Valor Estate Limited has successfully allotted 6,45,75,000 Compulsory Convertible Preference Shares (CCPS) to Konark Realtech Private Limited (KRPL), a non-promoter entity. The allotment, completed on December 26, 2025, represents a significant corporate restructuring move involving the conversion of existing preference shares.

Share Conversion Details

The Board of Directors, through a Circular Resolution passed on December 26, 2025, approved the conversion of 6,45,75,000 existing 8% Redeemable Preference Shares (RPS) into CCPS. The conversion maintains the same face value structure while changing the fundamental nature of the securities.

Equity Conversion Framework

The newly allotted CCPS will be converted into equity shares under a predetermined conversion mechanism. The conversion terms have been structured in accordance with SEBI regulations governing capital issues and disclosure requirements.

Regulatory Approvals and Timeline

The transaction received comprehensive regulatory clearances before execution. Shareholders provided their consent at an Extraordinary General Meeting held on December 12, 2025, demonstrating strong stakeholder support for the restructuring initiative.

Key regulatory milestones included:

• Shareholder Approval: December 12, 2025 (Extraordinary General Meeting)
• Stock Exchange Clearances: December 24, 2025 (NSE and BSE in-principle approvals)
• Board Resolution: December 26, 2025 (Circular Resolution for allotment)

Capital Structure Impact

The allotment represents a variation in the terms and nature of existing preference shares rather than fresh capital infusion. Consequently, the company's existing paid-up capital remains unchanged at ₹539.20 crores. This structure ensures compliance with regulatory requirements while facilitating the desired corporate restructuring objectives.

The transaction demonstrates Valor Estate Limited's strategic approach to optimizing its capital structure through the conversion of non-convertible redeemable preference shares into convertible instruments, providing greater flexibility for future equity participation by Konark Realtech Private Limited.

Valor Estate Limited has received a disclosure from promoter Vinod K. Goenka regarding his recent acquisition of equity shares. The transaction, completed on December 18, 2025, involved the purchase of 1,00,000 shares through market operations, as mandated under SEBI regulations for substantial acquisitions.

Share Acquisition Details

The acquisition has resulted in a marginal increase in Goenka's shareholding in the company. The following table summarizes the key transaction details:

The disclosure was filed under Regulation 29(2) of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, with both BSE Limited and National Stock Exchange of India Limited on December 19, 2025.

Company Share Capital Structure

Valor Estate Limited's equity share capital remained unchanged following this transaction. The company maintains a total equity share capital of ₹539.20 crores, with the diluted share capital also standing at the same amount. The acquisition represents a minor adjustment in the promoter's stake without affecting the overall capital structure.

Promoter Group Holdings

The promoter group, including persons acting in concert, collectively holds a significant portion of the company's equity. As of December 18, 2025, the promoter group shareholding pattern shows:

The Goenka Family Trust, with trustees Mrs. Aseela Goenka, Ms. Sunita Goenka, and Mr. Alok Agarwal, remains the largest individual stakeholder within the promoter group.

Regulatory Compliance

The disclosure demonstrates compliance with SEBI's transparency requirements for substantial acquisitions. Notably, the filing indicates that 3,86,05,303 shares are pledged by the promoter group, though the economic interest and voting rights of these pledged shares lie with the pledge holders. This arrangement does not affect the current transaction or Goenka's direct shareholding increase.

Market Implications

The acquisition reflects continued promoter confidence in the company's prospects. The transaction was executed through open market operations, indicating standard market-based pricing. With the company listed on both BSE (scrip code: 533160) and NSE (symbol: DBREALTY), the shares maintain active trading status across major Indian exchanges.