DS Kulkarni Developers Ltd

Promoter transfer completion

• Transfer of 9,499,994 equity shares from APPL to ATHPL completed; delay due to NCLT/CIRP.
• Trading approvals granted by BSE/NSE on 31 July 2026; trading effective 3 August 2026.
• Shares transferred from APPL to ATHPL on 20 August 2026 under the earlier disclosure.
• This transfer completes the previously disclosed transaction; not a fresh deal.
• Inter-se transfer among promoter group under SEBI ICDR reg 168(2).
• Lock-in restrictions remain until 31 August 2027.
• Rights vested in acquirer; reflected in regular exchange filings.

Event details

• Transfer of 9,499,994 shares from APPL to ATHPL completed.
• Trading approvals obtained July 31, 2026; trading effective August 3, 2026.
• Transfer executed August 20, 2026; completes previously disclosed transaction.
• Inter-se transfer among promoter group under SEBI ICDR 168(2).
• Lock-in applicable through August 31, 2027.
• Earlier suspension due to NCLT/CIRP; rights vested in acquirer in filings.

AGM Details

• Date/time/mode: 10 Sep 2026, 11:30 AM IST, VC/OAVM.
• Remote e-voting: 7–9 Sep 2026; cut-off date: 4 Sep 2026.
• Notice and Annual Report available on company website and stock exchanges.

Resolutions

• Ordinary: Adopt standalone financial statements for year ended Mar 31, 2026.
• Ordinary: Re-appoint Sumit R. Diwane, retiring by rotation.
• Special: Approve CP&BPL related party transaction; cap Rs 500 Cr; sale of property.
• Special: Approve sale of property to Moonbrick Realty; cap Rs 500 Cr.
• Special: Approve ATVPL related party transaction; aggregate value may exceed threshold.
• Special: Approve ATHPL related party transaction; aggregate value may exceed threshold.

Voting Results

• Voting outcomes for each resolution are not disclosed in the filing.
• Results to be announced at the AGM.

Dividend

• Dividend for FY2025-26: not recommended or declared.

Director Changes

• Sumit R. Diwane to retire by rotation and be considered for re-appointment.

Auditors

• Statutory Auditor: ARTHA and Associates; tenure till 36th AGM (FY2027).
• Secretarial Auditor: Saurabh Shukla & Associates; 5-year term to FY2029-30.
• Internal Auditor: CA Shreyas Shah appointed for FY2025-26.

Material Related Party Transactions

• CP&BPL: sale of property; RPT up to Rs 500 Cr.
• Moonbrick Realty: sale of property; RPT up to Rs 500 Cr.
• Ashdan Township Ventures: RPT; aggregate value may exceed threshold.
• Ashdan Township Holdings: RPT; aggregate value may exceed threshold.

Governance / Board Status

• No Independent Directors on board as of Mar 31, 2026; recruitment in progress.
• Board committees not formed yet; to be formed after independent directors are appointed.
• Managing Director waived remuneration for FY2025-26.

AGM Details

• 35th AGM on 10 September 2026 at 11:30 IST via VC/OAVM
• Remote e-voting from 07 Sept 2026 09:00 to 09 Sept 2026 17:00
• Cut-off date for voting eligibility: 04 Sept 2026
• Notice and Annual Report available on the company website

Resolutions

• Adopt standalone financial statements for year ended 31 March 2026
• Re-appoint Sumit Ramesh Diwane, retiring by rotation
• Approve RPT with CP&BPL up to Rs 500 crore
• Approve RPT with Moonbrick Realty Private Limited up to Rs 500 crore
• Approve RPT with Ashdan Township Ventures Private Limited up to Rs 500 crore
• Approve RPT with Ashdan Township Holdings Private Limited up to Rs 500 crore

Dividend

• Dividend not proposed for the year

Directors & Governance

• No independent directors on board; appointment of independents in process
• Sumit Ramesh Diwane to retire by rotation; re-appointment sought

Auditors

• Statutory Auditor: ARTHA & Associates; tenure to 36th AGM (2027)
• Secretarial Auditor: Saurabh Shukla & Associates; 5-year term (2025-2030)
• Internal Auditor: CA Shreyas Shah; appointed for FY 2025-26

Material Related Party Transactions

• CP&BPL: sale of property and related party transactions up to Rs 500 crore
• Moonbrick Realty Private Limited: sale of property up to Rs 500 crore
• Ashdan Township Ventures Private Limited: sale of property up to Rs 500 crore
• Ashdan Township Holdings Private Limited: sale of property up to Rs 500 crore

Other Approvals / Corporate Actions

• OFS completed; promoter shareholding at 5%; listing of 1 crore shares approved; trading started Aug 3, 2026
• Moonbrick became wholly owned subsidiary on 13 July 2026
• 5% promoter lock-in until 31 Aug 2027

Financial results and reports

• Un-audited standalone Q1 FY2026-27 results approved.
• Board's Report for year ended 31 March 2026 approved.
• Limited Review Report by auditors attached.

Key appointments

• Appointed Sudheeran Ravindran as CEO and KMP; effective 14 August 2026.
• Appointed Siddhanth Jain as Chief Legal Officer.
• Appointed CA Shreyas Shah as Internal Auditor for FY 2026-27.

AGM, e-voting, and governance

• 35th AGM to be held on 10 September 2026 via VC/OAVM.
• Cut-off date for remote e-voting fixed at 04 September 2026.
• NSDL to conduct e-voting.
• Scrutinizer appointed: M/s Saurabh Shukla & Associates.
• Authorization for material related party transactions with four entities.
• Omnibus approval for related party transactions.
• Policies reviewed.

Moonbrick acquisition and capitalization actions

• Moonbrick Realty Private Limited acquisition completed; Moonbrick becomes wholly owned subsidiary.
• Acquired Moonbrick via SPA; completion date July 13, 2026.
• Listing approvals obtained for 100 lakh equity shares; BSE/NSE listing.

Auditor remarks and notes

• Independent Auditor’s Review Report attached; no material misstatement observed.

Meeting Details

• Board meeting scheduled for Aug 14, 2026; time and venue not disclosed.

Key Agenda Items

• Consider unaudited standalone financial statements for quarter ended June 30, 2026 with Limited Review Report.
• Board’s Report for year ended March 31, 2026 with annexures.
• Appoint CA Shreyas Shah as Internal Auditor for FY 2026-27.
• Appoint Sudheeran Ravindran as Chief Executive Officer.
• Appoint Siddhanth Jain as Chief Legal Officer.
• Convene 35th AGM and approve the draft notice.
• Appoint agency for conducting e-voting.
• Appoint M/s Saurabh Shukla & Associates as AGM Scrutinizer.
• Material related party transactions with Classic Promoters and Builders Private Limited.
• Material related party transactions with Moonbrick Realty Private Limited, a wholly owned subsidiary.
• Material related party transactions with Ashdan Township Ventures Private Limited.
• Omnibus approval for Related Party Transactions.
• Review policies of the Company.