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

(All figures in Rs. Lakhs)

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.

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.

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

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.

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.

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.

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.

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 o f executive/nonexecutive/independent directors through p eer-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