Key Financial Figures (₹ in Lakhs)

FY 2025-26 Performance:

  • Revenue from Operations: ₹8,633.14
  • Total Expenditure: ₹2,544.52
  • Profit Before Depreciation & Tax: ₹6,088.62
  • Depreciation: ₹56.72
  • Profit Before Tax: ₹6,031.90
  • Tax Expense: ₹1,380.00
  • Profit After Tax: ₹4,651.91
  • Other Comprehensive Income: ₹8.08
  • Total Comprehensive Income: ₹4,659.99
  • Basic & Diluted EPS: ₹20.84

FY 2024-25 Comparison:

  • Revenue from Operations: ₹7,038.51
  • Profit After Tax: ₹3,599.76

Operational Highlights

Revenue Composition: Revenue from operations consists of revenue recognized under the Second Amended and Reinstated Joint Development Agreement (JDA) dated 06.08.2025 amounting to ₹6,550.86 lakhs.

Joint Development Agreements:

1. SPR Construction JDA Resolution: Arbitration proceedings with SPR Construction Private Limited were fully settled through execution of Revised Joint Development Agreement (Second Amended & Reinstated JDA) on 06th August 2025 after shareholder approval under section 180 of Companies Act, 2013. The agreement covers 53.18 lakh sq. ft. of saleable area through lump sum payment and balance area through area sharing model out of total 120 lakh sq. ft.

2. Osian Constructions JDA: Executed on 03.03.2026 for 12.43 acres land at Valasaravakkam with estimated total revenue of ₹1,486 crores (Company's share: ₹693 crores). Developer to pay refundable security deposit of ₹50 crores. Model: Revenue sharing - Base FSI (50% each), Premium FSI (Company 27%, Developer 73%).

Legal and Regulatory Matters

SEBI Order Compliance: Company fully complied with SEBI's order dated 31st July 2024 by executing sale deeds for lands taken from Mohan Breweries & Distilleries Limited (MBDL):

  • 25-06-2025: 18.44 acres for ₹23.02 crore
  • 08-09-2025: 9.43 acres for ₹65.00 crore
  • 09-09-2025: 31.02 acres for ₹47.93 crore
  • 11-09-2025: 53.83 acres for ₹83.91 crore
  • Total: 112.72 acres for ₹219.86 crore consideration

Additionally, received ₹30.44 crores from sale of 850 acres windmill lands by MBDL (50 acres yet to be sold).

SAT Appeal: Appeal against SEBI order dated 31st July 2024 is pending before Securities Appellate Tribunal with interim stay granted.

SFIO Investigation: Ministry of Corporate Affairs ordered investigation by Serious Fraud Investigation Office vide order dated 23rd July 2024. Company has provided all details sought.

NCLT Proceedings: Company filed application under Section 9 of IBC against RRB Energy Limited for recovery of ₹2,918.05 lakhs plus interest (total ₹6,061.05 lakhs). Application admitted on 17.07.2026, next hearing on 19.08.2026.

Capital Structure

Share Capital:

  • Authorized: 2,28,20,000 equity shares of ₹5 each + preference shares
  • Issued, Subscribed & Paid-up: 2,23,19,410 equity shares of ₹5 each fully paid up (₹1,115.97 lakhs)
  • No change in share capital during the year

Promoter Shareholding (as on 31.03.2026):

  • Arvind Nandagopal: 1,08,12,110 shares (48.44%)
  • Arthos Breweries Limited: 16,15,017 shares (7.24%)
  • Saranga Investments: 41,25,691 shares (18.48%)
  • Total Promoter: 56.20%

Corporate Governance

Board Changes:

  • Resignation: Mr. Natarajan Prasanna (24th April 2025)
  • Removal: Mr. Rajeev Bakshi and Mrs. Jamuna (approved at 56th AGM on 31.12.2025)
  • Current Board: 8 Directors (1 Executive, 3 Non-Executive, 4 Independent)

Key Managerial Personnel:

  • Mr. Sudhir Anand appointed as Company Secretary & Compliance Officer (04.12.2025) and resigned (05.01.2026)
  • Mr. Nellandi Devan Yuvaraj appointed as CFO (01.08.2025)

Committee Meetings:

  • Board Meetings: 8 meetings during FY26
  • Audit Committee: 7 meetings
  • Nomination and Remuneration Committee: 2 meetings
  • Stakeholders Relationship Committee: 11 meetings

Auditors:

  • Statutory Auditors: M/s. Venkatesh & Co., Chartered Accountants (appointed for 5 years till 60th AGM)
  • Secretarial Auditor: RLS & Associates (Mr. Rajiblochan Sarangi) proposed for appointment for 5 years (FY26-FY30)

AGM Details

57th Annual General Meeting:

  • Date: Monday, 7th September 2026
  • Time: 12:00 Noon IST
  • Mode: Video Conferencing/Other Audio Visual Means
  • Venue: Registered Office at No.1, Cooks Road, Perambur, Chennai - 600012

Business Items:

1. Adoption of audited financial statements for FY 2025-26

2. Re-appointment of Mr. James Richard William (DIN: 06752954) as Director retiring by rotation

3. Appointment of RLS & Associates as Secretarial Auditor for 5 years (FY26-FY30)

Record Date: 31st August 2026

Book Closure: 5th September 2026 to 7th September 2026

Other Material Information

Dividend: No dividend recommended for FY 2025-26

CSR Obligation: ₹87.91 lakhs for FY26, spent ₹8.00 lakhs during the year

Pending Litigations:

  • GST disputes: ₹252.42 crore (FY2018-19 to FY2022-23)
  • Income Tax disputes: ₹167.44 crore (FY2013-14 to FY2022-23)
  • Wealth Tax disputes: ₹31.16 crore

Contingent Liabilities: ₹46,047.68 lakhs (claims not acknowledged as debts)

Related Party Transactions: Advances to associate Binny New Re Energy Limited: ₹263.11 lakhs

Auditor Qualifications

Statutory auditors issued qualified opinion regarding:

1. Advance of ₹2,918.05 lakhs to RRB Energy Limited - insufficient evidence for recoverability

2. Sale agreement with Sanklecha Infra Projects Private Limited - revenue recognition issues regarding ₹1,912 lakhs receivable

Market Information

Listing: BSE Limited (Scrip Code: 514215, ISIN: INE118K01011)

Market Price: Not available due to suspension of securities as per SEBI order dated 31st July 2024