Valor Estate Limited (formerly D B Realty Limited) has successfully obtained final approval from the National Company Law Tribunal (NCLT) Mumbai Bench-I for the merger of its subsidiary companies. The company informed stock exchanges on January 30, 2026, about receiving the NCLT order sanctioning the scheme of amalgamation.

NCLT Order Details

The Hon'ble NCLT Mumbai Bench-I pronounced its final order on January 29, 2026, approving the merger scheme under Sections 230 to 232 of the Companies Act, 2013. The order was delivered by Hon'ble Member (Technical) Shri Prabhat Kumar and Hon'ble Member (Judicial) Shri Sushil Mahadeorao Kocheey.

Companies Involved in Merger

The merger involves Sahyadri Agro and Dairy Private Limited (SADPL) as the transferor company, which is a wholly-owned subsidiary of Horizontal Ventures Private Limited (HVPL), the transferee company. HVPL operates as a step-down subsidiary of Valor Estate Limited.

Sahyadri Agro and Dairy Private Limited was originally engaged in dairy farming, milk procurement from farmers, and trading of milk and milk products to various dairy processing companies. The company is currently evaluating opportunities in real estate development. Horizontal Ventures Private Limited is primarily engaged in construction and real estate development business.

Strategic Benefits and Rationale

The NCLT order highlighted several strategic benefits expected from the merger:

• Simplification and rationalization of corporate structure through consolidation
• Synergies arising from consolidation of resources leading to operational efficiency
• Business and administrative synergies
• Avoidance of duplication of efforts
• Reduction in multiplicity of legal and regulatory compliances
• Reduction in overheads, including administrative, managerial and other costs

Regulatory Compliance and Undertakings

The petitioner companies provided comprehensive undertakings to address various regulatory concerns. The Official Liquidator filed its report on January 8, 2026, stating that the affairs of the transferor company have not been conducted in a manner prejudicial to public interest or creditors' interests.

Implementation Timeline

The merger scheme will become effective after filing the certified copy of the NCLT order with the Registrar of Companies, Mumbai. The companies have been directed to file the certified copy along with the scheme using e-Form INC-28 within 30 days of receiving the certified order from the tribunal registry.

The board of directors of both companies had unanimously approved the proposed scheme on August 18, 2025, believing it to be in the best interests of the respective entities and their stakeholders, including shareholders, employees, and creditors.

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.