Financial Performance Highlights

Standalone Financials (₹ in Lakhs)

  • Revenue from operations: ₹5,957.75 (FY25: ₹8,126.58)
  • Other income: ₹2,830.87 (FY25: ₹1,260.85)
  • Total income: ₹8,788.62 (FY25: ₹9,387.43)
  • Total expenses: ₹10,202.70 (FY25: ₹11,588.73)
  • Loss before tax: ₹(1,414.08) (FY25: ₹(2,201.30))
  • Tax expense: ₹(4.92) credit (FY25: Nil)
  • Loss for the year: ₹(1,409.16) (FY25: ₹(2,201.30))
  • Basic and diluted EPS: ₹(1.00) per share (FY25: ₹(1.60))

Consolidated Financials (₹ in Lakhs)

  • Total income: ₹8,790.61 (FY25: ₹9,930.74)
  • Loss for the year: ₹(842.98) (FY25: ₹(2,826.89))
  • Basic and diluted EPS: ₹(0.60) per share (FY25: ₹(2.05))

Key Financial Position (as at March 31, 2026)

  • Total Assets: ₹113.34 crore
  • Total Liabilities: ₹74.03 crore
  • Net Worth: ₹39.31 crore
  • Equity Share Capital: ₹14.10 crore (140,959,480 equity shares of ₹1 each)
  • Borrowings: ₹8.16 crore
  • Cash and Cash Equivalents: ₹3.38 crore

Material Events and Transactions

Amalgamation of Subsidiaries

  • Hon'ble NCLT, New Delhi Bench sanctioned the Scheme of Amalgamation of five wholly-owned subsidiaries (Abhipra Trading Private Limited, Graphic Research Consultants India Private Limited, United Buildwell Private Limited, Vineeta Trading Private Limited and Vipul Eastern Infracon Private Limited) with the Company effective April 1, 2022 (Appointed Date).
  • Order dated April 17, 2026, received on April 22, 2026. Scheme became effective on filing with ROC on May 15, 2026.
  • Financial statements prepared giving effect to the Scheme with previous year figures restated.
  • Exception: Revenue and project costs from Joint Development Agreement for Lavanya Project recognized in FY26 only, not from appointed date.

Preferential Allotment of Warrants

  • Allotted 8,89,00,000 fully convertible warrants at ₹9.20 per warrant on February 27, 2026, aggregating ₹81,78,80,000.
  • Received 25% of issue price (₹20,44,70,000) disclosed as "Money received against share warrants" under Other Equity.
  • Balance 75% payable at time of conversion. Warrants convertible into equity shares within 18 months from allotment date.

Managing Director's Arrest

  • Mr. Punit Beriwala, Managing Director, CEO & CFO, was arrested by Economic Offences Wing, Gurugram on February 27, 2026 in connection with FIR No. 322 of 2025.
  • He remained in judicial custody until granted bail by Punjab & Haryana High Court on June 5, 2026.
  • Company stated proceedings are personal and operations continue normally.

Delay in Financial Results

  • Due to the above circumstances, the Company could not convene Audit Committee and Board meetings within timelines prescribed under Regulation 33 of SEBI LODR for approval of audited financial results for Q4/FY26 and unaudited results for Q1 FY27.
  • Results for March 31, 2026 were approved by Board on September 29, 2026.

Proposed Merger

  • Board accorded in-principle approval for merger of six wholly owned subsidiaries (URR Housing & Construction Private Limited, Ritwiz Builders & Developers Private Limited, Entrepreneurs Calcutta Private Limited, Vipul Hospitality Limited, Bhatinda Hotels Limited, and Vipul Southern Infracon Limited) with the Company under Section 233 of Companies Act, 2013.

Material Financial Details

Contingent Liabilities (₹ in crore)

  • Claims not acknowledged as debts: ₹5.86 (Income tax/TDS demands, service tax, VAT, GST disputes)
  • Outstanding Bank Guarantees: ₹4.07
  • Other Commitments: ₹2.67
  • Corporate Guarantee: ₹35.32
  • Lien marked on bank accounts: ₹2.45

Receivables and Advances Subject to Uncertainty

  • Project advances to Flying Fox Private Limited: ₹64.15 crore (no impairment provided, entity's net worth eroded)
  • Project advances for Amritsar Project: ₹35.89 crore (subject to ongoing litigation)
  • Advance to Vipul Karamchand SEZ Private Limited (associate): ₹10.81 crore (project on hold due to regulatory issues)
  • Advance to Shri Kamala Priya Auto and General Agencies: ₹22.00 crore (company struck off, 50% provision made)
  • Various loans and advances: ₹147.30 crore (terms of recovery being finalized)

Arbitral Award Receivable

  • Income recognized pursuant to Arbitral Award and interest under MDA Agreement: ₹21.07 crore
  • Included in trade receivables from Solitaire Ventures Pvt. Ltd. and Tanamera Developments Private Limited
  • ₹14.87 crore yet to be recovered from Tanamera Developments Private Limited
  • Company Petition filed under Sections 241-242 of Companies Act, 2013 before NCLT
  • Interim order dated December 10, 2025 restraining Tanamera from selling/encumbering assets

Auditor Reports and Qualifications

Statutory Auditors (M/s. JSUS & Associates):

Qualified Opinion on Standalone Financial Statements:

1. Project advances recoverability: ₹2,400 lakhs recoverable from Shri Kamala Priya Auto and General Agencies Private Limited (₹2,200 lakhs) and Mallipudi Anand (₹200 lakhs). Company made 50% provision (₹1,200 lakhs). Recovery of balance uncertain as company struck off from ROC.

2. Advance to Flying Fox Private Limited: ₹6,414.80 lakhs as project advance under Other Financial Assets. Entity's net worth eroded but no impairment provision recognized.

3. Amritsar Project advances: ₹3,588.50 lakhs under litigation. Recovery doubtful but no impairment provision recognized.

4. Loans and advances: ₹14,730.11 lakhs included in current assets. Terms and conditions for recovery being finalized. No impairment recognized.

5. Trade receivables: Certain trade receivables not confirmed as under reconciliation.

6. ICD agreements: Outstanding ICDs aggregating ₹6,902.97 lakhs. Agreements and supporting documentation not executed/available. Interest computed based on management information.

Disclaimer of Opinion:

1. Advance to associate: ₹1,080.66 lakhs advanced to Vipul Karamchand SEZ Private Limited for project on hold due to regulatory issues. Unable to express opinion on recoverability.

2. Interest non-provision: Not provided interest expense on certain ICDs (₹1,582.28 lakhs) and on advances from customers as negotiations for settlement under process. Unable to express opinion due to lack of agreements.

Secretarial Auditors (M/s. AVA Associates):

Reported non-compliances including:

  • Board composition not meeting minimum director requirement after resignations
  • Delay in disclosure of sale of stake in associate company
  • Penalties imposed by NSE and BSE for non-compliance with Regulation 17(1) (board composition) and Regulation 33 (delay in financial results)
  • Freezing of promoter shareholding by BSE for continued non-compliance

Corporate Governance and Board Changes

Director Changes During FY26:

  • Ms. Vishaka Beriwala resigned as Non-Executive Non-Independent Director w.e.f. September 23, 2025
  • Mr. Rajeev Gupta resigned as Non-Executive Independent Director and Chairperson w.e.f. June 4, 2026 (after year-end)
  • Mr. Dipesh Jasvantlal Shah and Mr. Sunil Gupta appointed as Additional Directors (Independent) w.e.f. June 26, 2026

Current Board Composition (as on date of report):

  • Mr. Punit Beriwala (Managing Director, CEO & CFO) - Executive Director
  • Mr. Ajay Arjit Singh (Independent Director)
  • Mr. Sanjay Sood (Independent Director)
  • Ms. Dolly Singhal (Independent Director)
  • Mr. Dipesh Jasvantlal Shah (Additional Director - Independent)
  • Mr. Sunil Gupta (Additional Director - Independent)

AGM Details

  • Date: November 12, 2026 at 11:00 AM
  • Mode: Video Conferencing/Other Audio Visual Means (no physical attendance)
  • Deemed venue: Registered Office - B-57, LGF, South Extension Part-II, New Delhi-110049
  • Book closure: November 5, 2026 to November 12, 2026
  • E-voting period: November 7, 2026 (9:00 AM) to November 11, 2026 (5:00 PM) through NSDL

AGM Agenda Items:

Ordinary Business:

1. Adoption of audited standalone financial statements for FY26

2. Adoption of audited consolidated financial statements for FY26

3. Re-appointment of Mr. Punit Beriwala as director retiring by rotation

Special Business:

4. Ratification of remuneration of ₹80,000 plus taxes and expenses payable to Cost Auditors M/s. Vijender Sharma & Co. for FY27

5. Appointment of Mr. Dipesh Jasvantlal Shah as Independent Director for term November 12, 2026 to November 11, 2031

6. Appointment of Mr. Sunil Gupta as Independent Director for term November 12, 2026 to November 11, 2031

7. Re-appointment of Mr. Ajay Arjit Singh as Independent Director for second term November 12, 2026 to November 11, 2031

Going Concern Assessment

Management asserts going concern status based on:

1. Expected realization of inventory under Joint Development Agreement with Tulip Infratech (₹29.07 crore carrying value)

2. Expected recovery of balance proceeds from Arbitral Award (₹14.87 crore)

3. Continued support from promoters and lenders

Legal and Regulatory Matters

1. NSE and BSE penalties: Fines imposed for non-compliance with Regulation 33 (delay in submission of audited financial results for FY25) and Regulation 17(1) (board composition requirements).

2. ROC communications: Received communications dated August 22, 2026 and September 1, 2026 seeking clarifications regarding CSR compliance for FY2020-21 and FY2021-22.

3. NCLT order: In Company Petition No. 205/ND/2025 against Tanamera Developments Private Limited, NCLT directed maintenance of status quo and restrained disposal of assets vide order dated December 10, 2025.

4. AGM extension: Registrar of Companies, NCT of Delhi & Haryana granted extension of three months under Section 96(1) of Companies Act, 2013 for holding AGM for FY26, up to December 30, 2026.

Other Disclosures

  • CSR: Company not required to spend on CSR as it did not meet criteria under Section 135(1) of Companies Act, 2013
  • Sexual harassment: No complaints received during the year under POSH Act
  • Employee strength: 49 male employees, no female or transgender employees as of March 31, 2026
  • Green initiative: Annual Report sent electronically to members with registered email addresses
  • Subsidiaries: 6 subsidiary companies (including all wholly owned) as of March 31, 2026
  • Associates: 4 associate companies as of March 31, 2026
  • Divestment: Divested 50% stake in High Class Projects Limited for ₹4.38 crore, converting it from subsidiary to associate w.e.f. June 20, 2025