Board Meeting Decisions

The Board of Directors at their meeting held on July 31, 2026 approved the following:

1. Audited Financial Results for the quarter and year ended March 31, 2026 with Declaration Pursuant to Regulation 33(3)(d) of SEBI (LODR) Regulations, 2015

2. Convening the 57th Annual General Meeting (AGM) on Monday, September 7, 2026 at 12:00 Noon IST through Video Conferencing/other Audio-Visual Means

3. Book Closure from Saturday, September 5, 2026 till Monday, September 7, 2026 (both days inclusive) for the AGM

4. Approval of the Notice of the 57th AGM and proposed resolutions for year ended March 31, 2026

5. Director's report, Corporate Governance Report along with Management Discussion and Analysis Report for year ended March 31, 2026

6. Appointment of RLS & Associates, represented by its Proprietor Mr. Rajiblochan Sarangi, Company Secretary in Practice, as Secretarial Auditor for 5 years subject to shareholder approval

7. Appointment of Mr. P. Sriram, Practicing Company Secretary (Membership No. 4862 & COP No. 3310) Partner, SPNP & Associates, as Scrutiniser for the 57th AGM

8. Convening a Board Meeting on August 12, 2026 to consider and approve Unaudited Financial Results for Quarter ending June 30, 2026

9. Discussion on trading suspension due to non-filing of updated audited financials

10. Appointment of consultant to coordinate with BSE for revocation of trading suspension with aim to complete process before October 31, 2026

Financial Results Overview

Income Statement (Year Ended March 31, 2026)

  • Revenue from operations: ₹6,550.86 lakhs (FY25: ₹8,298.91 lakhs)
  • Other Income: ₹487.64 lakhs (FY25: ₹334.22 lakhs)
  • Total Income: ₹7,038.51 lakhs (FY25: ₹8,633.14 lakhs)
  • Profit before exceptional items: ₹5,104.77 lakhs (FY25: ₹6,031.90 lakhs)
  • Exceptional Items: None
  • Profit before tax: ₹5,104.77 lakhs (FY25: ₹6,031.90 lakhs)
  • Tax Expense: ₹1,505.00 lakhs (Current: ₹1,237.21 lakhs, Prior Year: ₹157.90 lakhs, Deferred: ₹109.89 lakhs)
  • Profit for the year: ₹3,599.76 lakhs (FY25: ₹4,651.91 lakhs)
  • Other Comprehensive Income: ₹24.68 lakhs
  • Total Comprehensive Income: ₹3,624.44 lakhs
  • Earnings Per Share (Basic & Diluted): ₹16.13 (FY25: ₹20.84)
  • Paid-up equity share capital: ₹1,415.97 lakhs (Face value ₹5 each)

Balance Sheet (As at March 31, 2026)

  • Total Assets: ₹84,600.80 lakhs (FY25: ₹81,312.56 lakhs)
  • Non-current assets: ₹4,865.86 lakhs (Property, plant and equipment: ₹143.73 lakhs, Financial assets: ₹631.57 lakhs, Deferred tax asset: ₹1,315.57 lakhs, Other non-current assets: ₹2,774.99 lakhs)
  • Current assets: ₹79,734.94 lakhs (Inventories: ₹75,008.98 lakhs, Cash and cash equivalents: ₹56.23 lakhs, Other financial assets: ₹14.52 lakhs, Current tax assets: ₹601.83 lakhs, Other current assets: ₹4,051.99 lakhs)
  • Total Liabilities: ₹36,196.98 lakhs
  • Non-current liabilities: ₹394.27 lakhs (Other financial liabilities: ₹390.00 lakhs, Provisions: ₹4.27 lakhs)
  • Current liabilities: ₹35,802.71 lakhs (Borrowings: ₹5.14 lakhs, Other financial liabilities: ₹389.62 lakhs, Other current liabilities: ₹29,150.32 lakhs, Provisions: ₹35.80 lakhs, Current tax liabilities: ₹6,221.82 lakhs)
  • Net Worth: ₹48,403.83 lakhs

Audit Qualifications and Management Response

The auditor, Venkatesh & Co., issued a qualified opinion with two main qualifications:

Qualification A: Recoverability of Advances

  • The company advanced ₹2,918.05 lakhs to RRB Energy Limited in earlier years
  • Insufficient audit evidence supporting recoverability; no balance confirmation provided
  • No impairment considered in financial results
  • Company filed application under Section 9 of IBC before NCLT, New Delhi (Diary number/Year 0710102011012026)
  • Application heard on February 19, 2026; tribunal admitted application, next hearing August 19, 2026

Management's View:

  • Legal action initiated under IBC for recovery of ₹2,918.05 lakhs plus simple interest at 24% p.a. (aggregating ₹6,061.05 lakhs)
  • RRB issued confirmation of balance for principal amount dated July 17, 2021
  • RRB consistently disclosed this liability in audited financial statements including FY25
  • Such disclosures constitute legal acknowledgment of debt

Qualification B: Non-recognition of Revenue

  • Sale Agreement with M/s Sanklecha Infra Projects Private Ltd
  • Revenue not recognized in accordance with Ind AS 115
  • Possession handed over based on registered power of attorney; construction completed
  • ₹1,912 lakhs receivable; inventory includes cost of land not ascertainable
  • No confirmation of balance available

Management's View:

  • Sanklecha Infra has obligation to pay balance consideration of ₹1,912.00 lakhs
  • Revenue will be recognized immediately upon receipt of balance consideration
  • Sale deed will be executed upon payment

Impact of Audit Qualifications

| Financial Item | As Reported | If Qualifications Adjusted |

| Net Profit/(loss) before exceptional items | 5,104.77 | 4,098.72 |

| Net Profit/(loss) | 5,104.77 | 4,098.72 |

| Earnings Per Share | 16.13 | 16.05 |

| Total Assets | 84,600.80 | 84,600.80 |

| Total Liabilities | 36,196.98 | 36,196.98 |

| Net Worth | 48,403.83 | 48,403.83 |

Business Segment and Revenue Recognition

  • Company operates only one segment: Real Estate Business
  • Revenue from Operations consists of revenue recognized under Second Amended and Reinstated Joint Development Agreement dated August 6, 2025: ₹6,550.86 lakhs
  • Settlement arrived through Special Committee headed by Hon'ble Retired Justice Bhaskar
  • Settlement bifurcated into two components:
  • Phase I: Up to 53.18 lakh sq. ft. settled through lump sum payment after adjusting prior payments
  • Phase II: Balance saleable area (total contemplated 120 lakh sq. ft.) under area sharing model
  • M/s. SPR Construction Pvt Ltd to settle additional ₹30,000 lakhs plus company's share of ₹62,351.95 lakhs
  • Valuation using Discounted Cash Flow (DCF) method

Implementation Status of Settlement Scheme with M/s. Mohan Breweries and Distilleries Limited

Windmill Land (850 Acres)

  • 800 acres sold for ₹31 crores; amounts received
  • Balance 50 acres under sale

Chengalpet Land (112.72 Acres)

  • Sale deed executed for entire land for ₹22,205.67 lakhs as per SAT directions

Valasaravakkam Land (12.43 Acres)

  • Joint Development Agreement with M/s. Osian Construction Pvt Ltd, Chennai
  • Estimated project revenue: ₹1,486 crores
  • Company's share: approximately ₹693 crores

Advances to Unrelated Vendors (₹28,530 lakhs)

  • Transferred/assigned to MBDL and adjusted against:
  • Redemption of 9% Preference share capital: ₹11,722.00 lakhs
  • Arrears of Cumulative dividend up to June 30, 2021: ₹15,141.00 lakhs
  • Entries passed and advances shown as squared/recovered in FY22
  • Company considers settlement scheme fully implemented
  • Affidavit filed before SAT; hearing in progress

Trading Status and Compliance

  • Trading suspended on BSE due to non-filing of updated audited financials
  • Company aims to complete revocation process before October 31, 2026
  • Consultant to be appointed for coordination with BSE
  • With adoption of FY26 audited financials and board meeting scheduled for Q1 FY27 results, compliance being addressed

Additional Appointments

  • RLS & Associates appointed as Secretarial Auditor for 5 years (FY2025-26 to 2029-30)
  • Mr. P. Sriram appointed as Scrutiniser for 57th AGM

Cash Flow Highlights

  • Net cash generated by operating activities: ₹234.22 lakhs
  • Net cash used in investing activities: ₹149.62 lakhs
  • Net cash used in financing activities: ₹380.58 lakhs
  • Net increase in cash and cash equivalents: ₹3.26 lakhs
  • Cash and cash equivalents at year-end: ₹56.23 lakhs