Nature of Event

Regulatory disclosure intimating the 35th Annual General Meeting and seeking shareholder approvals through special resolutions for material related party transactions.

AGM Details

The 35th Annual General Meeting of D S Kulkarni Developers Limited is scheduled to be held on Thursday, 10th September 2026 at 11.30 a.m. IST through Video Conferencing/Other Audio Visual Means. The deemed venue is Sr. No 36/1/1, Office No.701, 7th Floor, Chordia Group, Baner, Pune 411045.

E-voting Arrangements

Remote e-voting period: 07th September 2026 (09:00 AM IST) to 09th September 2026 (05:00 PM IST) through NSDL (EVEN-140908). Cut-off date for determining voting rights: 04th September 2026. Scrutinizer: CS Saurabh Shukla of Saurabh Shukla & Associates.

Business to be Transacted

Ordinary Business:

1. To adopt Audited Standalone Financial Statements for year ended 31st March 2026 with Board's and Statutory Auditors' reports

2. To reappoint Sumit Ramesh Diwane (DIN: 10076052) who retires by rotation

Special Business (All requiring Special Resolutions):

3. Approval for material related party transaction with Classic Promoters and Builders Private Limited involving sale of property and loans/advances up to ₹500 crore

4. Approval for material related party transaction with Moonbrick Realty Private Limited (wholly owned subsidiary) involving sale of property and loans/advances up to ₹500 crore

5. Approval for material related party transaction with Ashdan Township Ventures Private Limited involving sale of property and loans/advances up to ₹500 crore

6. Approval for material related party transaction with Ashdan Township Holdings Private Limited involving sale of property and loans/advances up to ₹500 crore

Financial Performance Highlights (Standalone)

  • Revenue from Operations: Nil (Previous year: ₹7,550.00 lakh)
  • Other Income: ₹5,617.32 lakh (Previous year: ₹5,765.25 lakh)
  • Total Income: ₹5,617.32 lakh (Previous year: ₹13,315.25 lakh)
  • Loss before tax: ₹(36.45) lakh (Previous year: Profit ₹1,311.69 lakh)
  • Loss for the year: ₹(36.45) lakh (Previous year: Profit ₹1,311.69 lakh)
  • Basic and diluted EPS: ₹(0.36) (Previous year: ₹13.12)
  • No dividend recommended for FY 2025-26

Capital Structure

  • Authorized Share Capital: ₹50 crore (5 crore equity shares of ₹10 each)
  • Issued, Subscribed and Paid-up Capital: ₹10 crore (1 crore equity shares of ₹10 each)
  • Public shareholding: 5% after OFS completed in December 2025
  • Promoter shareholding: 95% under lock-in until 31st August 2027

NCD Details

  • Outstanding NCDs as on 31st March 2026: ₹44,186.31 lakh
  • Series I Retail NCD holders repaid ₹93.27 per NCD during FY 2025-26
  • Interest payment of 0.5% per annum paid to all Series I NCD holders

Corporate Insolvency Resolution Process Background

The Hon'ble NCLT allowed initiation of CIRP on 26th September 2019. Mr. Manoj Kumar Agarwal was appointed as IRP/RP. The resolution plan submitted by Ashdan Properties Private Limited, Classic Promoters & Builders Private Limited and Atul Builders was approved by NCLT Mumbai Bench vide Order No. CP (IB) NO. 1633/MB/CI/2019 dated 23rd June 2023 (certified copy received on 30th June 2023).

Monitoring Committee Composition

  • Representative of Secured Financial Creditors: Mr. Arun Mishra (SBI), Mr. Sanjit Sahoo (ACRE)
  • Representative of Successful Resolution Applicant: Mr. Sudheeran Ravindran, Mr. Siddhanth Jain (appointed 7th July 2026)
  • Insolvency Professional: Mr. Manoj Kumar Agarwal

Related Party Transaction Details

All proposed RPTs are for maximum aggregate value of ₹500 crore each for FY 2026-27, to be conducted at arm's length basis in ordinary course of business.

Classic Promoters and Builders Private Limited:

  • Relationship: Common Group Entity (Mr. Sumit Ramesh Diwane is director)
  • Shareholding: Holds one equity share of the Company
  • Previous transactions: Borrowings of ₹7,975.06 lakh in FY 2024-25
  • FY 2024-25 financials: Turnover ₹53,854.28 lakh, PAT ₹17.02 lakh, Networth ₹5,938.12 lakh
  • Proposed transaction value as % of related party's turnover: 92.84%

Moonbrick Realty Private Limited:

  • Relationship: Wholly Owned Subsidiary (acquired 100% on 13th July 2026)
  • No previous transactions as not incorporated during FY 2024-25

Ashdan Township Ventures Private Limited:

  • Relationship: Common Group Entity
  • FY 2024-25 financials: Turnover ₹22,697.52 lakh, PAT ₹7,534.12 lakh, Networth ₹(14,976.68) lakh
  • Proposed transaction value as % of related party's turnover: 220.29%

Ashdan Township Holdings Private Limited:

  • Relationship: Common Group Entity (Mr. Ayush Jhanwar is director)
  • Shareholding: Holds 94,99,994 equity shares of the Company
  • FY 2024-25 financials: Turnover Nil, PAT Nil, Networth Nil
  • Proposed transaction value as % of related party's turnover: 0%

Board and Management Changes

  • Ms. Sanjana Katlana resigned as Company Secretary and Compliance Officer effective 9th June 2026
  • Ms. Rishika Verma appointed as Company Secretary and Compliance Officer effective 7th July 2026
  • Board consists of 3 directors: Mr. Bhushan Vilas Palresha (Managing Director), Mr. Sumit Ramesh Diwane (Director), Ms. Pooja Praveen Shukla (Director)
  • No independent directors appointed yet

Regulatory Compliance Status

  • Minimum public shareholding requirement of 25% not met (currently at 5%)
  • Required board committees not constituted due to absence of independent directors
  • Shares were suspended from trading during FY 2025-26 but relisted on 3rd August 2026 after BSE/NSE approvals

Subsidiaries

  • Three historical subsidiaries (DSK Developers Corporation, DSK Woods LLC, DSK Infra Pvt Ltd) had investments written off due to unavailability of information
  • Moonbrick Realty Private Limited became wholly owned subsidiary on 13th July 2026

Auditors

  • Statutory Auditor: M/s A R T H A and Associates, Chartered Accountants (FRN: 138552W)
  • Secretarial Auditor: M/s Saurabh Shukla and Associates (PR No. 4027/2023)
  • Internal Auditor: CA Shreyas Shah, Chartered Accountant

Important Dates

  • AGM Date: 10th September 2026
  • E-voting period: 7th to 9th September 2026
  • Cut-off date for voting rights: 4th September 2026
  • Record date for notice dispatch: 14th August 2026

Website and Contact Information

  • Company website: www.dskcirp.com
  • Registrar and Share Transfer Agent: MUFG Intime India Private Limited
  • Scrutinizer email: cssaurabhmshukla@gmail.com
  • Investor grievance email: cs@solitaire.in

#Tags: #DSKulkarni #AGM2026 #RelatedPartyTransactions #SEBIDisclosure #NCLTResolution #FinancialResults #Negative