Valor Estate Limited (formerly D B Realty Limited) has successfully completed the implementation of its NCLT-approved merger, with the scheme of amalgamation between Sahyadri Agro and Dairy Private Limited and Horizontal Ventures Private Limited becoming effective on March 12, 2026. The company has fulfilled all regulatory requirements and completed the necessary filing procedures with the Registrar of Companies.

Merger Completion and Effective Date

The merger has officially taken effect following the completion of all required documentation and regulatory filings. The company announced that after receiving the certified copy of the NCLT order dated January 29, 2026, all formalities for filing with the Registrar of Companies through the MCA portal were completed on March 12, 2026.

Regulatory Timeline and Process

The merger process followed a structured timeline with key regulatory milestones. The Hon'ble National Company Law Tribunal, Mumbai-Bench I had sanctioned the amalgamation on January 29, 2026, with the company providing initial intimation on January 30, 2026. The final step involved filing the certified order with the Registrar of Companies, which was completed on March 12, 2026.

Corporate Structure Impact

The completed merger consolidates Sahyadri Agro and Dairy Private Limited (SADPL) as the transferor company with Horizontal Ventures Private Limited (HVPL) as the transferee company, which is a step-down subsidiary of Valor Estate Limited. With all conditions precedent to the scheme of amalgamation now fulfilled, the corporate restructuring has been successfully implemented.

Compliance and Documentation

The company has ensured full compliance with regulatory requirements under Regulation 30, completing all necessary documentation and filing procedures. The merger implementation represents the successful conclusion of the corporate restructuring process that began with the initial NCLT approval.

Valor Estate Limited has announced significant changes to its board composition, with the cessation of one Independent Director and the appointment of a new one. The company informed BSE and NSE about these developments through a regulatory filing dated February 11, 2026.

Director Cessation Details

Mahesh Gandhi's tenure as Independent Director will conclude on February 11, 2026, marking the end of his second five-year term. The cessation follows the provisions of Section 149(11) of the Companies Act, 2013, which limits independent directors to a maximum of two consecutive terms.

New Independent Director Appointment

Based on the recommendation of the Nomination and Remuneration Committee, the Board has approved the appointment of Sundaram Rajagopal as Independent Director. His appointment is subject to shareholder approval and will be effective from February 12, 2026.

Professional Background

Rajagopal brings extensive qualifications and experience to the board. He holds a Bachelor of Science in Civil Engineering from University of Texas at Austin, USA, and a Master of Science in Civil Structural Engineering from University of California at Berkeley. Additionally, he earned an MBA degree in Finance with Distinction from Harvard Business School.

With over 26 years of real estate experience, Rajagopal has been responsible for design and management of over thirty buildings and infrastructure projects. His career includes senior positions such as Senior Partner and CEO of APA Investments, Managing Director for Asia including India at Starwood Capital Group, and CEO Real Estate of private equity in Greenwich, CT. He currently serves as Promoter-Director of Sundaram Architects Pvt. Ltd., Bangalore.

Previous Association with Company

Rajagopal has a history with Valor Estate, having served in various capacities:

• Nominee Director of Private Equity Investor: June 20, 2007 to October 30, 2010
• Independent Director: November 1, 2010 to March 20, 2011
• Independent Director: December 9, 2016 to May 27, 2019

Board Committee Reconstitution

Effective February 12, 2026, the company has reconstituted various board committees to incorporate the new appointment:

Audit Committee:

• Chairman: Sundaram Rajagopal (Independent Director)
• Members: Shahid Balwa (Vice-Chairman & Managing Director), Maryam Khan (Independent Director)

Nomination & Remuneration Committee:

• Chairman: Sundaram Rajagopal (Independent Director)
• Members: Maryam Khan (Independent Director), Rajeev RA (Independent Director)

CSR Committee:

• Chairman: Sundaram Rajagopal (Independent Director)
• Members: Vinod Goenka (Chairman & Managing Director), Rajeev RA (Independent Director)

The company has confirmed that Rajagopal is not debarred from holding directorship by SEBI or any other authority, in accordance with exchange circulars. He is also not related to any existing directors or key managerial personnel of the company.