Key Decisions Approved

1. Unaudited Financial Results for the quarter ended June 30, 2026, with Limited Review Report of the Auditor under Regulation 33(3)(c) of SEBI (LODR) Regulations, 2015.

2. Appointment of Ms. Heena Khera (Membership No. A54058) as Company Secretary and Compliance Officer of the Company.

Meeting Details

The Board meeting commenced at 3:30 PM and concluded at 4:40 PM on August 12, 2026.

Financial Results (INR in Lakhs)

Quarter Ended June 30, 2026:

  • Total Income: ₹2,196.84
  • Total Expenses: ₹427.56
  • Employee benefits expense: ₹266.30
  • Finance Costs: ₹12.62
  • Depreciation and amortization: ₹7.31
  • Other expenses: ₹138.68
  • Profit before tax: ₹1,769.29
  • Tax Expense: ₹434.09
  • Current Tax: ₹434.09
  • Deferred Tax: ₹0.14
  • Profit for the period: ₹1,335.06
  • Other comprehensive income: (₹5.21)
  • Total comprehensive income: ₹1,329.85
  • Earnings per share (Basic and Diluted): ₹5.98

Comparative Figures (Quarter Ended June 30, 2025):

  • Profit before tax: ₹1,528.88
  • Profit for the period: ₹1,075.91
  • EPS: ₹4.82

Paid-up equity share capital: ₹1,116.42 lakhs (Face value ₹5 each)

Key Managerial Personnel Appointment

Ms. Heena Khera appointed as Company Secretary and Compliance Officer effective August 12, 2026.

  • Membership No.: A54058 (Associate Member of ICSI)
  • Qualifications: Company Secretary, Law Graduate, Bachelor of Commerce (B.Com.)
  • Experience: 10 years in handling secretarial and legal matters across different industry segments
  • Shareholding in company: NIL
  • Term: Not Applicable

Auditor's Qualified Review Report

Venkatesh & Co. (FRN: 004636S) issued a qualified review report with the following basis for qualified conclusion:

1. RRB Energy Limited Advance: Company advanced ₹2,918.05 lakhs in earlier years to RRB Energy Limited. Insufficient appropriate audit evidence provided regarding recoverability. No confirmation of balance provided. No impairment considered in financial results. Company has filed before NCLT, New Delhi seeking initiation of insolvency proceedings (Diary number/Year 0710102011012026).

2. Sanklecha Infra Projects Transaction: Regarding sale agreement with M/s Sanklecha Infra Projects Private Ltd, company has not recognized revenue in accordance with Ind AS 115. Possession of land handed over based on registered power of attorney. Construction completed by counterparty. Sum of ₹1,912 lakhs receivable. Value of inventory includes cost of this land which is not ascertainable. No confirmation of balance available.

Business Segment and Revenue Recognition

The company operates only in Real Estate business segment.

Revenue from Operations includes ₹2,191.11 lakhs recognized under Second Amended and Reinstated Joint Development Agreement dated August 6, 2025 with SPR Construction Pvt Ltd. Settlement was arrived through Special Committee headed by Hon'ble Retired Justice Bhaskar, which appointed two independent valuers.

Settlement bifurcated into:

  • Phase I: Up to 53.18 lakh sq. ft. of saleable area settled through lump sum payment after adjusting prior payments
  • Phase II: Balance saleable area (total contemplated 120 lakh sq. ft. including Premium FSI) to be developed under Area sharing model

For Phase-I, M/s. SPR Construction Pvt Ltd will settle additional ₹30,000 lakhs plus ₹62,351.95 lakhs as company's share. Settlement figures based on DCF valuation method.

Status of Settlement Scheme with M/s Mohan Breweries and Distilleries Limited (MBDL)

Approved by public shareholders on October 9, 2021:

a) Windmill Land of 850 Acres:

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

b) Chengalpet Land of 112.72 Acres:

  • Sale deed executed for entire land for ₹22,205.67 lakhs as per SAT directions to comply with SEBI Order dated July 31, 2024

c) Valasaravakkam Land of 12.43 Acres:

  • Company entered into JDA with M/s. Osian Construction Pvt Ltd for residential complex development
  • Estimated project revenue: ₹1,486 crores
  • Company's share: ₹693 crores

d) 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 FY2021-22 audited financials

Company states settlement scheme stands fully implemented/complied. Affidavit filed before SAT, hearing in progress.

Legal Proceedings

RRB Energy Limited Recovery:

  • Company initiated legal action under IBC for recovery of ₹22,918.05 lakhs principal plus ₹6,061.05 lakhs interest (24% p.a. simple interest)
  • RRB issued confirmation of balance for principal amount on July 17, 2021 (though crossed limitation period)
  • RRB consistently disclosed this liability in audited financials including FY2024-25
  • Application under Section 9 of IBC filed before NCLT, New Delhi
  • Matter heard on February 19, 2026 - application admitted, next hearing date: August 19, 2026

Sanklecha Infra Projects:

  • Balance consideration of ₹1,912.00 lakhs pending
  • Revenue recognition deferred until receipt of balance consideration
  • Sale deed to be executed upon receipt of full payment

Additional Information

  • Previous period figures regrouped/recast to conform to current period classification
  • Financial results reviewed by Audit Committee and approved by Board of Directors on August 12, 2026