued vide trailing mail.

Thanking you

For Valor Estate Limited

(formerly known as D B Realty Limited)

Sd/- Mahesh Ambalal Kuvadia Chairperson appointed for the Meeting