Valor Estate Seeks Shareholder Approval for Director Pay Revisions

Key Quantitative Figures & Proposed Remuneration

For Mr. Vinod K. Goenka (DIN: 00029033), Executive Chairman cum Managing Director:

• Current Remuneration: ₹2.25 crores per annum (approved 18th May 2024 for period 1st April 2024 to 31st August 2025)
• Proposed Revision: To ₹4.50 crores per annum (effective 1st June 2026 until 31st August 2028)
• Proposed Maximum Ceiling: ₹12 crores per annum (excluding perquisites)
• Breakdown of ₹4.5 Cr: Basic Salary (₹2.94 Cr) + House Rent Allowance (₹1.56 Cr)
• Perquisites Include: Medical reimbursement, leave travel, club fees (2 clubs), PF/superannuation contributions, gratuity, car with chauffeur, telephone/internet, group insurance.

For Mr. Shahid Balwa (DIN: 00016839), Executive Vice Chairman cum Managing Director:

• Current Remuneration: ₹4.50 crores per annum (approved 18th May 2024 for period 1st April 2024 to 9th December 2024)
• Proposed Revision: Structure remains at ₹4.50 crores per annum but terms are revised to allow the NRC to review and revise it up to a maximum ceiling of ₹12 crores per annum (effective 1st June 2026 until 9th December 2027)
• Breakdown of ₹4.5 Cr: Basic Salary (₹2.94 Cr) + House Rent Allowance (₹1.56 Cr)
• Perquisites: Identical to those listed for Mr. Goenka.

Minimum Remuneration Clause

For both directors, pursuant to Section 197 of the Companies Act, 2013, the company will pay the proposed remuneration (₹4.5 Cr + perquisites) as minimum remuneration in the event of absence or inadequacy of profits in any financial year during their respective tenures.

Dates of Action

• Cut-off date for determining members eligible to vote: 5th June, 2026
• Dispatch of Notice: 9th June, 2026 (by electronic mode only)
• E-Voting Period: Commences Wednesday, 10th June, 2026 at 9:00 AM IST and ends Thursday, 9th July, 2026 at 5:00 PM IST.
• Result Declaration: Within 2 working days from the conclusion of e-voting (i.e., by 11th July 2026).
• Deemed Passing Date: If approved, resolutions are deemed passed on 9th July 2026.

Parties Involved

• Directors Concerned: Mr. Vinod K. Goenka, Mr. Shahid Balwa
• Scrutinizer: Mr. Vicky Kundaliya, Practicing Company Secretary (FCS-7716 & COP–10989) of M/s. V. M Kundaliya & Associates
• E-Voting Service Provider: National Securities Depository Limited (NSDL)
• Registrar & Transfer Agent: MUFG Intime India Private Limited

Stated Rationale for Revision

The Board, based on the recommendation of the Nomination and Remuneration Committee (29th May 2026), cites a substantial increase in the scale and scope of business activities as the reason for the revision. Key developments mentioned include:

• Proposed transfer of business assets related to a hotel and commercial complex at Delhi International Airport.
• Receipt of Letter of Award from Govt. of Goa for an International Convention Centre & Hotel at Dona Paula (70 acres).
• Successful monetization of Malad East land (PAP project), receiving TDR and credit notes from BMC.
• Commencement of rental income from Mira Road land (205 acres) following a favorable Bombay High Court judgment.
• Two large brownfield projects in Worli and Bandra East.

The expanded responsibilities and leadership requirements for both directors are stated as justification for the revised pay structure and the need for flexibility (NRC can revise up to ₹12 Cr ceiling).

Capital Structure Impact

No direct impact on share capital or ownership structure is mentioned. The resolutions pertain solely to executive compensation.

Cash Flow Implications

• The revisions will result in increased annual cash outflows for managerial remuneration.
• The exact financial impact is the increased salary and perquisite costs detailed above.
• The company confirms it is not in default of payment to any bank, FI, NCD holder, or secured creditor, thus no prior creditor approval is needed.

Financial Performance Context (From Annexures)

Standalone financials provided for context regarding profitability tests for remuneration:

• FY 2025-26 (Audited): Profit After Tax of ₹87.50 Cr; EPS ₹1.62
• FY 2024-25 (Audited): Loss After Tax of (₹188.12 Cr); EPS (₹3.49)
• FY 2023-24 (Audited): Profit After Tax of ₹801.56 Cr; EPS ₹18.00

The approval is sought as a measure of caution for periods where standalone profits may be absent or inadequate.

Voting & Process Details

• The company is using a remote e-voting process only, managed by NSDL.
• Physical ballot forms are not being sent.
• Notice sent electronically to members registered as of 5th June 2026.
• The Scrutinizer will submit a report to the company after vote scrutiny.
• Results and the Scrutinizer's report will be posted on the company website (www.dbrealty.co.in) and NSDL's website, and communicated to BSE and NSE.

Interested Parties

As per the notice: Mr. Vinod K. Goenka, Mr. Shahid Balwa, and their relatives (to the extent of their shareholding) are interested in the respective resolutions concerning their remuneration. No other directors or KMPs are interested.

#Tags: #ValorEstate #ExecutiveRemuneration #SEBIReg30 #PostalBallot #CorporateGovernance