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.

Valor Estate Limited , formerly known as D B Realty Limited, has issued a clarification addressing market rumors regarding the conversion of Compulsorily Convertible Preference Shares (CCPS). The company has emphasized that the equity dilution resulting from this conversion is significantly lower than what has been circulated in various social media messages and posts. Additionally, the company has now issued a correction notice regarding a minor typographical error in its Extra-ordinary General Meeting (EGM) notice.

Key Clarifications on CCPS Conversion

The company has provided detailed clarifications to address misinformation circulating in the market:

Contrary to rumors suggesting a 12-13% dilution, Valor Estate has stated that the actual equity dilution from the proposed CCPS issue is approximately 0.59% of the existing paid-up capital. The company clarified that the CCPS issuance is not a fresh investment but rather a settlement of accrued profits owed to Konark Realtech Pvt. Ltd., a former partner in a Special Purpose Vehicle (SPV) that was amalgamated into Valor Estate in 2016.

Correction Notice for EGM Documentation

In its latest disclosure under Regulation 30 of SEBI (LODR) Regulations, 2015, Valor Estate has addressed a typographical error identified by the National Stock Exchange of India Limited (NSE) in the EGM notice. The error pertained to the number of equity shares mentioned in a specific section of the documentation.

The company confirmed that the figure of 32,02,330 equity shares appears correctly in all other sections of the EGM Notice and Corrigendum, with the error occurring only in one specific paragraph due to unintentional human error and inadvertence.

CCPS Conversion Details

The conversion involves 6,45,75,000 Redeemable Preference Shares being varied to Compulsory Convertible Preference Shares (CCPS), which will subsequently convert into 32,02,330 equity shares at a conversion price of ₹201.65 per equity share, as determined under SEBI ICDR Regulations.

Company's Response to Market Rumors

Valor Estate has taken proactive measures to address misinformation:

• Filed a complaint with the Cyber Crime Cell to identify those spreading misinformation
• Reiterated that there is no adverse change in the company's capital structure
• Assured that the current proposal does not result in disproportionate dilution
• Emphasized commitment to transparency and regulatory compliance

The company maintains that rumors circulating about excessive dilution are malicious attempts to manipulate market perception and create panic among investors. All calculations and disclosures have been made in accordance with SEBI ICDR Regulations, ensuring transparency and regulatory compliance.