Board Meeting Outcomes

The Board of Directors meeting held on Tuesday, May 26, 2026, approved the following:

A. Annual Audited Financial Results

  • Approved audited financial results for the quarter and year ended March 31, 2026
  • Results were reviewed by the Audit Committee in its meeting held on May 26, 2026
  • Statutory Auditors M/s Mehta Chokshi & Shah LLP issued an audit report with modified opinion
  • Extract of financial results to be published in newspapers as per Listing Regulations

B. Fraudulent Conduct Disclosure

  • Identified alleged fraudulent and unauthorized acts involving Mr. Vishnu Prasad Muddana, former authorized representative
  • Mr. Muddana served as Chief Financial Officer of Oswal Agro Mills Limited (Group Company) from January 28, 2025 to July 07, 2025
  • Related to proposed property transaction concerning Company's land at Rishra Village, Serampore, District Hooghly, West Bengal
  • Estimated financial impact: ₹14.58 Crores
  • Company completed preliminary investigation and obtained supporting evidence on May 25, 2026
  • Company has issued legal notice and initiated appropriate legal proceedings
  • Matter reported to appropriate authorities

Financial Results Summary (Standalone)

Year Ended March 31, 2026:

  • Total Income: ₹10,549.31 lakh
  • Total Expenses: ₹16,791.17 lakh
  • Loss before tax: ₹(5,921.47) lakh
  • Exceptional items: ₹10,122.19 lakh (provision for inter-corporate deposits)
  • Loss after tax: ₹(6,241.86) lakh
  • Other Comprehensive Loss: ₹(11,608.91) lakh
  • Total Comprehensive Loss: ₹(17,850.77) lakh
  • Basic EPS: ₹(2.43)
  • Diluted EPS: ₹(2.43)
  • Paid-up equity share capital: ₹25,680.92 lakh (face value ₹10 each)
  • Other equity: ₹2,12,780.21 lakh

Quarter Ended March 31, 2026:

  • Total Income: ₹3,435.09 lakh
  • Total Expenses: ₹1,674.44 lakh
  • Profit before tax: ₹1,760.65 lakh
  • Exceptional items: ₹10,122.19 lakh
  • Loss before tax: ₹(8,361.54) lakh
  • Loss after tax: ₹(8,315.70) lakh
  • Basic EPS: ₹(3.24)
  • Diluted EPS: ₹(3.24)

Segment Performance (Year Ended March 31, 2026):

  • Real Estate Revenue: ₹1,983.43 lakh, Segment Result: ₹(1,065.36) lakh
  • Investment Activities Revenue: ₹4,219.34 lakh, Segment Result: ₹527.41 lakh
  • Unallocated Revenue: ₹2,346.54 lakh, Segment Result: ₹3,394.58 lakh

Assets and Liabilities (As at March 31, 2026)

  • Total Assets: ₹2,42,217.79 lakh
  • Non-current Assets: ₹1,44,967.71 lakh
  • Current Assets: ₹97,250.08 lakh
  • Total Equity: ₹2,38,461.13 lakh
  • Non-current Liabilities: ₹451.01 lakh
  • Current Liabilities: ₹3,305.65 lakh

Exceptional Item - Provision for Inter-Corporate Deposit

  • Full provision of ₹74.22 crore for ICD (including interest) to Uppal Chadha Hi-Tech Developers Private Limited
  • Full provision of ₹27.00 crore for real estate advance to SAS Servizio Private Limited
  • Total exceptional provision: ₹101.22 crore
  • Reason: Complete absence of repayment and overall uncertainty regarding recoverability
  • Company continues to pursue all available remedies for recovery

Land Dispute at Rishra Village, West Bengal

  • Company holds leasehold rights over approximately 13.45 acres of land
  • Agreement of Conveyance executed with RSV Construction Private Limited for ₹16.20 Crores
  • Advance of ₹1.62 Crores received from RSV and classified as current liability
  • Agreement terminated after resignation of authorized representative
  • Former representative allegedly trespassed and undertook unauthorized activities
  • Company filed criminal complaint at Serampore Police Station, West Bengal
  • No revenue recognized from this agreement
  • Management believes company has strong legal position

Audit Qualifications

Statutory Auditors Mehta Chokshi & Shah LLP issued qualified opinion due to:

A. Arbitration Award

  • Dispute relating to interest charged on Inter Corporate Deposits during COVID period
  • Arbitration award of ₹971.70 lakh passed in favor of company against total claim of ₹4,721.23 lakh
  • Shortfall of ₹3,749.53 lakh
  • Company has challenged arbitration award at Hon. High Court of New Delhi
  • Consequently, interest income understated by ₹424.91 lakh (PY: ₹424.56 lakh)
  • Current assets understated by ₹1,175.46 lakh (PY: ₹750.55 lakh)

B. Non-conformity & Uncertainty of ICD and Real Estate Advances

  • ICDs and real estate advances aggregating ₹12,267.68 lakh outstanding as of March 31, 2026
  • Advances subject to confirmation from counterparties, not received as of report date
  • Unable to verify outstanding balances, accrued interest receivable, and repayment terms
  • Unable to determine whether adjustment required for recoverability
  • Possible effect on financial statements not determinable

Emphasis of Matter

Auditors drew attention to:

1. Provisioning of ₹101.22 crore for ICD and real estate advance

2. Fraud on company by former employee regarding land transaction

Notes to Financial Results

  • Company recognizes Real Estate and Investing activities as separate business segments
  • Figures for quarters are balancing figures between audited full year and reviewed YTD figures
  • Dispute regarding interest on ICD with one borrower for COVID period
  • Company invoked arbitration clause, decided not to charge further interest pending proceedings
  • Interest income and current assets understated by ₹424.91 lakh and ₹1,175.46 lakh respectively
  • Results comply with Indian Accounting Standards (Ind-AS)
  • EPS not annualized for quarters
  • Previous period figures re-grouped/re-arranged where necessary