Receipt of Certified Copy of NCLT Order approving the Composite Scheme of Amalgamation and Arrangement
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Valor Estate Limited (formerly D.B. Realty) has received the certified copy of the NCLT Mumbai order dated June 12, 2025, sanctioning its Composite Scheme of Amalgamation and Arrangement. The scheme has two parts: (1) Amalgamation of its wholly-owned subsidiary Esteem Properties Private Limited (which holds a 5.4-acre freehold site at Sahar, Andheri East near Mumbai airport) into Valor Estate, effective April 1, 2024; and (2) Demerger of Valor Estate's hospitality business into another wholly-owned subsidiary Advent Hotels International Private Limited (AHIL), effective April 1, 2025. The swap ratio for the demerger is 1 equity share of AHIL (₹10) for every 10 equity shares of Valor Estate (₹10), with a similar 1:10 ratio for preference shareholders. AHIL is proposed to be listed on BSE and NSE subject to statutory approvals. The Board originally approved the scheme on June 6, 2024.
Shareholders will end up holding shares in two listed entities: the core real estate business (Valor Estate, after absorbing Esteem) and a separate listed hospitality company (AHIL), allowing independent valuation and focused strategy for each business. The restructuring is now NCLT-approved and awaits ROC/MCA filings and stock exchange listing approval for AHIL, after which shares of AHIL will be allotted to existing Valor Estate shareholders.