Your Director’s take pleasure in presenting the Forty Second Annual Report on the business and
operations of your Company together with the Audited Financial Statement for the financial year ended
March 31, 2024.

1. Financial Summary or Highlights:

The financial highlights of the Company are as follows (Rs. in Lakhs):

(A l figures in Rs. Lakhs)

2. Financial Performance, Operations and State of the Company’s affairs:

During the year under review, the Profit before tax for the year was Rs. 61.41 Lakhs as against that of
Rs. (38.33) Lakhs of the corresponding previous year, registering a downfall.

Total Revenue from continuing operations was Rs. 1,130.02 Lakhs for the year ended March 31, 2024
as against Rs. 1.08 Lakh achieved during the previous year. The Loss after tax from continuing
operations for the year ended March 31, 2024 was to Rs. 61.41 Lakhs as against that of Rs. (38.33)
Lakhs during the previous year.

The financial performance is discussed in detail in the Management Discussion and Analysis Report
which forms part of the Annual Report.

3. Change in the nature of business, if any:

The Company is engaged in the business of real estate development. The Company is also in the process
to acquire some more real estate development projects in Mumbai and also outside Mumbai. The

Company is concentrating in development of both commercial as well as residential projects. There
was no change in the nature of business activity during the year.

4. Dividend:

Owing to continuous losses in the past few years, your directors regret their inability to recommend
any dividend for the year under review.

5. Share Capital:

During the year under report, there was no change in the Authorized and Paid-up Share Capital of the
Company. As at 31^st March, 2024 the Authorized Share Capital of the Company stood at Rs. 50,00,000.
The Paid-up Share Capital of the Company as on 31^st March, 2024 stood at Rs. 50,00,000 divided into
5,00,000 Equity Shares of Re. 10/- each.

During the year under report, your Company has not issued any shares under any employee stock
option schemes, sweat equity shares or any equity shares with differential rights, as to dividend, voting
or otherwise. Further, the Company has not bought back its own securities, during the year under
report.

6. Subsidiary, Associate and Joint Venture Companies:

Company do not have any subsidiary, associate and joint venture companies.

During the year, there have been no changes in subsidiary, associate and joint venture companies.

7. Management Discussion and Analysis Report:

Management Discussion and Analysis Report for the financial year under review as stipulated under
regulation 34 of the Listing Regulations is set out in a separate section forming part of this Report.

8. Corporate Governance:

As per the provisions of Securities and Exchange Board of India (Listing Obligations and Disclosures
Requirements) Regulations, 2015, the provisions of Corporate Governance are not applicable to your
Company. Thus, the Company is not required to annex a Report on Corporate Governance.

9. Deposits:

The Company has not accepted any deposits from public during the year under review.

10. Material Changes and Commitments, if any, affecting the financial position of the Company
which have occurred between the end of the Financial Year of the company to which the
Financial Statements relate and the date of the report:

There have been no changes affecting the financial positions of the Company occurred after the end of
Financial Year.

11. Directors and Key Managerial Personnel (KMP):

As on the date of this Report, your Company has 4 (Four) Directors consisting of 2 (Two) Independent
Directors including one Woman Director, 1 (One) Executive Director and 1 (One) Whole Time
Director.

In pursuance of the provisions of Section 152(6) of the Companies Act, 2013 (“Act”) and Articles of
Association of the Company, Mr. Satish Sharma (DIN: 01603829) retires by rotation from the Board
in the ensuing Annual General Meeting (‘AGM’) and, being eligible for re-appointment, has offered
himself for reappointment. The Board of Directors and the Nomination and Remuneration Committee
recommends his re-appointment to the Members of the Company.

The details of Directors or Key Managerial Personnel who were appointed or have resigned during the
year are as follows:

a. Mr. Jitendra Parihar (Membership No. A40734) has resigned from the post of the Company
Secretary & Compliance Officer of the Company w.e.f. 3^rd August, 2023.

12. Statement on declaration given by independent Directors:

The Independent Directors of the Company have submitted their Declaration of Independence, as
required under the provisions of Section 149(7) of the Act, standing that they meet the criteria of
independence as provided in section 149(6) of the Act.

The Board is of the opinion that all the Independent Directors possess integrity, have relevant expertise,
experience and fulfil the conditions specified under the Act, and the Listing Regulations.

13. Remuneration Policy and Criteria for Selection of candidates for appointment as Directors, Key
Managerial Personnel and Senior Leadership Positions:

The Company has in place a policy for remuneration of Directors, Key Managerial Personnel and
Employees of senior leadership Position as well as well-defined criteria for the selection of candidates
for appointment to the said positions which has been approved by the Board.

The Policy broadly lays down the guiding principles, philosophy and the basis for payment of
remuneration to the executive and non-executive Directors (by way of sitting fees and commission),
Key Managerial Personnel. The criteria for selection of candidates for the above positions cover the
various factors and attributes which are considered by the Nomination & Remuneration Committee
and the Board of Directors while making a selection of the candidates. The above policy along with
the criteria for selection is available at the website of the Company.

14. Familiarization program for the Independent Directors:

Though the Company is under CIRP and has no independent directors, Company has over the years
developed a robust familiarization process for the newly appointed directors with respect to their roles
and responsibilities, way ahead of the prescription of the regulatory provisions. The process has been
aligned with the requirements under the Act and other related Regulations. This process inter-alia
includes providing an overview of the Company’s business model, the risks and opportunities etc.
Details of the Familiarization Programme are also available on the Company’s website.

During the period under review, it was not required to conduct programmes for familiarization of
Independent Directors in view of the CIRP and the resignations submitted by the Independent
Directors.

15. Board Evaluation:

One of the key functions of the Board is to monitor and review the Board evaluation framework. The
Board works with the Nomination and Remuneration Committee to lay down the evaluation criteria
for the performance of executive/nonexecutive/independent directors through peer-evaluation
excluding the director being evaluated. Each Board member is requested to evaluate the effectiveness
of the Board dynamics and relationships, information flow, decision-making of the directors,
relationship to stakeholders, company performance, company strategy, and the effectiveness of the
Board, as a whole and its various committees.

The Company has devised a policy for performance evaluation of the individual Directors, Board and
its Committees, which includes criteria for performance evaluation. However, the Company is under
Corporate Insolvency Resolution Process (CIRP) and the entire Board is suspended, hence no formal
evaluation of the Board has taken place.

16. Number of Meetings of the Board of Directors:

The Board of Directors met 06 (Six) times during the financial year 2023-24. The intervening gap
between any two meetings was not more than 120 days as prescribed by the Companies Act, 2013.

Attendance at the Board meetings:

17. Details of Committees of the Board:

Currently the Board has 2 Committees; the Audit Committee and Nomination and Remuneration
Committee. The composition of various committees and compliances, as per the applicable provisions
of the Companies Act, 2013 along with the Rules made there under, brief details of various
Committees are provided as follows:

i. Audit Committee:

The Audit Committee consisted of the following members as on 31st March, 2024:

During the year, the Committee met 4 (Four) times. The details of the number of meetings and
attendance at the meeting are given below:

ii. Nomination and Remuneration Committee:

The Nomination and Remuneration Committee consisted of the following members as on 31^st
March, 2024:

During the year, 1 (One) Nomination and Remuneration Committee Meeting was held. The details
of the attendance at the meeting are given below:

The appointment of the Directors and the Key Managerial Personnel is recommended to the Board
by the Committee. The Company has framed a policy to determine the qualification and attributes
for appointment and basis of determination of remuneration of all the Directors, Key Managerial
Personnel and other employees.

18. Details of Remuneration to Directors:

The information relating to remuneration of Directors and details of the ratio of the remuneration of
each Director to the median employee’s remuneration and other details as required pursuant to section
197(12) of the Act read along with Rule 5(1) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 is attached as Annexure: A to the report.

19. Particulars of Loans, Guarantees or Investments:

Pursuant to the provisions of Section 186 of the Companies Act, 2013, (‘the Act’) the details of
Investments made are provided in the standalone financial statements under Note No. 7. The Company
has complied with provisions of Section 186 of the Act, to the extent applicable with respect to Loans,
Guarantees or Investments during the year.

20. Particulars of contracts or arrangements with Related Parties:

During the year, the Company had not entered into any contract/ arrangement/ transaction with related
parties which could be considered material in accordance with the policy of the Company on
materiality of related party transactions. Accordingly, the disclosure of Related Party Transactions as
required under Section 134(3)(h) of the Companies Act, 2013 in Form AOC 2 is not applicable.

None of the Directors and the Key Managerial Personnel has any pecuniary relationships or
transactions vis-a-vis the Company.

21. Vigil Mechanism / Whistle Blower Policy:

The Company has established a Vigil Mechanism, which includes a Whistle Blower Policy, in terms
of the provisions of Act and the SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015 for its Directors and Employees, to provide a framework to facilitate responsible and secure
reporting of concerns of unethical behaviour, actual or suspected fraud or violation of the Company’s
Code of Conduct & Ethics. The Whistle Blower Policy is posted on the website of the Company.

22. Adequacy of Internal Financial Controls:

The Company has adequate internal financial controls in place with reference to financial statements.
These are continually reviewed by the Company to strengthen the same wherever required. The
internal control systems are supplemented by internal audit carried out by an independent firm of
Chartered Accountants and periodical review by the Management and the same also covered in
Management Discussion and Analysis Report.

23. Risk Management Policy:

The Company has a well-defined risk management framework in place, which provides an integrated
approach for identifying, assessing, mitigating, monitoring and reporting of all risks associated with
the business of the Company. Although the Company is not mandatorily required to constitute the Risk
Management Committee, but to ensure effective risk management the Board of Directors constituted
the Risk Management Committee to monitor and review risk management, assessment and

minimization procedures and to identify, review and mitigate all elements of risks which the Company
may be exposed to.

The Company recognizes that risk is an integral and unavoidable component of its business. Hence,
the Company has adopted a Risk Assessment and Management policy (“Policy”) to formalize risk-
based decision-making together with management processes. Risks are managed through a formal risk
process as set forth in the Policy.

This policy articulates the requirements for processes which include identifying, assessing, measuring,
and monitoring risk activities across the organization and establishes governance roles for risk
management.

24. Auditors:

Statutory Auditors:

The Company have appointed Messrs. Parekh Shah & Lodha, Chartered Accountants, Firm
Registration Number (107487W) as the Statutory Auditors of the Company at the Forty First AGM to
the date of conclusion of the Forty Sixth Annual General Meeting of the Company.

Messrs. Parekh Shah & Lodha, Chartered Accountants, Statutory Auditors of the Company have
resigned from the position of Statutory Auditors of the Company on 14^th August, 2024 siding the
reason of being a non-peer reviewed firm due to expiration of peer review certification of the firm.

The Auditors’ Report furnished by Messrs. Parekh Shah & Lodha, Chartered Accountants on the
financial statements for the financial year ended 31^st March, 2024.

Secretarial Auditors:

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, the Board has appointed M/s. Dharmesh Bohra
& Associates, Practicing Company Secretary (C.P. No.: 22487, Membership No. A49773) to
undertake the Secretarial Audit of the Company.

A Secretarial Audit Report given by M/s. Dharmesh Bohra & Associates, Practicing Company
Secretary is annexed with the report as Annexure: B and forms an integral part of this Report.

25. Listing with Stock Exchanges:

At present the equity shares of the Company are listed on BSE Limited.

26. Transfer of amounts to Investor Education and Protection Fund (IEPF):

During the year no amount have been transferred to IEPF.

27. Insider Trading Regulations:

Based on the requirements under SEBI (Prohibition of Insider Trading) Regulations, 1992 read with
SEBI (Prohibition of Insider Trading) Regulations, 2015, as amended from time to time, the code of

conduct for prevention of insider trading and the Code for Corporate Disclosures (“Code”), as
approved by the Board from time to time, are in force by the Company.

28. Compliance with the provisions of Sexual Harassment of Women at the Workplace (Prevention,
Prohibition & Redressal) Act, 2013:

The Company is an equal opportunity provider and continuously strives to build a work culture which
promotes the respect and dignity of all employees across the Organization. In order to provide women
employees a safe working environment at workplace and also in compliance with the provisions of the
Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and
Rules framed thereunder, the Company has formulated a well-defined policy on prevention,
prohibition and redressal of complaints relating to sexual harassment of women at the workplace. All
women who are associated with the Company-either as permanent employees or temporary employees
or contractual persons including service providers at Company sites are covered under the above
policy. The said policy has been uploaded on the internal portal of the Company for information of all
employees.

No complaints pertaining to sexual harassment of women employees from any of the Company’s
locations were received during the year ended 31^st March, 2024.

29. Corporate Social Responsibility:

The Section 135 of the Companies Act, 2013 regarding Corporate Social Responsibility is not
applicable to the Company.

30. Significant and Material Orders passed by the Regulators or courts or tribunals impacting the
Going Concern status and company’s operations in future:

There are no significant and material orders passed by the Regulators or Courts or Tribunals which
would impact the going concern status and the Company’s future operations.

31. Particulars of Energy Conservation, Technology Absorption and Foreign Exchange Earnings
and Outgo:

Particulars of Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and
Outgo as per section 134(3)(2) of the Companies Act, 2013, read with the Companies (Accounts)
Rules, 2014 for the year ended 31^st March, 2024 are provided under Annexure: C to this report.

32. Details of one-time settlement:

During the year under review, there were no instances of on time settlement with any Banks or
Financial Institutions.

33. Annual Return:

The Annual Return of the Company has been placed on the website of the Company and can be
accessed at https://www.victoriaenterprises.co.in Pursuant to the provisions of Section 92(1) of the
Companies Act, 2013 as amended by the Companies Amendment Act, 2017.

34. Compliance with Secretarial Standards:

The Company has complied with all the applicable Secretarial Standards issued by The Institute of
Company Secretaries of India and notified by the Central Government.

35. Directors’ Responsibility Statement:

As stipulated under section 134(3) (c) read with Section 134(5) of the Act, your Directors hereby state

and confirm that:

a) in the preparation of the annual accounts for the financial year ended on March 31, 2024, the
applicable accounting standards have been followed and that there are no material departures from
the same;

b) they have selected such accounting policies and applied them consistently and made judgments
and estimates that are reasonable and prudent so as to give a true and fair view of the state of
affairs of the Company at the end of the financial year ended on March 31, 2024 and of the profit
and loss of the Company for that period;

c) they have taken proper and sufficient care for the maintenance of adequate accounting records in
accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the
Company and for preventing and detecting fraud and other irregularities;

d) they have prepared the annual accounts on a going concern basis;

e) they have laid down internal financial controls for the Company and such internal financial
controls are adequate and operating effectively during the financial year ended March 31, 2024;
and

f) They have devised proper systems to ensure compliance with the provisions of all applicable laws
and such systems are adequate and operating effectively during the financial year ended March
31, 2024.

For Victoria Enterprises Limited,

Sd/-

Krishna Kumar Pittie

Chairman

DIN:00023052

Date: 30^th August, 2024

Place: Mumbai