Victoria Enterprises Ltd. के निदेशक की रिपोर्ट

Mar 31, 2025

Your directors are pleased to present the 43^rd Annual Report of your Company along with the
Audited Financial Statements (Standalone) for the financial year ending 31^st March 2025.

Your directors submit the following particulars/disclosures and information as required under
section 134(3) and other applicable provisions, if any, of the Companies Act 2013 read with the
Companies (Accounts) Rules 2014 and other applicable rules there under.

1. Financial Highlights:

Particulars	2024-25	2023-24
Revenue from Operation	8,333.11	1,124.50
Other Income	5.75	5.52
Total Income	83.38.86	1,130.02
Profit/loss before Depreciation, Finance Costs, Exceptional items and Tax Expense	6,350.67	85.29
Less: Depreciation/Amortisation/ Impairment	21.71	23.88
Profit /loss before Finance Costs, Exceptional items and Tax Expense	6,328.96	61.41
Less: Finance Costs	4,732.51	0.00
Profit /loss before Exceptional items and Tax Expense	1,596.45	61.41
Share in Profit of Associate	0.00	0.00
Add/(less): Exceptional items	0.00	0.11
Profit /loss before Tax Expense	1,596.45	61.30
Less: Current Tax	175.96	0.00
Add /Less: Deferred Tax	216.06	55.65
Short/Excess) provision of earlier years	0.00	0.00
Profit /Loss for the Year (1)	1,204.43	5.65
Other Comprehensive Income/loss (2)	0.00	0.00
Total Comprehensive Income/loss (1 2)	1,204.43	5.65
Balance of Profit /Loss for earlier years	(465.23)	(470.89)
Less: Transfer to Reserves	0.00	0.00

Less: Dividend paid on Equity Shares	0.00	0.00
Balance carried forward	739.20	(465.23)
Earnings Per Share:
Basic	240.89	1.13
Diluted	240.89	1.13

2. The State of Company’s Affairs:

The Company is primarily engaged in the Real Estate Activities during the year under review.
The Company achieved a turnover of ? 8,333.11 Lacs, as against a turnover of ? 1,124.50 Lacs
in the previous year registering an increase of 641.05%.

Further, Net Profit for the year has increased by 21,217.35 % which is ? 1,204.43 Lacs as
compared to ? 5.65 Lacs in the previous year.

The overall performance of the company remained satisfactory.

3. Capital Structure:

As of March 31, 2025, the details of Authorized and Paid-up share capital of the Company are
as follows:

Sl. No.	Particulars	No. of Shares (Face Value of ?10/- each)	Am o unt (inll
1	Authorized Share Capital	15,00,00,00	15,00,00,000
1.1	Equity Share Capital	15,00,00,00	15,00,00,000
2	Paid up Share Capital	50,00,00	50,00,000
2.1	Equity Share Capital	50,00,00	50,00,000

During the year under review, the company has neither issued equity shares with differential
rights as to dividend, voting or otherwise nor granted stock options nor issued sweat equity
Shares.

4. Listing of Shares of the Company:

The Paid-up Equity Share Capital as on 31^st March 2025 is ?50,00,000/- divided into 50,00,00
Equity Shares carrying voting rights of ? 10/- each.

The Equity Shares of the Company continue to remain listed on BSE Limited (Security Code:
506103) and not frequently traded by the investors at main board of BSE Ltd. The company has
paid the annual charges to the Depositories and has paid the listing fees to BSE Limited for the
financial year 2025-26.

5. Amount To Be Transfer to Reserve:

The Board of Directors of your Company has decided not to transfer any amount to General
Reserves for the financial year ending 31^st March 2025.

6. Dividend:

The Board strongly believes that the current market scenario would offer attractive business
development opportunities and re-investing the capital in such opportunities would create
more wealth and value for the shareholders in long term. Accordingly, with a view to
creating long term economic value, your director’s have not recommended any dividend for
the year ended 31^st March 2025.

7. Transfer to Investor Education and Protection Fund (IEPF)

During the year under review, there were no amounts required to be transferred to the Investor
Education and Protection Fund (IEPF) in accordance with the provisions of the Companies Act,
2013 and the rules made thereunder.

8. The Change in the Nature of Business:

There was no change in the nature of business of the company during the year under review

9. Subsidiaries, Joint Ventures and Associate Companies:

None of the Company have become or ceased to be its Holding, Subsidiary, Joint Ventures or
Associate Company(ies) during the year under review.

10. Deposit From Public

The Company has not accepted any deposits from the public within the meaning of Section
73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules,
2014 during the year under review. Accordingly, no amount on account of principal or
interest on public deposits was outstanding as on March 31, 2025.

11. Report on the Highlights of Performance of Subsidiaries, Associates and Joint
Venture Companies and their Contribution to the Overall Performance of the Company
during the year under review:

In accordance with the provisions of Section 129(3) of the Companies Act, 2013 read with the

Companies (Accounts) Rules, 2014, a report on the performance and financial position of each

of the Associates is provided

12. Human Resource Management

Your Company recognizes that its employees are its most valuable assets. The Company
continues to focus on developing the competencies and capabilities of its human resources
to enable them to meet the evolving business needs and challenges. A cordial and
harmonious relationship was maintained with all employees during the year under review.
The Company provides a conducive work environment that promotes innovation,
performance, and teamwork. Training and development programs were conducted to
enhance technical and managerial skills. The Board places on record its appreciation for
the commitment, hard work, and contribution of all employees.

13. Directors’ Responsibility Statement:

Pursuant to section 134(5) of the Companies Act, 2013, the Board of directors, to the best of its

knowledge and ability, confirm that:

a. In the preparation of the Annual Accounts for the Financial Year ending on 31^st March 2025,
the applicable accounting standards have been followed along with proper explanation
relating to material departures, if any.

b. the accounting policies selected have been applied consistently, and judgements and
estimates are made that are reasonable and prudent, so as to give a true and fair view of the
state of affairs of your Company as of 31^st March 2025 and of the profit of your Company
for the year ended on that date.

c. proper and sufficient care has been taken for the maintenance of adequate accounting
records, in accordance with the provisions of the Act for safeguarding the assets of your
Company, and for preventing and detecting fraud and other irregularities.

d. Annual Accounts for the Financial Year 2024-25 have been prepared on a ‘going concern’
basis.

e. the Directors have laid down proper internal financial controls, and that such internal
financial controls are adequate and were operating effectively.

f. the Directors have devised proper systems to ensure compliance with the provisions of all
applicable laws, and that such systems were adequate and operating effectively.

14. Auditors’ and Auditors Reports:

a. Statutory Auditor’s and Auditor’s Report:

M/s. Parekh & Lodha, Chartered Accountants (FRN: 107487W) were appointed as the
Statutory Auditors of the Company for a period of five consecutive years at an earlier Annual
General Meeting. However, the firm tendered their resignation in the year 2024, before the
expiry of their term, citing their internal reasons.

To fill the casual vacancy caused by their resignation, the Board of Directors, based on the
recommendation of the Audit Committee, appointed M/s. Mahesh Chandra & Associates,
Chartered Accountants (FRN: 112334W) as the Statutory Auditors of the Company. The
said appointment was approved by the Members to hold office until the conclusion of the
ensuing Annual General Meeting.

Accordingly, in terms of the provisions of Section 139 of the Companies Act, 2013, and on
the recommendation of the Audit Committee, the Board of Directors now recommends the
appointment of M/s. Mahesh Chandra & Associates, Chartered Accountants (FRN:
112334W), Mumbai , as the Statutory Auditors of the Company for a term of five (5)
consecutive years, i.e., from the conclusion of the 43rd Annual General Meeting
scheduled on 30th September 2025 until the conclusion of the 48th Annual General
Meeting to be held in the year 2030, at such remuneration as may be mutually decided by
the Board and the Statutory Auditors, year-to-year.

As required under Regulation 33(1)(d) of SEBI (LODR) Regulations, 2015, the proposed
auditors have confirmed that they hold a valid peer review certificate issued by the Peer
Review Board of the Institute of Chartered Accountants of India.

Further, M/s. Mahesh Chandra & Associates, Chartered Accountants (FRN: 112334W)

have also confirmed that they are eligible and not disqualified to be appointed as the
Statutory Auditors of your Company pursuant to Section 141 of the Companies Act, 2013.
The Board is authorized to fix the remuneration of the Statutory Auditors for each financial
year separately, in consultation with them.

The Auditor’s Report on the financial statements of the Company for the year ended 31st
March 2025 does not contain any qualifications, reservations, disclaimers, or adverse
remarks. The observations made therein, read with the accompanying notes to the financial
statements, are self-explanatory and do not call for any further comments under Section
134(3)(f) of the Companies Act, 2013.

b. Secretarial Auditor & Secretarial Audit Report:

Pursuant to the provisions of Section 204 of the Companies Act, 2013, read with the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the
Board of Directors had appointed M/s. Shruti Somani, Company Secretary in Practice,

holding Certificate of Practice No. 22487 and Peer Review No. 2305/2022, as the Secretarial
Auditor of the Company to conduct the Secretarial Audit for the financial year 2024-25.
The Secretarial Audit Report for the financial year ended 31st March 2025 is annexed
herewith as Annexure - A to this Report. The said Report does not contain any material
qualification, reservation, or adverse remark.

Further, based on the recommendation of the Audit Committee, the Board of Directors at its
meeting held on 05^th September 2025 has recommended the re- appointment of M/s. Shruti
Somani, Company Secretary in Practice (COP: 22487; Peer Review No. 2305/2022), as the
Secretarial Auditor of the Company for a period of five (5) consecutive financial years
commencing from 1st April 2025 until 31st March 2030.

Ms. Shruti Somani has consented to act as the Secretarial Auditor of the Company and has
confirmed that her appointment, if approved by the Members, would be within the limits
prescribed under the Companies Act, 2013, the rules made thereunder, and SEBI (LODR)
Regulations. She has further confirmed that she is not disqualified to be appointed as the
Secretarial Auditor under the applicable provisions of law.

c. Internal Auditors & Internal Audit Report:

The Board had appointed M/s. Shetty Naik & Associates (Firm Registration Number: 124851W)
Practicing Chartered Accountants as an Internal Auditor of the Company for the Financial Year
2024-25.

The internal auditor reports their findings to the audit committee of the Board. The audit function
maintains its independence and objectivity while carrying out assignments. It evaluates on a
continuous basis, the adequacy and effectiveness of internal control mechanism with the
interaction of KMP and functional staff.

The company has taken stringent measures to control the quality of disbursement of loan and its
recovery to prevent fraud. The company has also taken steps to check the performance of the
functional employees of the company at branch level.

d. Cost Auditors & Cost Audit Report:

Your Company is not required to conduct the Cost Audit and is not required to maintain Cost
Records as specified under section 148 of the Companies Act, 2013.

15. Reporting of Frauds by Statutory Auditors:

During the year under review, Statutory Auditors have not reported, any instances of fraud
committed against your Company by its officers and employees to the Board, details of
which would need to be mentioned in the Board’s Report under section 143(12) of the
Companies Act, 2013.

16. Details of Directors or Key Managerial Personnel:

a. Directors and KMPs

During the year under review, there were no changes in the composition of the Board of Directors
of the Company.

However, on the Key Managerial Personnel (KMPs) front, Mr. Amrit Suthar, Company Secretary
of the Company, resigned from his office with effect from 29^th October 2024. The Board places
on record its sincere appreciation for the valuable services and contribution made by him during
his tenure as the Company Secretary of Victoria Enterprises Limited.

b. Changes in Directors and KMP after the closure of the Financial Year but before the
approval of this Report: Nil

c. Independent Director:

Pursuant to the provisions of the Companies Act, 2013 and Regulation 17(1)(b) of the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has two
(2) Independent Directors, including one (1) Woman Independent Director, as on 31st March
2025, namely:

• Mr. Dilip Kumar Ramashankar Pandey (DIN: 01961390)

• Ms. Meena Ronak Panchal, Woman Independent Director (DIN: 02902461)

The Company has received necessary declarations from both the Independent Directors
confirming that they meet the criteria of independence as prescribed under Section 149(6) of
the Companies Act, 2013 and Regulation 16(1)(b) of SEBI (LODR) Regulations, 2015.

d. Statement on Declaration by Independent Directors under section 149(6) of the
Companies Act, 2013:

The Company have received necessary declaration from all the Independent Directors as
required under section 149(6) of the Companies Act, 2013 confirming that they meet the
criteria of Independence as per Regulation 16(1)(b) of SEBI (LODR) Regulation, 2015 and
the Companies Act, 2013. In the Opinion of the Board, all the independent directors fulfil
the criteria of independence with regard to integrity, expertise and experience (including the
proficiency) as required under the Companies Act, 2013 and the SEBI (LODR) Regulations,
2015. All the Independent Directors are also registered with the databank maintained by the
IICA as per the requirement of the Companies Act, 2013.

e. Opinion of the Board regarding integrity, expertise and experience including the
proficiency of the Independent Directors appointed during the year:

All the Independent Directors of the Company during the year under review and have
expertise and proper experience including proficiency as ascertained from the online
proficiency self- assessment test conducted by IICA.

f. Directors seeking confirmation/re-appointment in the ensuing General Meeting:

• Re-appointment of Mr. Krishna Kumar Ramdeopittie (DIN: 00023052)- Director as a
director is liable to retire by rotation in the ensuing Annual General Meeting.

17. Committee of the Board:

The Company has duly constituted the following Committee as per the provisions of the
Companies Act, 2013 and SEBI (LODR) Regulations, 2015.

a. Audit Committee

b. Stakeholder Relationship Committee

c. Nomination and Remuneration Committee.

d. RMC

A detailed note on the Board and its committees is provided under the Corporate Governance
Report section in this report.

18. Meetings of the Board of Directors:

During FY 2024-25, 5 (Five) Board Meetings were convened and held. The intervening gap
between the meetings was within the period prescribed under the Companies Act, 2013 along
with their rules, Secretarial Standard and the SEBI (LODR) Regulations, 2015. The details of
the Board meetings held during the year along with the attendance of the respective directors
there are set out in the Corporate Governance Report forming part of this Annual Report.

19. Corporate Social Responsibility:

During the financial year 2024-25, the Company did not meet the threshold criteria specified
under Section 135(1) of the Companies Act, 2013, hence, the provisions of Section 135 and the
Companies (Corporate Social Responsibility Policy) Rules, 2014, as amended, were not
applicable to the Company for the said financial year.

20. Annual Return:

Pursuant to Section 92(3) read with Section 134(3)(a) of the Companies Act, 2013 read with
Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return
as on 31st March 2025 can be accessed on the website of Company at following link:
http www.victoriaenterprises.co.in

21. Corporate Governance & Management Discussion and Analysis:

Pursuant to Regulation 15(2) of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, the provisions relating to Corporate Governance as specified in Regulations
17 to 27 and clauses (b) to (i) of Regulation 46(2) and para C, D and E of Schedule V shall
not apply to the Company, where the paid-up equity share capital does not exceed ?10.00 crore
and net worth does not exceed ?25.00 crore as on the last day of the previous financial year.

Since the paid-up equity share capital of the Company is less than ?10.00 crore and its net
worth is less than ?25.00 crore as on March 31, 2025, the provisions relating to Corporate
Governance as specified under SEBI (LODR) Regulations, 2015 are not applicable to the
Company.

Accordingly, the Company is not required to furnish a report on Corporate Governance for
the financial year 2024-25.

22. Criteria for Determining Qualifications, Positive Attributes, Independence of a Director
and Other Matters:

The Board has, on the recommendation of the nomination and remuneration committee framed
a Nomination, Remuneration and Evaluation Policy which lays down the criteria for identifying
the persons who are qualified to be appointed as directors and, or senior management personnel
of the company, along with the criteria for determination of remuneration of directors, KMP’s
and other employees and their evaluation and includes other matters, as prescribed under the
provisions of section 178 of Companies Act, 2013 and Regulation 19 of SEBI (LODR)
Regulations, 2015. Policy of the Company has been given at the website of the Company at
http://www.availablefinance.in/Policy.php. The details of the same are also covered in the
Corporate Governance Report forming part of this Annual Report.

23. Particulars of Loans, Guarantees, Security or Investments:

Pursuant to section 186 of the Companies Act, 2013 read with the Companies (Meetings of
Board and its Powers) Rules, 2014, disclosures regarding Loans and Advances Investments
made by the Company during the financial year 2024-25, are disclosed in the Standalone
Financial Statements which forms the part of this Annual Report.

The Company has made certain investments and provided loans to certain corporate during its
ordinary course of business during the year under review, details of which can be reviewed in
the Financial Statements of the company. The disclosure by way of a statement of the loans,
advances, and investments made by the Company is enclosed as Annexure E attached with this
Board Report.

24. Contracts or Arrangements with Related Parties:

The company has entered into related party transactions as specified under section 188(1) of
the Companies Act, 2013 hence; the disclosure in the Form AOC-2 is enclosed herewith as per
“Annexure -B”. For further details, please refer to relevant notes in the Standalone Financial
Statements which form part of this Annual Report.

The Transactions entered with related parties as defined under section 188(1) of the Companies
Act, 2013 during the financial year were in the ordinary course of business and on an arm’s
length basis and were not material. Therefore, the requirement to attach Form AOC-2 is not
applicable. For further details, please refer to the relevant notes to the Standalone Financial
Statements which forms part of this Annual Report.

Pursuant to provisions of Regulation 23 of the SEBI (LODR) Regulations, 2015. The company
has material related party transactions which are regular in nature and are in ordinary course of
business and pursuant to the provisions contained in the SEBI Master Circular No
SEBI/HO/CFD/PoD2/CIR/P/0155 dated 11^th Nov., 2024, the company has taken approval of
members in the General Meeting held on 30^Th September 2024 and the validity of the said
approval of members is for a period of 1 (one) year and your board of directors are further
proposing for the approval of Material Related Party Transactions pursuant to Reg. 23 of the
Listing Regulations in the ensuing General Meeting.

The related party transaction policy formulated by the company defines the materiality of
related party transactions and lays down the procedures of dealing with related party
transactions. The details of the same are posted on the Company’s website
www.victoriaenterprises.co.in

All Related Party Transactions are placed before the Audit Committee and were duly approved
as may be required.

25. Risk Management:

The Company is engaged in the business of Real Estate Activities and is associated with the
normal business risk of the market as well as the imbalance of demand-supply which may affect
the profitability of the Company. Any change in taxation, Government policies and RERA
norms may affect the profitability of the Company. The Company has adequate internal control
to monitor the financial transactions, and the books of accounts are being audited by the
Independent Auditor of the Company.

26. Vigil Mechanism:

Pursuant to the provisions of Section 177(9) and (10) of the Companies Act, 2013 read with
rule 7 of Companies (Meeting of Boards and its powers) Rules, 2014, the company had adopted
a robust Vigil Mechanism policy which provides for a vigil mechanism that encourages and

supports its Directors and employees to report instances of unethical behaviour, actual or
suspected, fraud or violation of the company’ code of conduct policy. It also provides for
adequate safeguards against victimization of persons who use this mechanism and direct access
to the chairman of audit committee in exceptional cases. Policy of the whistle blower of the
Company has been given at the website of the Company at www.victoriaenterprises.co.in
and attached the same as Annexure- D to this report.

27. Material Changes and Commitments, if any, Affecting the Financial Position of the
Company:

There have been no material changes and commitments affecting the financial position of the
Company which occurred between the end of the financial year of the Company to which the
financial statements relate and the date of the report.

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

a. Conservation of Energy:

The Company is engaged in the business of Real Estate Activities, which is not an energy¬
intensive activity. Nevertheless, the Company recognizes the importance of energy
conservation and continues to adopt appropriate measures to optimize energy usage across
its operations. These include efficient resource planning and minimizing avoidable energy
consumption wherever applicable.

b. Technology Absorption:

The Company does not engage in any manufacturing or production processes requiring
specific technology absorption. However, the Company is committed to leveraging modern
information technology tools to enhance operational efficiency, automate internal
processes, and support decision-making.

c. Foreign Exchange Earnings and Outgo:

i. Foreign Exchange Earnings: Nil

ii. Foreign Exchange Outgo: Nil

29. Statement indicating the manner in which Formal Annual Evaluation has been made by
the Board of its performance and that of its Committees and Individual Directors

The Company has devised a policy for performance evaluation of the Board, Committees and
other individual Directors (including Independent Directors) which include criteria for
performance evaluation of Non-executive Directors and Executive Director. The evaluation
process inter alia considers attendance of Directors at Board and committee meetings,

acquaintance with business, Communicating inter se board members, effective participation,
domain knowledge, compliance which code of conduct, vision and strategy. Pursuant to the
provisions of the Companies Act, 2013 and Regulation 25(4) of SEBI (LODR) Regulations
2015, the Board carried out an annual performance evaluation of the Board, Committees,
Individual Directors and the Chairperson. The Chairman of the respective Committees shared
the report on evaluation with the respective committees’ members. The performance of each
committee was evaluated by the Board, based on report on evaluations received from
committees.

30. Disclosure of Codes, Standards, Policies and Compliances there under:

a. Code of Conduct for Board of Directors and the Senior Management Personnel:

Your company has adopted a code of conduct as required under Regulation 17 of SEBI
(LODR) Regulations 2015, for its Board of Directors and the senior management personnel.
The code requires the Directors and employees of the company to act honestly, ethically and
with integrity and in a professional and respectful manner. The certificate of Management is
attached with the Report in the Corporate Governance section.

b. Code for Prohibition of Insider Trading Practices:

Your company has in place a code for prevention of insider trading practices in accordance
with the model code of conduct, as prescribed under SEBI (Prohibition of Insider Trading)
Regulations, 2015, as amended and has duly complied with the provisions of the said code.

c. Nomination, Remuneration and Evaluation policy (NRE Policy)

The Board has, on the recommendation of the nomination and remuneration committee
framed a remuneration policy as prescribed under the provisions of section 178 of
Companies Act, 2013. Policy of the Company is available at the website of the Company at
www.victoriaenterprises.co.in

d. Company policy for the appointment of Directors and their remuneration

Policy of company for the appointment of Directors and their remuneration is hosted on the
website www.victoriaenterprises.co.in of the company as per the requirement of the
section 178 of the Companies Act, 2013.

31. Deposits Covered under Chapter V of the Act, 2013:

a. Accepted during the year: Nil

b. Due and remained unpaid or unclaimed as at the end of the year: Nil

c. Outstanding Amount at the end of year: Nil

d. Whether there has been any default in repayment of deposits or payment of interest thereon
during the year and if so, number of such cases and the total amount involved: Nil

32. Deposits which are not in Compliance with the Requirements of Chapter V of the Act:

The Company has not accepted any deposits which are not in compliance with the (Companies
Acceptance of Deposits) Rules, 2014 during the year.

33. Amount Accepted by Directors or their Relatives:

The Company has not accepted any amount from the Directors of the Company during the year.

34. Significant Material Orders Passed by the Regulators or Courts or Tribunals:

There are no significant or material orders passed by the regulators or courts or tribunals
impacting the going concern and company’s operations in future.

35. Iinternal financial controls:

Your Company has in place adequate internal control system (including internal financial
control system) commensurate with the size of its operations and have devised systems, policies
and procedures / frameworks, which are currently operational within the Company for ensuring
the orderly and efficient conduct of its business, which includes adherence to Company’s
policies, safeguarding assets of the Company, prevention and detection of frauds and errors,
accuracy and completeness of the accounting records and timely preparation of reliable
financial information. In line with best practices, the Board reviews these internal control
systems to ensure they remain effective and are achieving their intended purpose. Where
weaknesses, if any, are identified as a result of the reviews, new procedures are put in place to
strengthen controls. These controls are in turn reviewed at regular intervals.

36. Prevention of Sexual Harassment at Workplace:

Your Company has zero tolerance for sexual harassment at workplace. The Company has
adopted a Policy on Prevention, Prohibition and Redressal of Sexual Harassment at workplace
in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 (''POSH Act'') and the rules framed there under. All
employees (permanent, contractual, temporary, trainees) are covered under this policy.

As per the requirement of the Sexual Harassment of Women at Workplace (Prevention,
Prohibition & Redressal) Act, 2013 (‘Act’) and Rules made there under, your company has
constituted Internal Complaints Committees (ICC). Statement showing the number of
complaints filed during the financial year and the number of complaints pending at the end of
the financial year is shown below:

Category	No. of	No. of	No. of	Total number of
	complaints	complaints filed	complaints	Complaints
	pending at the	during the F.Y.	pending as at	pending/disposed of after 90 days

	beginning of F.Y. 2024-25	2024-25	the end of F.Y. 2024-25
Sexual Harassment	Nil	Nil	Nil	Nil

Since, there was no complaint received during the year which is appreciable as the management
of the company endeavor efforts to provide safe environment for the female employees of the
company.

Total Strength of the Employees as on 31^st March 2025 is as follows:

Sl. No.	Particulars	Permanent	Contractual	Total
1.	Male	20		20
2.	Female	7		7
3.	Transgenders	0		0

37. Particulars of Employees:

The ratio of the remuneration of each director to the median employee’s remuneration and other
details in terms of u/s 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, are forming part of
this report and is annexed as per Annexure -F.

The Company has only 3 (Three) employees on 31^st March 2025 and the particulars thereof in
terms of remuneration drawn as per rule 5(2) read with rule 5(3) of Companies (Appointment
and remuneration of Managerial Personnel) Rules, 2014 as amended, is annexed with the report
as Annexure- G.

Further, there is no employee drawing remuneration of ?8,50,000/- per month or up to ?
1,02,00,000/- per year, therefore, the disclosure of particulars of employees as required u/s
197(12) of the Companies Act, 2013 read with Rule 5(2) and Rule 5(3) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, are not applicable to
the Company.

However, none of them along with their relative hold more than 2% equity shares of the
company. Therefore, the disclosure as required under Rule 5(2)(iii) of Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014 is not applicable.

38. Statement Related to Compliance of the Maternity Benefit Act 1961:

As there are currently no female employees in the Company, the provisions of the Maternity
Benefit Act, 1961 are not presently applicable. However, the Company affirms its commitment
to comply with the provisions of the Maternity Benefit Act, 1961 as and when female
employees are engaged.

39. Secretarial Standards:

Your Company is in compliance with the Secretarial Standards specified by the Institute of
Company Secretaries of India.

40. Application or Proceeding Pending under the Insolvency and Bankruptcy Code, 2016:

a. Details of Application Filed or Proceeding pending against the Company during the
financial year under review:

Stakeholders may please note that neither any application is filed, nor proceedings are
pending against the company under the Insolvency and Bankruptcy Code, 2016 (31 of 2016)
during the year under review.

b. Details of application filed by the Company pending during the financial year under
review:

Stakeholders may please note that no applications were filed by the company under the
Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year under review.

41. Provision of voting by electronic means:

Your Company is providing E-voting facility under section 108 of the Companies Act, 2013
read with Rule 20 of the Companies (Management and Administration) Amendment Rules,
2015. The Ensuing AGM will be conducted Tuesday, the 30th day of September 2025 at 04:30
P.M. at the Registered office of the company situated at 9th Floor, Vaibhav Chambers, Opposite
Income Tax, Bandra-Kurla Complex, Bandra (East), Mumbai 400051 MH. The details
Regarding E-Voting Facility are Provided with the notice of the AGM.

42. General Disclosure:

Your directors state that no disclosure or reporting is required in respect of the following items
as there were no transactions on these matters or were not applicable to the Company during
the year under review:

a. Your Company has not announced any Corporate Action (buy back of securities, payment
of dividend declared, mergers and de-mergers, split of any securities nor failed to implement
or complete the Corporate Action within prescribed timelines.

b. There were no voting rights exercised by any employee of the Company pursuant to section
67(3) read with the Rule 16 of the Companies (Share Capital and Debenture) Rules, 2014.

c. There was no instance of one-time settlement with any Bank or Financial Institution.

d. There were no revisions in the Financial Statement and Board’s Report.

e. The Whole-Time Director of the Company does not receive any remuneration or commission
from any of its subsidiaries.

f. Since your company is not having any subsidiary, joint venture or associate companies,
therefore, the Company is not required to prepare consolidated financial statements for the
period under review.

43. Cautionary Statement

Statements in the Board’s Report and the Management Discussion & Analysis Report describing
the Company’s objectives, expectations, or forecasts may be forward-looking within the meaning
of applicable laws and regulations. Actual results may differ materially from those expressed or
implied, depending on various economic conditions, Government policies, regulatory
developments, and other incidental factors beyond the control of the Company.

44. Acknowledgement And Appreciation

Your directors place on record their deep appreciation for the continued guidance, cooperation,
and support received from the Central and State Governments, Regulators, Shareholders, Bankers,
Financial Institutions, and other business associates during the year under review.

The Board also takes this opportunity to acknowledge with gratitude the confidence and faith
reposed by the Company’s valued customers.

The Directors further express their sincere appreciation for the dedication, commitment, and
contribution of all employees of the Company, which has been integral to its performance and
sustained growth.

By Order of the Board of Directors
For Victoria Enterprises Limited,

Krishna Kumar Pittie

Chairman
(DIN: 00023052)

Date: 08^th September, 2025
Place: Mumbai
Registered Office:

9^th Floor, Vaibhav Chambers,

Opposite Income Tax, Bandra-Kurla Complex,

Bandra (East) Mumbai 400051
CIN: L65990MH1982PLC027052
www.victoriaenterprises.co.in

---

Mar 31, 2024

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)

Particulars	Current Year	Previous Year
	2023-24	2022-23
Total Income	1,130.02	1.08
Total Expenditure (excluding Depreciation)	1,068.62	39.41
Profit/Loss for the year before providing Depreciation	85.29	(12.6)
Less: Depreciation	23.88	25.73
Profit/Loss before Tax	61.41	(38.33)
Less: Provision for Taxation
Current Year	-	-
Deferred Tax	55.65	(9.93)
Adjustment of tax for earlier years	-	-
Profit after Tax	5.65	(28.39)
Add: Other Comprehensive Income	-	-
Total Comprehensive Income	5.65	(28.39)

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:

Name of Director	30th May, 2023	14th August, 2023	6th September, 2023	20th September, 2023	10th November, 2023	8th February, 2024
Mr. Krishna Kumar Pittie	Present	Present	Present	Present	Present	Present
Mr. Satish Sharma	Present	Present	Present	Present	Present	Present
Ms. Meena Panchal	Present	Present	Present	Present	Present	Present
Mr. Dilip Kumar Pandey	Present	Present	Present	Present	Present	Present

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:

Name of the Members	Designation	Category
Mr. Satish Sharma	Chairman	Whole-time Director
Mr. Dilip Kumar Pandey	Member	Independent Director
Ms. Meena Panchal	Member	Independent Director
Mr. Krishna Kumar Pittie	Member	Chairman, Executive Director

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

Name of Director	30th May, 2023	14th August, 2023	10th November, 2023	8th February, 2024
Mr. Krishna Kumar Pittie	Present	Present	Present	Present
Mr. Satish Sharma	Present	Present	Present	Present
Ms. Meena Panchal	Present	Present	Present	Present
Mr. Dilip Kumar Pandey	Present	Present	Present	Present

ii. Nomination and Remuneration Committee:

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

Name of the Members	Designation	Category
Mr. Satish Sharma	Chairman	Whole-time Director
Mr. Dilip Kumar Pandey	Member	Independent Director
Ms. Meena Panchal	Member	Independent Director
Mr. Krishna Kumar Pittie	Member	Chairman, Executive Director

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

Name of the Members	03.08.2023
Mr. Satish Sharma	Present
Mr. Dilip Kumar Pandey	Present
Ms. Meena Panchal	Present
Mr. Krishna Kumar Pittie	Present

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

---

Mar 31, 2013

To, The Members of VICTORIA ENTERPRISES LTD.

The Directors have pleasure in submitting their Annual Report together with the audited statement of accounts for the year ended 31st March, 2013.

1. FINANCIAL HIGHLIGHTS:

(Rs. In Lacs) Particulars 2012-13 2011-12 Turnover for the period (including increase/(decrease) 898.25 1051.47 in Work in Progress)

Other incomes 13.62 7.25

Total Income 911.87 1058.72

Profit before depreciation, interest & tax 213.80 261.00

Interest & Finance Costs 202.65 256.45

Depreciation 118 0.95

Profit before tax 197 3.60

Tax including deferred tax and provisions for earlier 3.60 2.26 years

Profit after tax 6.37 34

2. OPERATIONS:

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.

Presently the real estate market in the India is doing very well and the management of the Company is positive to crystallize the opportunities of the market and considering the rich experience of the promoters in real estate development the Management is expecting good growth of this business segment of the Company in the near future.

Quality, punctuality in giving possession to the customers, proper guidance to the customers and foresight in selection of land for projects are the basic parameters to get success in the real estate and development industry. The Company is following the same standards and philosophy in the business.

Management is expecting good growth in the business of theiCompany in the near future in this segment y>^^£RS^ 3. GOVERNMENTfflfl3;fflff%:,

The Government of India announced stimulus package which, coupled with the Reserve Bank of India''s move allowing banks to provide special treatment to the real estate sector, is likely to impact the Indian real estate sector in a positive way. Foreign Investment Promotion Board (FlPB) announced new foreign direct investment policy (FDI) during the current year aimed at simplifying existing norms to attract foreign investment into India.

Besides the above measures, the government also announced an economic stimulus package keeping in mind the impact of the global slowdown on the Indian real estate sector. Public sector banks and private sector banks announced a package for home loan borrowers in various categories. This is expected to increase borrowing for homes and in turn give a boost to the realty sector. Moreover, excise duty cuts on cement and steel are expected to bring down construction cost

4- OPPORTUNITIES AND THREATS:

With the downturn in the Real Estate market caused by the global economic slowdown, there is an opportunity of creating portfolios in the affordable Real Estate market and to grow the largely untapped mid-market segment. Real estate companies have seized the opportunity to re-classify their products / offerings in order to cater to the high volume affordable housing segment. Other measures include postponing new launches, re- allocating funds and focusing on completion of pre-committed projects, re-orienting product portfolio in favour of mid-income / affordable homes and cutting construction cost via value engineering to survive the ongoing slump. The present crisis present an opportunity to every real estate company to correctly identify end-user needs and keep affordability in mind before embarking on newer projects. There is also an urgent need for deregulation of most of the laws pertaining to the real estate sector.

5. RISKS AND CONCERNS :

Macro risks

- Global geo-political risk, economic shocks and policy reversals

- Economic risks - rising interest rates, inflation and currency risks

- Event risks - riots, natural calamities, etc.

- Rising costs of operation

- Constrained urban and physical infrastructure in cities

- Disparities in regional development within States

- Declining property rates

6. DIVIDEND:

Due to conserve the resources of the Company, your Director have not recommend any dividend.

7. FIXED DEPOSITS:

During me year tinder review, the company has not taken any deposits from Public.

8. DIRECTORS;

The Director Mrs. Sangeeta Pitrie retires by rotation at the close of AGM and being eligible for re-appointment offered herself for the same and the board recommends her appointment.

9. DIRECTORS RESPONSIBILITY STATEMENT :

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956 with respect to Directors'' Responsibility statement, it is hereby confirmed.

(i) That in the preparation of the accounts for the financial year ended 31s* March, 2013 the applicable accounting standards have been followed along wim proper explanation relating to material departures;

(ii) That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were 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 and of the profit or loss of the Company for the year tinder review; (iii)That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company arid for preventing and detecting fraud and other .irregularities;

(iv)That the Directors have prepared the accounts for the financial year ended 31st March, 2013 on a''going concern''basis.

10. DISCLOSURE OF PARTICULARS UNDER SECTION 217 (2A):

The company does not have any employee who is covered by section 217 (2A) of the companies Act, 1956.

11. CONVERSATION OF ENERGY, ABSORPTION OF TECHNOLOGY AND FOREIGN EXCHANGE EARNING AND OUTGO :

The company has not earned foreign exchange or incurred any expenditure in foreign exchange during the year. Since the Company does not have any manufacturing activities, the other particulars are required by Section 217(1) (e) of the Companies Act, 1956 read with companies (Disclosure of particulars in the report of Board of Directors) Rules, 1988 are not applicable to the Company. Although the company is making all efforts to conserve energy and update its technology to remain competitive in business.

12. AUDITORS :

The Statutory Auditors of the Company M/s. Parekh Shah & Lodha, Chartered Accountants, retire at the ensuing Annual General Meeting and have confirmed their eligibility and willingness to accept office, if reappointed.

13. AUDITORS OBSERVATIONS:

(i) That Auditors comment on the internal audit system of the company. Directors wants to clarify that our internal accounting system is strong enough to take care of internal control for accounts under the supervision of management. Hence, we have not deputed outside agency to carry on internal audit.

(ii) That Auditors comment on provision of interest on term loan account of Bank of Baroda are self explanatory that the Company has provided for the interest on tfee term loan account as per the agreed rate of interest and has provided their liability. However the Bank has not provided for any interest as they have classified the same as Nan Performing Assets

14. CORPORATE GOVERNANCE:

Your Company believes in coherent and self-regulatory approach in the conduct of its business to achieve highest standard of Corporate Governance. It has complied with the requirement of the Corporate Governance as stipulated by SEBI. A separate report on Corporate Governance along with Auditor''s Certificate on its compliance is annexed to and forms part of the report.

15. ACKNOWLEDGMENT:

Your directors wish to place on record their thanks to our Bankers. The Board also places on record their appreciation for the devoted services rendered by the employees.

For PAFtEKH SHAH & LODHA

Chartered Accountants

Place: Mumbai

Date : 30th May, 2013.

---

Mar 31, 2012

To, The Members of VICTORIA ENTERPRISES LTD.

The Directors have pleasure in submitting their Annual Report together with the audited statement of accounts for the year ended 31st March, 2012.

1. FINANCIAL HIGHLIGHTS :

(Rs. In Lacs)

Particulars 2011-12 2010-11

Turnover for die period (including increase/(decrease) 1047.86 1457.43 in Work in Progress)

Other incomes 10.86 8.00

Total income 1058.72 1465.43

Profit before depreciation, interest & tax 261.00 570.41

Interest & Finance Costs 256.45 564.54

Depredation 0.95 1.18

Profit before tax 3.60 4.69

Profit after tax 1.34 3.07

2. OPERATIONS:

The Company is engaged in the business of real t state 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.

Presently the real estate market in the India is doing very well and the management of the Company is positive to crystallize tine opportunities of the market and considering the rich experience of the promoters in real estate development the Management is expecting good growth of this business segment of the Company in the near future.

Quality, punctuality in giving possession to the customers, proper guidance to the customers and foresight in selection of land for projects are the basic parameters to get success in the real estate and development industry. The Company is following the same standards and philosophy in the business.

Management is expecting good growth in die business of the Company in the near future in this segment.

3. GOVERNMENT INITIATIVES :

The Government of India announced stimulus package which, coupled with the Reserve Bank of India''s move allowing banks to provide special treatment to the real estate sector, is likely to impact the Indian real estate sector in a positive way.

Foreign Investment Promotion Board (FIPB) announced new foreign direct investment policy (FDI) during the current year aimed at simplifying existing norms to attract foreign investment into India.

Besides-the above measures, the government also announced an economic stimulus package keeping in mind the impact of the global slowdown on the Indian real estate sector. Public sector banks and private sector banks announced a package for home loan borrowers in various categories. This is expected to increase borrowing for homes and in lurn give a boost to the realty sector. Moreover, excise duty cuts on cement and steel are expected to bring down construction cost.

4. OPPORTUNITIES AND THREATS :

With the downturn in the Real Estate market caused by the global economic slowdown, there is an opportunity of creating portfolios in the affordable Real Estate market and to grow the largely untapped mid-market segment. Real estate companies have seized the opportunity to re-classify their products / offerings in order to cater to the high volume affordable housing segment. Other measures include postponing new launches, re- allocating funds and focusing on completion of pre-committed projects, re-orienting product portfolio in favour of mid-income / affordable homes and cutting construction cost via value engineering to survive the ongoing slump. The present crisis present an opportunity 10 every real estate company to correctly identify end-user needs and keep affordability in mind before embarking on newer projects. There is also an urgent need for deregulation of most of the laws pertaining to the. real estate sector.

5. RISKS AND CONCERNS :

Macro risks

- Global geo-political risk, economic shocks and policy reversals

- Economic risks - rising interest rates, inflation and currency risks

- Event risks - riots, natural calamities, etc.

- Rising costs of operation

- Constrained urban and physical infrastructure in cities

- Disparities in regional development within States

- Declining property rates

6. DIVIDEND:

Due to conserve the resources of the Company, your Director have not recommend any dividend.

7. FIXED DEPOSITS :

During the year under review, the company has not taken any deposits from Public.

8. DIRECTORS:

The Director Mr. Krishna Kumar Pittie retires by rotation at the close of AGM and being eligible for re-appointment offered himself for die same and die board recommends his appointment.

9. DIRECTORS RESPONSIBILITY STATEMENT :

Pursuant to the requirement under Section 217(2AA) of die Companies Act 1956 with respect to Directors'' Responsibility statement, it is hereby confirmed.

(i) That in the preparation of the accounts for die financial year ended 31st March, 2012 die applicable accounting standards have been followed along with proper explanation relating to material departures;

(ii) That the Directors have selected such accounting policies and applied them consistently and made judgments are estimates that were 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 and of the profit or loss of the Company for the year under review; ,

(iii) That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for . safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) That the Directors have prepared the accounts for the financial year ended 31st March, 2012 on a ''going concern'' basis.

(v) That Auditors comment on the internal audit system of the company, Directors wants to clarify that our internal accounting system is strong enough to take care of internal control for accounts under the supervision of management. Hence, we have not deputed outside agency to carry on internal audit.

10. DISCLOSURE OF PARTICULARS UNDER SECTION 217 (2A):

The company does not have any employee who is covered by section 217 (2A) of the companies Act, 1956.

11. CONVERSATION OF ENERGY, ABSORPTION OF TECHNOLOGY AND FOREIGN EXCHANGE EARNING AND OUTGO :

The company has not earned foreign exchange or incurred any expenditure in foreign exchange during the year. Since the Company does not have any manufacturing activities, the other particulars are required by Section 217(l)(e) of the Companies Act, 1956 read with companies (Disclosure of particulars in the report of Board of Directors) Rules, 1988 are not applicable lo the Company. Although the company is making all efforts to conserve energy and update its technology to remain competitive in business.

12. AUDITORS :

The Statutory Auditors of the Company M/s. Parekh Shah & Lodha, Chartered Accountants, retire at the ensuing Annual General Meeting and have confirmed their eligibility and willingness to accept office, if reappointed.

13. AUDITORS OBSERVATIONS:

The comments of the auditors in their report is self explanatory and need no further clarification.

14. CORPORATE GOVERNANCE:

Your Company believes in coherent and self-regulatory approach in the conduct of its business lo achieve highest standard of Corporate Governance. It has complied with the requirement of the Corporate Governance as stipulated by SEBI. A separate report on Corporate Governance along with Auditor''s Certificate on its compliance is annexed.to and forms part of the report.

15. ACKNOWLEDGMENT:

Your directors wish to place on record their thanks to our Bankers. The Board also places on record their appreciation for the devoted services rendered by the employees.



For and on behalf of the Board





(Director)

Place : Mumbai Date : 30th May, 2012

---

Mar 31, 2010

The Members of,

VICTORIA ENTERPRISES LTD.

(Formerly known as DOWN TOWN TRADING AND INVESTMENTS LTD.)

The Directors have pleasure in submitting their 28th Annual Report together with the audited statement of accounts for the year ended 31st March, 2010.

1. FINANCIAL HIGHLIGHTS :

(Rs. In Lacs)

Particulars 2009-10 2008-09

Turnover for the period (including increase/ (decrease) 1044.08 514.17 in Work in Progress

Other incomes 7.50 0.44

Total Income 1051.58 514.61

Profit before depreciation, interest &: tax 483.93 441.14

Interest & Finance Costs 478.28 411.41

Depreciation 1.66 25.92

Profit before tax 3.99 3.81

Profit after tax 3.67 0.93

2. OPERATIONS:

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.

Presently the real estate market in the India is doing very well and the management of the Company is positive to crystallize the opportunities of the market and considering the rich experience of the promoters in real estate development the Management is expecting good growth of this business segment of the Company in the near future.

Quality, punctuality in giving possession to the customers, proper guidance to the customers and foresight in selection of land for projects are the basic parameters to get success in the real estate and development industry. The Company is following the same standards and philosophy in the business.

Management is expecting good growth in the business of the Company in the near future in this segment.

3. GOVERNMENT INITIATIVES:

The Government of India announced stimulus package which, coupled with the Reserve Bank of India''s move allowing banks to provide special treatment to the real estate sector, is likely to impact the Indian real estate sector in a positive way.

Foreign Investment Promotion Board (FIPB) announced new foreign direct investment policy (FDI) during the current year aimed at simplifying existing norms to attract foreign investment into India.

Besides the above measures, the government also announced an economic stimulus package keeping in mind the impact of the global slowdown on the Indian real estate sector. Public sector banks and private sector banks announced a package for home loan borrowers in various categories. This is expected to increase borrowing for homes and in turn give a boost to the realty sector. Moreover, excise duty cuts on cement and steel are expected to bring down construction cost.

4. OPPORTUNITIES AND THREATS :

With the downturn in the Real Estate market caused by the global economic slowdown, there is an opportunity of creating portfolios in the affordable Real Estate market and to grow the largely untapped mid-market segment. Real estate companies have seized the opportunity to re-classify their products / offerings in order to cater to the high volume affordable housing segment. Other measures include postponing new launches, re-allocating funds and focusing on completion of pre-committed projects, re-orienting product portfolio in favour of mid-income / affordable homes and cutting construction cost via value engineering to survive the ongoing slump. The present crisis present an opportunity to every real estate company to correctly identify end-user needs and keep affordability in mind before embarking on newer projects. There is also an urgent need for deregulation of most of the laws pertaining to the real estate sector.

5. RISKS AND CONCERNS :

Macro risks

- Global geo-political risk, economic shocks and policy reversals

- Economic risks - rising interest rates, inflation and currency risks

- Event risks - riots, natural calamities, etc.

- Rising costs of operation

- Constrained urban and physical infrastructure in cities

- Disparities in regional development within States

- Declining property rates

6. Real Estate Sector Specific Risks

- Oversupply - in few product classes - IT SEZs, luxury end residential.

- Land acquisition— the land acquisition process in India and its entitlement is anything but simple. It is a very long drawn complicated afford.

- Lack of verifiable records - the serious gap in ownership records as well as land titles being unclear, could pose several hurdles.

- Regulatory risk - several regulatory issue remain.

- Transparency risk - Indian real estate market transparency is rated low as compared to international real estate transparency levels. Although market transparency has improved, it is still hard to get reliable and verifiable information.

- Lack of title insurance - The real estate market in India does not have title insurance. There is a risk of latent ownership issue in transactions with individual land owners.

- Property linked infrastructure risks - At major locations, the public infrastructure is under strain. Though development and construction is proceeding at a furious ace, required urban infrastructure is not catching up fast enough.

- Lack of real estate securities legislation.

- Lack of uniform land laws - varying rules, regulations, standards, practices from town to town across India.

- Lack of institutional mechanism to review and regulate the conduct of valuation professionals as well as the qualifications and conduct of bodies certifying their expertise.

- Distress sale by other developers likely to push down prices

- Demand becoming increasingly price and product sensitive.

The Company is mitigating these risks by way of qualitative market research, faster decision making, and by taking a freshlook at its entire set of processes, apart from undertaking proactive approach towards problem resolution. Property financing remains largely conducted through conventional mortgages, with the volume of more modern, transparent and liquid products still negligible. This is partly due to high registration charges and transaction costs and structural impediments in the securitization legal framework. Industry database on transaction volumes, structures and prices are also largely undeveloped.

7. DIVIDEND;

Due to conserve the resources of the Company, your Director have not recommend any dividend.

8. FIXED DEPOSITS :

During the year under review, the company has not taken any deposits from Public.

9. DIRECTORS:

The Director Mr. Hasmukh Nandlal Shah retires by rotation at the close of AGM and being eligible for re-appointment offered himself for the same and the board recommends his appointment.

Mr. Umesh Synghal was appointed as additional Director of the Company on 5th October, 2009. Notice has been received from a member signifying his intention to propose appointment of Mr. Umesh Synghal as a director.

10. DIRECTORS RESPONSIBILITY STATEMENT :

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956 with respect to Directors'' Responsibility statement, it is hereby confirmed.

i) That in the preparation of the accounts for the financial year ended 31st

March, 2010 the applicable accounting standards have been followed along with proper explanation relating to material departures;

ii) That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were 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 and of the profit or loss of the Company for the year under review;

iii) That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) That the Directors have prepared the accounts for the financial year ended 31st March 2010 on a ''going concern'' basis.

11. DISCLOSURE OF PARTICULARS UNDER SECTION 217 (2A):

The company does not have any employee who is covered by section 217 (2A) of the companies Act, 1956.

12. CONVERSATION OF ENERGY, ABSORPTION OF TECHNOLOGY AND FOREIGN EXCHANGE EARNING AND OUTGO :

The company has not earned foreign exchange or incurred any expenditure in foreign exchange during the year. Since the Company does not have any manufacturing activities, the other particulars are required by Section 217(I)(e) of the Companies Act, 1956 read with companies (Disclosure of particulars in the report of Board of Directors) Rules, 1988 are not applicable to the Company. Although the company is making all efforts to conserve energy and update its technology to remain competitive in business.

13. AUDITORS:

The Statutory Auditors of the Company M/s. Parekh Shah &. Lodha, Chartered Accountants, retire at the ensuing Annual General Meeting and have confirmed their eligibility and willingness to accept office, if reappointed.

14. AUDITORS OBSERVATIONS:

The comments of the auditors in their report is self explanatory and need no further clarification.

15. CORPORATE GOVERNANCE:

Your Company believes in coherent and self-regulatory approach in the conduct of its business to achieve highest standard of Corporate Governance. It has complied with the requirement of the Corporate Governance as stipulated by SEBI. A separate report on Corporate Governance along with Auditor''s Certificate on its compliance is annexed to and forms part of the report.

16. ACKNOWLEDGMENT:

Your directors wish to place on record their thanks to our Bankers. The Board also places on record their appreciation for the devoted services rendered by the employees.

For and on behalf of the Board

(Director)

Place : Mumbai Date : 31st May, 2010.

---

Mar 31, 2009

The Directors have pleasure in submitting their 27th Annual Report together with the audited statement of accounts for the year ended 31st March, 2009.

1. FINANCIAL HIGHLIGHTS :

(Rs. In Lacs)

Particulars 2008-09 2007-08

Turnover for the period (Including Increase/ (Decrease) 514.17 5024.73

in Work in Progress)

Other Incomes 0.44 Nil

Total Income 514.61 5024.73

Profit before Depreciation & Tax, 29.73 223.17

Depreciation 25.92 22.58

Profit before Tax 3.81 200.59

Profit after Tax 0.93 123.87

2. OPERATIONS.

The Company is engaged in the business of real estate development. Presently the following three real estate development projects of the Company are under development:

- Victoria Elegance, Mumbai - Residential cum Commercial.

- Pittie Chambers, Mumbai - Commercial.

- Pittie Plaza, Jodhpur, Rajasthan - Commercial.

Development of the said projects is going on in full swing and the Company is positively targeting the above projects in the coming financial year.

Details of the projects under development are as under:

a) Victoria Elegance: Located at Shivaji Park, Dadar, Mumbai 400 028. A 12 storied residential cum commercial complex in one of the prime commercial cum residential area of Mumbai city. The project is expected to complete on or before March, 2011.

b) Pittie Chambers: Located at Bandra Kurla Link Road, Bandra (East), Mumbai - 400 051, a prime business and commercial area of Mumbai city.

The company will construct ground + 7 storey commercial building, which is expected to complete on or before March 2010.

c) Pittie Plaza: Located at Manji Ka Hatta, Main Mandore Road, Near P & T Office, Paota, Jodhpur (Rajasthan), second largest and developed city of the State of Rajasthan, after Jaipur. The Company will construct Basement + Ground + 7 Story commercial complex and expected to complete on or before March, 2011.

The Company is also in the process to acquire some more real estate development projects in Mumbai as well as outside Mumbai. The Company is concentrating on development of quality commercial as well as residential projects/spaces.

Presently the real estate development industry is doing well in India, although there are some pressures on the industry as a whole due to various market circumstances/conditions, particularly on the financial front. But the said circumstance, would not affect the operation and growths of the Company to a larger extent since all of the projects, which are under development, are financially closed. The management of the Company is positive to crystallize the opportunities of the market with the rich experience of the promoters in the real estate development. The Management is expecting good growth of this business segment of the Company in the near future.

Quality, punctuality in giving possession to the customers, proper guidance to the customers and foresight in selection of land for the projects are the basic parameters to get success in the real estate and development industry. The Company is following the same standards and philosophy in the business.

8 DIVIDEND:

Due to conserve the resources of the Company, your Director have not recommend any dividend.

9. FIXED DEPOSITS :

During the year underreview, the company has not taken any deposits from Public.

10. DIRECTORS:

The director Mrs. Sangeeta Pittie retires by rotation at the close of AGM and being eligible for re-appointment offered her selves for the same and the board recommends her appointment.

11. DIRECTORS RESPONSIBILITY STATEMENT :

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956 with respect to Directors Responsibility statement, it is hereby confirmed.

i) That in the preparation of the accounts for the financial year ended 31st March, 2009 the applicable accounting standards have been followed along with proper explanation relating to material departures;

ii) That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were 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 and of the profit or loss of the Company for the year under review;

iii) That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) That the Directors have prepared the accounts for the financial year ended 31st March 2009 on a going concern basis.

12. DISCLOSURE OF PARTICULARS UNDER SECTION 217 (2A):

The company does not have any employee who is covered by section 217 (2A) of the companies Act, 1956.

13. CONVERSATION OF ENERGY, ABSORPTION OF TECHNOLOGY AND FOREIGN EXCHANGE EARNING AND OUTGO :

The company has not earned foreign exchange and incurred expenditure Rs. 62.84 Lacs (P.Y. Rs. NIL) in foreign exchange during the year. Since the Company does not have any manufacturing activities, the other particulars are required by Section 217(1) (e) of the Companies Act, 1956 read with companies (Disclosure of particulars in the report of Board of Directors) Rules, 1988 are not applicable to the Company. Although the company is making all efforts to conserve energy and update its technology to remain competitive in business.

14. AUDITORS:

The Statutory Auditors of the Company M/s. Ravindra Chaturvedi & Co., Chartered Accountants, retire at the ensuing Annual General Meeting and have confirmed their eligibility and willingness to accept office, if reappointed.

15. AUDITORS OBSERVATIONS:

The comments of the auditors in their report is self explanatory and need no further clarification.

16. CORPORATE GOVERNANCE:

Your Company believes in coherent and self-regulatory approach in the conduct of its business to achieve highest standard of Corporate Governance. It has complied with the requirement of the Corporate Governance as stipulated by SEBI. A separate report on Corporate Governance along with Auditors Certificate on its compliance is annexed to and forms part of the report.

17. ACKNOWLEDGMENT:

Your directors wish to place on record their thanks to our Bankers. The Board also places on record their appreciation for the devoted services rendered by the employees.

For and on behalf of the Board



(Director)

Place : Mumbai

Date : 30th June, 2009.

---

Mar 31, 2008

The Directors have pleasure in submitting their 26th Annual Report together with the audited statement of accounts for the year ended 31st March, 2008.

1. FINANCIAL HIGHLIGHTS :

(Rs. In Lacs)

Particulars 2007-08 2006-07

Turnover for the period including 5024.73 1,350.53 increase / (decrease) in Work in Progress) Other incomes Nil 2.79 Total Income 5024.73 1,353.33 Profit before depreciation & tax 223.17 59.11 Depreciation 22.58 3.29 Profit before tax 200.59 55.82 Profit after tax 123.88 47.05

2. OPERATIONS:

The Company is engaged in the business of real estate development. Presently the following three real estate development projects of the Company are under development:

- Victoria Elegance, Mumbai - Residential cum Commercial.

- Pittie Chambers, Mumbai - Commercial.

- Pittie Plaza, Jodhpur, Rajasthan - Commercial.

Development of the said projects is going on in full swing and the Company is positively targeting the above projects in the coming financial year. All of the above projects are financially closed.

In the very short period of the operation the Company is being able to achieve a significant growth and reported net profit after tax of Rs. 123.87 lacs against a net profit of Rs. 47.05 lacs in the earlier financial year.

Details of the projects under development are as under:

a) Victoria Elegance: Located at Sivaji Park, Dadar, Mumbai 400 028. A 12 storied residential cum commercial complex in one of the prime commercial cum residential area of Mumbai city. The project is expected to complete on or before December 2009.

b) Pittie Chambers: Located at Bandra Kurla Link Road, Bandra (East), Mumbai - 400 051, a prime business and commercial area of Mumbai city. The company will construct ground + 7 storey commercial building, which is expected to complete on or before June 2009.

c) Pittie Plaza: Located at Manji Ka Hatta, Main Mandore Road, Near P & T Office, Paota, Jodhpur (Rajasthan), second largest and developed city of the State of Rajasthan, after Jaipur . The Company will construct Basement + Ground + 7 Story commercial complex and expected to complete on or before December 2009.

The Company is also in the process to acquire some more real estate development projects in Mumbai as well as outside Mumbai. The Company is concentrating on development of quality commercial as well as residential projects/spaces.

Presently the real estate development industry is doing well in India, although there are some pressures on the industry as a whole due to various market circumstances/conditions, particularly on the financial front. But the said circumstance would not affect the operation and growth of the Company to a larger extent since all of the projects, which are under development are financially closed. The management of the Company is positive to crystallize the opportunities of the market with the rich experience of the promoters in the real estate development, the Management is expecting good growth of this business segment of the Company in the near future.

Quality, punctuality in giving possession to the customers, proper guidance to the customers and foresight in selection of land for the projects are the basic parameters to get success in the real estate and development industry. The Company is following the same standards and philosophy in the business.

3. DIVIDEND:

To conserve the resources of the Company, your Directors have not recommend any dividend for the year.

4. FIXED DEPOSITS :

During the year under review, the company has not taken any deposits from Public.

5. DIRECTORS :

The director Mr. Satish Sharma retires by rotation at the close of ensuing Annual General Meeting and being eligible for re-appointment and offered him selves for the same. The board recommends his re-appointment.

6. DIRECTORS RESPONSIBILITY STATEMENT :

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956 with respect to Directors Responsibility statement, it is hereby confirmed.

i) That in the preparation of the accounts for the financial year ended 31st March, 2008 the applicable accounting standards have been followed along with proper explanation relating to material departures;

ii) That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were 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 and of the profit or loss of the Company for the year under review;

iii) That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) That the Directors have prepared the accounts for the financial year ended 31st March 2008 on a going concern basis.

7. DISCLOSURE OF PARTICULARS UNDER SECTION 217 (2A):

The company does not have any employee who is covered by section 217 (2A) of the companies Act, 1956.

8. CONVERSATION OF ENERGY, ABSORPTION OF TECHNOLOGY AND FOREIGN EXCHANGE EARNING AND OUTGO :

The company has not earned any foreign exchange or incurred any expenditure in foreign exchange during the year.

Since the Company does not have any manufacturing activities, the other particulars are required by Section 217(I)(e) of the Companies Act, 1956 read with companies (Disclosure of particulars in the report of Board of Directors) Rules, 1988 are not applicable to the Company. Although the company is making all efforts to conserve energy and update its technology to remain competitive in the business.

9. AUDITORS:

The Statutory Auditors of the Company M/s. Ravindra Chaturvedi & Co., Chartered Accountants, retire at the ensuing Annual General Meeting and have confirmed their eligibility and willingness to accept office, if reappointed.

10. AUDITORS OBSERVATIONS:

The comments of the auditors in their report are self-explanatory and need no further clarification.

11. CORPORATE GOVERNANCE:

Report and details on corporate governance has not been given in the directors report as required under Clause 49 of the Listing Agreement, since at present this clause is not applicable on the Company, still the Company is following high standard of governance in its operations and the management always believes in high standard governance considering the size and nature of the Company. Whenever in the future requirements of corporate governance will be applicable on the Company, the Company will comply the same as per Clause 49 of Listing Agreement.

12. COMPLIANCE CERTIFICATE:

In accordance with Section 383A of the Companies Act, 1956 and Companies (Compliance Certificate) Rules, 2001 the company has obtained a certificate from a Secretary in the whole time practice confirming that the Company has complied with all the provisions of the Companies Act, 1956 copy of such certificate is annexed to this report and forms part of this report.

13. ACKNOWLEDGMENT:

Your directors wish to place on record their thanks to the Bankers of the Company for their continuous trust and support to the business and growth of the Company. The Board also places on record their appreciation for the devoted services rendered by the employees.

For and on behalf of the Board

(Director) Date : 30.06.2008 Place : Mumbai

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Mar 31, 2006

ANNUAL REPORT 2005-2006

DIRECTOR'S REPORT

To, The Members of, VICTORIA ENTERPRISES LTD., (Formerly known as DOWN TOWN TRADING AND INVESTMENTS LTD.)

The Directors have pleasure in submitting their 24th Annual Report together with the audited statement of accounts for the year ended 31st March, 2006.

1. FINANCIAL HIGHLIGHTS:

Amount in Rs.

Turnover for the period (including 23,10,68,402 increase/(decrease) in stock) Other incomes 15,85,219 Total Income 23,26,53,621 Profit before depreciation, interest & tax 16,96,515 Interest & Finance Costs 15,36,198 Depreciation 6,656 Pro before tax 32,69,369 Profit after tax (33,00,277)

2. OPERATIONS:

The Company has started the business of real estate development and entertainment during the current financial year. Presently the Company has taken two real estate development projects in Mumbai. The details of projects under development are Victoria Elegance located at Sivaji Park, Dadar, Mumbai 400 028. The company will construct 10 storey residential cum commercial complex. The project is expected to be completed on or before March 2008 another project is Pittie Chambers located at Bandra Kurla Link Road, Bandra (East), Mumbai - 400 051. The company will construct ground + 7 storey commercial building and it is expected to be completed on or before March 2008.

Quality, punctuality in giving possession to the customers, proper guidance to customers and foresight in selection of land for projects are the basic parameters to get success in real estate and development industry. The Company is also in the process to take one more projects of real estate development in the coming financial year considering the rich experience of the promoters in real estate development the Management is expecting good growth of this business segment of the Company in the near future.

The Company has also started entertainment business during the financial year and started production of a Hindi movie; we are expecting the release of the same by the end of next financial year apart from movie production the Company is also exploring various options in this segment like distribution of movies, acquisition of rights and financial assistance etc.

Management is expecting good growth in the business of the Company in the near future.

3. FIXED DEPOSITS:

During the year under review, the company has not taken any deposits from Public.

DISCLOSURE OF PARTICULARS UNDER SECTION 217 (2A):

The company does not have any employee who is covered by section 217 (2A) of the companies Act, 1956.

CONVERSATION OF ENERGY ABSORPTION OF TECHNOLOGY AND FOREIGN EXCHANGE EARNING AND OUTGO:

The company has not earned foreign exchange or incurred any expenditure in foreign exchange during the year. Since the Company does not have any manufacturing activities, the other particulars are required by Section 217(I)(e) of the Companies Act, 1956 read with companies (Disclosure of particulars in the report of Board of Directors) Rules, 1988 are not applicable to the Company. Although the company is making all efforts to conserve energy and update its technology to remain competitive in business.

DIRECTORS:

The director Mrs. Sangeeta Pittie retires by rotation at the close of AGM and being eligible for re-appointment offered her selves for the same and the board recommends her appointment.

7. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956 with respect to Directors' Responsibility statement, it is hereby confirmed:

i) That in the preparation of the accounts for the financial year ended 31st March, 2006 the applicable accounting standards have been followed along with proper explanation relating to material departures;

ii) That the Directors have selected such accounting policies and applied theme consistently and made judgments and estimates that were 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 and of the profit or loss of the Company for the year under review;

iii) That the Directors have taken proper, and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

iv) That the Directors have prepared the accounts for the financial year ended 31st March 2006 on a going concern basis.

8. AUDITORS:

The Statutory Auditors of the Company M/s. Ravindra Chaturvedi & Co., Chartered Accountants, retire at the ensuing Annual General Meeting and have confirmed their eligibility and willingness to accept office, if reappointed.

9. AUDITORS OBSERVATIONS:

The comments of the auditors in their report is self explanatory and need no further clarification.

10. CORPORATE GOVERNANCE:

Report and details on corporate governance has not been given in the directors report as required under Clause 49 of the Listing Agreement, since at present this clause is not applicable on the Company, still the Company is following high standard of governance in its operations and the management always believes in high standard governance considering the size and nature of the Company. Whenever in the future requirements of corporate governance will be applicable on the Company, the Company will comply the same as per Clause 49 of Listing Agreement.

11. COMPLIANCE CERTIFICATE:

In accordance with Section 383A of the Companies Act, 1956 and Companies (Compliance Certificate) Rules, 2001 the company has obtained a certificate from a Secretary in the whole time practice confirming that the Company has complied with all the provisions of the Companies Act, 1956 copy of such certificate is annexed to this report and forms part of this report.

12. ACKNOWLEDGMENT:

Your directors wish to place on record their thanks to our Bankers. The Board also places on record their appreciation for the devoted services rendered by the employees.

For and on behalf of the Board

(Director)

Place : Mumbai Date : 30th June, 2006.

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Mar 31, 2004

To, The Members, The Directors have pleasure in submitting their 22nd Annual Report together with the audited statement of accounts for the year ended 31st March, 2004. FINANCIAL HIGHLIGHTS Amount (Rs.) Amount Rs. 2003-2004 2002-2003 (Loss)/Profit before provision for taxation 38.625 (69.790) Deduct/Add:- Provision for Taxation - - (Loss)/Profit after taxes 38.625 (69,790) (Deduct)/Add:- Profit and Loss Account Balance brought forward 4,56,950 5,26,740 4,95,575 4,56,950 Income Tax paid for earlier years 1,826 - Balance carried forward 4,93,749 4,56,950 DIVIDEND In view of smallness of profit and with a view of strengthen tile reserves, your Directors do not recommend payment of any dividend for the year. GENERAL As regards auditors observation for provision for diminution in value of long term investments, note no.6 in Schedule "B" to the accounts is self explanatory. Further, the Company is an investment company and does not hale that volume of business activities which warrants the introduction of an internal audit system. DIRECTORS Arun D. Aggarwal and Anita P. Aggarwal, Directors retire by rotation at the ensuing Annual General meeting and, being eligible, offer themselves for reappointment. PERSONNEL There were no employees during remuneration of more than Rs.24,00,000/- per annum or Rs.2,00,000/- per month if employed for part of the rear and hence the information pursuant to Section 217(2A) of the Companies Act, 1956 read with the companies (Particulars of Employees) Rules, 1975 are not annexed. AUDITORS M/s. B.L. Sarda & Co. Chartered Accountants, retire at the ensuing Annual General Meeting arid, being eligible, offer themselves for reappointment. DIRECTORS RESPONSIBILITY STATEMENT The Board of Directors makes the following statements pursuant to provisions of Section 217(2AA) of the Companies Act, 1956. (i) That in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures; (ii) That the Directors had selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a the and fair view of the state of affairs of file Company at the end of the financial year and of the Profit and Loss of file Company for that period; (iii) That the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and deducting fraud and other irregularities ; (iv) That the Directors had prepared the annual accounts oil a going basis. COMPLIANCE CERTIFICATE In accordance with section 383A of the Companies Act. 1956 and Companies (Compliance Certificate) Rules, 2001, the company has obtained a certificate from a secretary in the whole tinge practice. conforming that the company has complied with all the provisions of the Companies Act, 1956, copy of such certificate is annexed to this report and forms part of this report. PARTICULARS OF CONSUMPTION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUT GO The company has no foreign exchange earnings and outgo. Since the Company does not have ally Manufacturing activities. the other particulars as required by Section 217(1)(e) of the Companies Act, 1956 read with Companies (Disclosure of particulars in file report of Board of Directors) Rules, 1988 are not applicable to the Company. BY ORDER OF THE BOARD Place : Mumbai Dated : 2ND AUGUST, 2004 DIRECTOR

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Mar 31, 1999

The Directors have pleasure in submitting their 17th Annual Report together with the audited statement of accounts for the year ended 31st March, 1999.

FINANCIAL HIGHLIGHTS

Amount (Rs.) Amount (Rs.) 1998-99 1997-98

(Loss)/Profit before provision for taxation (26,432) (7,948)

Deduct/Add :- Provision for Taxation - -

(Loss)/Profit after taxes (26,432) (7,948)

Deduct/Add : Profit & Loss Account

Balance brought forward 9,173 17,121

Balance carried forward (17,259) 9,173

DIVIDEND

In view of losses incurred during the year, the Directors do not recommend payment of any dividend for the year.

GENERAL

M/s. Asia Publishing House Ltd., M/s. Dharambir Manoharlal Ltd., M/s. Dharambir Manoharlal Properties Ltd., M/s. Steel Suppliers Ltd., and M/s. Dharam Estates & Investments Ltd. continued to be subsidiary Companies of the Company. Statement pursuant to Section 212 of the Companies Act, 1956 concerning the subsidiary companies is annexed herewith.

Inspite of all the efforts, the Company has still not been able to appoint a Secretary in accordance with the provisions of the Companies Act, 1956, since no suitable person is available for the post. The directors are still trying for the same.

The Company is an investment company and does not have that volume of business activities which warrants the introduction of an internal audit system.

DIRECTORS

Mrs. Vishakha A. Aggarwal and Mrs. Anita P. Aggarwal were appointed as Directors u/s 257 of the Companies Act, 1956 in the Extra Ordinary General Meeting held on 26th December, 1998.

Mrs. Phoolvati D. Aggarwal, a Director of the company expired during the year. The Board of Directors place on record the appreciation for services rendered by Mrs. Phoolvati D. Aggrwal during the tenure of her Directorship.

Shri Pawan D. Aggarwal and Mrs. Vishakha A. Aggarwal, Directors, retire by rotation at the ensuing Annual General Meeting and, being eligible, offer themselves for reappointment.

PERSONNEL

There were no employees drawing remuneration of more than Rs. 3,00,000/- per annum or Rs. 25,000/- per month if employed for part of the year and hence the information pursuant to Section 217(2A) of the Companies Act, 1956 read with the Companies (particulars of Employees) Rules, 1975 are not annexed.

AUDITORS

M/s. B.L. Sarda & Co., Chartered Accountants, retire at the ensuing Annual General Meeting and, being eligible, offer themselves for reappointment.

PARTICULARS OF CONSUMPTION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUT GO

The Company has no foreign exchange earnings and outgo. Since the Company does not have any Manufacturing activities, the other particulars as required by section 217(1) (e) of the Companies Act, 1956 read with Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988 are not applicable to the Company.