To,

The Members,

VICTORIA ENTERPRISES LIMITED

Your Directors take pleasure in presenting the Fortieth Annual Report on the business and operations of your Company together with the Audited Financial Statement for the financial year ended March 31, 2022.

1. Financial Summary or Highlights:

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

2. Financial Performance, Operations and State of the Company's affairs (Rs. in Lakhs):

During the year under review, the loss before tax for the year was Rs. (37.03) as against that of Rs. (44.11) in the previous year registering a big downfall.

Total Revenue from continuing operations was Rs. 1.03 for the year ended March 31, 2022 as against Rs. 3.13 achieved during the previous year. The Loss after tax from continuing operations for the year ended March 31, 2022 was to Rs. (25.23) as against that of Rs. (33.31) 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 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. Reserves:

The Board did not propose to transfer any amount to Reserves during the financial year 2021-22.

6. Details of the Companies which have become or ceased to be its Subsidiaries, Joint Ventures or Associate Companies during the year:

During the year under Report, the Company did not have any Subsidiaries, Joint Ventures or Associate Companies.

7. Directors and Key Managerial Personnel:

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. Krishna Kumar Pittie: (DIN: 00023052) 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 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. Mrs. Bharati Mishal (DIN: 08051715) resigned as the Whole-time Director of the Company w.e.f. 30^th June, 2021.

b. Mr. Satish Sharma (DIN 01603829) appointed as the Whole-time Director of the Company we.f 30^th June, 2021.

c. Mr. Ayush Abhay Dolani (Membership No.: A64762) resigned as the Company Secretary & Compliance Officer of the Company w.e.f. 4^th May, 2022.

d. Mrs. Sayali Kadam resigned as the Chief Financial Officer of the Company w.e.f 09^th April, 2022.

Brief resume and other details of the Director proposed to be re-appointed, as stipulated under the Listing Regulations and Secretarial Standard-02, has been furnished separately in the Notice convening the AGM read with the Annexure thereto forming part of this Report.

Following is the designated Key Managerial Personnel (KMP) of the Company:

Mr. Satish Sharma, Whole-time Director.

8. Number of meetings of the Board of Directors:

The Board of Directors met 07 (Seven) times during the financial year 2021-22. 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:

9. Board Evaluation:

The Board of Directors is committed to continued improvement in its effectiveness. Accordingly, formal evaluation of Board's, it's Committee and Directors performance is carried out annually. This was designed to ensure, amongst other things, that the Board, its Committees and each Director continue to contribute effectively.

As per Section 134(3)(p) of the Act, a statement indicating the manner in which formal annual evaluation was made by the Board of their performance and that of its Committees and individual

Directors, has to be furnished to the Members as part of the Board's Report.

As per provisions of Section 178(2) of the Act, Nomination and Remuneration Committee shall specify the manner for effective evaluation of performance of Board, its Committees and individual Directors to be carried out. Further, the Independent Directors, as part of their mandate under Schedule IV of the Act, need to make an evaluation of performance of the Board, its Committee and constituents of the Board apart from their self-evaluation. Under this process, a structured questionnaire was prepared after taking into consideration inputs received from the Directors, setting out parameters of evaluation; the questionnaire for evaluation are to be filled in, consolidated and discussed with the Chairman. The evaluation by the Independent Directors has been undertaken by them at their meeting held on November 13, 2021. The Board of Directors undertook evaluation of the Independent Directors at its meeting held on February 05, 2022 and placed on its record that the Independent Directors have the requisite qualification, expertise and track record for performing their duties as envisaged under the Law, and they add value in the decision making process of the Board.

The criteria for evaluation of performance of Directors, the Board as a whole and the Board's

Committee, as specified by Nomination and Remuneration Committee, are summarized in the table given below:

10. Board Familiarization Program:

At the time of appointment of Independent Director, through the induction process, he/she is familiarized with the Company, the Director's roles, rights and responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company, etc. Detailed presentations are made before the Board Members at the Board Meetings covering various areas including business, strategy, financial performance and forecast, compliances/regulatory updates, audit reports, risk assessment and mitigation, industry, roles, rights, responsibilities of Independent Directors, etc. The Familiarization Program aims to provide insights into the Company to enable the Independent Directors to understand its business in depth and contribute significantly to the Company. All Independent Directors attended the orientation and familiarization programs held during the financial year 2021-22.

The details of training and familiarization programs are available on our website at https://victoriaenterprises.co.in/

11. Policy on the Directors' appointment and remuneration:

The Company's Policy on the Directors' appointment and remuneration including criteria for determining qualifications, positive attributes, independence of Directors and other matters as provided under section 178 of the Act is annexed to this Report as Annexure A to this Report.

12. 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 31^st March, 2022:

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, 2022:

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.

(iii) Corporate Social Responsibility Committee (CSR Committee):

During the year under review, the Company did not fall within the purview of Section 135 of the Companies Act, 2013 and it was not mandatory for the Company to constitute committee on Corporate Social Responsibility or incur any expenditure towards Corporate Social Responsibility. Hence the Company has not constituted the Corporate Social Responsibility Committee.

13. Vigil Mechanism:

The Company has a ‘Whistle Blower Policy'/‘Vigil Mechanism' in place. The objective of the Vigil

Mechanism is to provide the employees, Directors, customers, contractors and other stakeholders of the Company an impartial and fair avenue to raise concerns and seek their redressal, in line with the

Company's commitment to the highest possible standards of ethical, moral and legal business conduct and fair dealings with all its stakeholders and constituents and its commitment to open communication channels. The Company is also committed to provide requisite safeguards for the protection of the persons who raise such concerns from reprisals or victimization, for whistle blowing in good faith. The Board of Directors affirms and confirms that no personnel have been denied access to the Audit

Committee. The Policy contains the provision for direct access to the Chairman of the Audit Committee in appropriate or exceptional cases.

Vigil Mechanism cum Whistle Blower Policy is available on the Company's website at: https://victoriaenterprises.co.in/

a) Statutory Audit Report:

The financial statements of the Company have been prepared in accordance with Indian Accounting Standards (Ind AS) notified under section 133 of the Act. The Company has received an unmodified opinion in the Auditors' Report for the financial year 2021-22.

b) Secretarial Audit Report:

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board had appointed M/s. Dharmesh Bohra & Associates, Practicing Company Secretaries (Ms. Shruti Somani, C.P. No.: 22487, Membership No.: A49773), to undertake the Secretarial Audit of the Company for the financial year 2021-22 and issue Secretarial Audit Report. Secretarial Audit Report issued by the secretarial auditors for the financial year 2021-22 in Form MR-3 forms part of this report and annexed hereto as Annexure B.

The Secretarial Auditor has qualified the Secretarial Audit Report dated March 06, 2023. The observations of the Secretarial Auditors and the reply of the Management for the same are as under:

a) Statutory Auditors:

The Audit Committee and the Board has recommended the appointment of Messrs. Prakash Shah

& Associates, Chartered Accountants, Firm Registration Number ( 107487W) as the Statutory Auditors of the Company at the ensuing Fortieth AGM to fill the casual vacancy caused by the resignation of M/s. Taori Sandeep and Associates. If appointed, Messrs. Prakash Shah & Associates shall hold the office of the Statutory Auditors from the date of conclusion of the Fortieth Annual General Meeting to the date of conclusion of the Forty First Annual General Meeting.

b) 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 in their meeting held on February 13, 2023 had appointed M/s. Dharmesh Bohra & Associates, Practicing Company Secretaries (Ms. Shruti Somani, C.P. No.: 22487, Membership No.: A49773), to undertake the Secretarial Audit of the Company for the financial year 2021-22 and issue Secretarial Audit Report as required under the Act.

c) Internal Auditors:

Pursuant to the provisions of Section 138 of the Act read with Rule 13 of Companies (Accounts) Rules, 2014 and on the basis of the recommendation of Audit Committee, the Board of Directors in their meeting held on February 14, 2023 had appointed M/s. Maheshchandra & Associates, Chartered Accountants, (FRN: 112334W) as the Internal Auditors of the Company for the financial year 2021-22.

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

The information as per Section 134(3)(m) of the Act read with the Companies (Accounts) Rules, 2014 with respect to Conservation of Energy, Technology Absorption & Foreign Exchange Earnings and Outgo are given in Annexure C to this Report.

17. Managerial Remuneration and Particulars of Employees:

Disclosures pertaining to remuneration and other details as required under section 197 of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are appended as Annexure D to this Report.

18. Annual Return:

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return of the Company as on March 31, 2022 is available on the website of the Company at https://victoriaenterprises.co.in/.

19. Share Capital & Listing of Securities:

During the financial year under review, the Company has not issued:

? any equity shares with differential rights as to dividend, voting or otherwise;

? any equity shares (including sweat equity shares) to employees of the Company under any scheme; and

? any sweat equity shares.

The Company's equity shares are listed on BSE Ltd. (BSE). The stock code of the Company at BSE is 506103.

20. CEO/CFO Certification on Financial Statements.

The CEO and CFO have certified to the board with regard to the financial statements and other matters as required by the SEBI Listing Regulations. The certificate is appended as an Annexure to this report.

They have also provided quarterly certificates on financial results while placing the same before the Board pursuant to Regulation 33 of the SEBI Listing Regulations.

21. 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.

22. 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.

23. 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, 2022, 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, 2022 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, 2022; 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, 2022.

24. Particulars of Contracts and arrangements with related parties:

During the financial year under review, the Company has not entered into any contracts/arrangements/transactions with related parties which could be considered material in accordance with the Company's Policy on materiality of related party transactions. All contracts/arrangements/transactions entered into by the Company during the financial year under review with related parties were in the ordinary course of business and on an arm's length basis but not material in nature. Accordingly, the disclosure of related party transactions to be provided under section 134(3)(h) of the Act in Form AOC–2 is not applicable.

The details of transactions entered into with related parties, as per Accounting Standards, are disclosed in the Note No. 27 of the Financial Statement.

The Company's Policy on Materiality of related party transactions and dealing with related party transactions is available on the Company's website at: https://victoriaenterprises.co.in/

25. Particulars of loans given, investments made, guarantees given and securities provided:

There were no investments, guarantees made by the Company under Section 186 of the Companies Act, 2013 during the year under review. The particulars of loans are contained in Note 3 & 7 forming part of audited statement of accounts.

26. Risk Management:

The Company is exposed to inherent uncertainties owing to the sector in which it operates. A key factor in determining a Company's capacity to create sustainable value is the risks that the Company is willing to take (at strategic and operational levels) and its ability to manage them effectively. Many risks exist in a Company's operating environment and they emerge on a regular basis. The Company's Risk

Management process focuses on ensuring that these risks are identified on a timely basis and addressed.

The Audit Committee oversees enterprise risk management framework to ensure execution of decided strategies with focus on action and monitoring risks arising out of unintended consequences of decisions or actions and related to performance, operations, compliance, incidents, processes, systems and transactions are managed appropriately. The Company believes that the overall risk exposure of present and future risks remains within risk capacity.

27. Internal Financial Controls with reference to the Financial Statement:

The Company has adopted the policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Company's policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and the timely preparation of reliable financial information.

The Company has in place adequate internal financial controls with reference to financial statements.

The Company's internal control systems, including internal financial controls, are commensurate with the nature of its business and the size and complexity of its operations and the same are adequate and operating effectively. These systems are periodically tested and no reportable material weakness in the design or operation was observed. The Audit Committee reviews adequacy and effectiveness of the Company's internal control system including internal financial controls.

28. Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013:

Your Company has always believed in providing a safe and harassment-free workplace for every individual working in the Company. The Company has complied with the applicable provisions of the aforesaid Act, including constitution of the Internal Complaints Committee. The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. All employees (permanent, contractual, temporary and trainees) are covered under this Policy. The Policy is gender neutral. We are pleased to inform you that no complaints pertaining to sexual harassment were received during the Financial Year 2021-22.

29. 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.

30. Cost Records:

As per Section 148(1) of the Act read with the Companies (Cost Records and Audit) Rules, 2014, the maintenance of cost records is not mandated for the products manufactured by the Company.

31. Other Disclosures/Reporting:

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no events/instances/transactions occurred on these items during the year under review:

a) 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;

b) Details relating to deposits covered under Chapter V of the Act;

c) Voting rights which are not directly exercised by the employees in respect of shares for the subscription/purchase of which loan was given by the Company (as there is no scheme pursuant to which such persons can beneficially hold shares as envisaged under section 67(3)(c) of the Act);

d) Significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company's operations in future; and

e) Details in respect of frauds reported by the Auditors under section 143(12) other than those which are reportable to the Central Government, as there were no such frauds reported by the Auditors.

32. Acknowledgements:

Your Board wish to place on record their appreciation and acknowledge with gratitude the support and co-operation extended by the Government Authorities, Bankers, Customers, Employees and Members during the year under review and look forward to their continued support.

Krishna Kumar Pittie

Chairman

DIN: 00023052

Date: March 08, 2023

Place: Mumbai