Keystone Realtors Ltd

Keystone Realtors Ltd: Closure of trading window from Oct 1, 2026 till the end of 48 hours after the declaration of un-audited Standalone & Consolidated Financial Results for the quarter and half year ending on September 30, 2026

ESOP Allotment

• Stakeholders Relationship Committee approved allotment of 73,148 Equity Shares under ESOP Scheme on Sept 29, 2026.
• Shares rank pari-passu with existing equity shares.

Auditor Change

• AGM approves appointment of M/s Walker Chandiok & Co. LLP as Statutory Auditors for five years.
• Previous auditor Price Waterhouse Chartered Accountants LLP completed second term at the 31st AGM.
• Appointment takes effect from the conclusion of the 31st AGM to the 36th AGM.
• Details per SEBI circular provided in Annexure A.

AGM Details

• Date/time/mode: 18 Sep 2026, 4:00 PM IST, via VC/OAVM.
• Concluded at 5:11 PM IST.
• Voting eligibility cut-off: 11 Sep 2026.
• Notice sent electronically on 25 Aug 2026.
• Remote e-voting window: 14–17 Sep 2026.

Resolutions & Outcomes

• Res 1 (Ord): Adopt standalone financials for FY2026; 99.99% in favour.
• Res 2 (Ord): Adopt audited consolidated financials for FY2026; 99.99% in favour.
• Res 3 (Ord): Re-appoint Percy Chowdhry as Director (retiring); 99.86% in favour.
• Res 4 (Ord): Appoint Statutory Auditor; 99.99% in favour.
• Res 5 (Ord): Ratify Cost Auditor remuneration for FY2026-27; 99.99% in favour.
• Res 6 (Ord): Re-appoint Boman Irani as Chairman and MD; 99.97% in favour.
• Res 7 (Special): Approve remuneration of Boman Irani as CMD; 99.57% in favour.
• Res 8 (Ord): Re-appoint Chandresh Mehta as Executive Director; 99.94% in favour.
• Res 9 (Special): Remuneration of Chandresh Mehta, Executive Director; 99.80% in favour.
• Res 10 (Ord): Re-appoint Percy Chowdhry as Executive Director; 99.86% in favour.
• Res 11 (Special): Remuneration of Percy Chowdhry, Executive Director; 99.57% in favour.
• Res 12 (Special): Re-appoint Ramesh Tainwala as Non-Executive Independent Director; 91.66% in favour.
• Res 13 (Special): Re-appoint Rahul Divan as Non-Executive Independent Director; 99.99% in favour.
• Res 14 (Special): Re-appoint Seema Mohapatra as Non-Executive Independent Director; 99.99% in favour.
• Res 15 (Special): Approve commission payable to Non-Executive Directors; 99.99% in favour.
• Res 16 (Special): Authorize borrowings via Non-Convertible Debentures/Bonds; 99.99% in favour.

AGM Details

• Date/time: 18 September 2026, 4:00 PM IST; mode: VC/OAVM.
• Cut-off for voting eligibility: 11 September 2026.
• Proceedings concluded at 5:11 PM after the voting window.

Key Resolutions

• Adopt standalone financial statements for FY 2025-26 (Ordinary).
• Adopt consolidated financial statements for FY 2025-26 (Ordinary).
• Re-appoint Percy Chowdhry as Director (retires by rotation).
• Appoint Statutory Auditor (Ordinary).
• Ratify remuneration of Cost Auditor for FY 2026-27 (Ordinary).
• Re-appoint Boman Irani as Chairman and MD (Ordinary).
• Approve remuneration of Boman Irani as Chairman and MD (Special).
• Re-appoint Chandresh Mehta as Executive Director (Ordinary).
• Approve remuneration of Chandresh Mehta (Special).
• Re-appoint Percy Chowdhry as Executive Director (Ordinary).
• Approve remuneration of Percy Chowdhry (Special).
• Re-appoint Ramesh Tainwala as Non-Executive Independent Director (Special).
• Re-appoint Rahul Divan as Non-Executive Independent Director (Special).
• Re-appoint Seema Mohapatra as Non-Executive Independent Director (Special).
• Approve commission payable to Non-Executive Directors (Special).
• Authorize borrowings via non-convertible debentures/bonds/other instruments (Special).

Voting Results

• Voting conducted via remote e-voting and at AGM; Scrutinizer appointed.
• Results to be reported in Scrutinizer's Report on the company website.

Director Changes

• Directors re-appointed or retained per resolutions, including multiple Non-Executive Independent Directors.

Auditor Appointments

• Statutory Auditor appointed; Cost Auditor remuneration ratified for FY 2026-27.

Material Related Party Transactions

• No material related party transactions disclosed in the AGM proceedings.

Other Material Approvals

• Borrowing authorization granted for debentures/bonds/other instruments.

Target overview

• Target: One Landmark House LLP, a real estate LLP incorporated Sept 8, 2026, with NIL turnover.
• Acquisition type: 50% profit-sharing stake via Rs 50,000 initial investment.
• Industry: Real estate; purpose: expansion of Keystone's business.
• Related party: Not a related party; no promoter/group interest.
• Approvals: No governmental/regulatory approvals required.
• Timeline: Completion not applicable.
• Consideration: Rs 50,000 contributed as partner.
• Cost of acquisition: Not applicable.
• Shareholding: 50% profit sharing.
• Background: New entity; real estate focus; NIL turnover.

Meeting Details

• Date: 02-09-2026; Time: not disclosed.
• Event: Ashwamedh - Elara India Dialogue 2026 Investor Meeting.
• Interaction type: One-on-One/Group.
• Mode and venue: Physical at Grand Hyatt, Mumbai.
• Key participants: Company Secretary and Compliance Officer.
• Purpose: Analyst/institutional investor interaction.

Overview

• Consolidated BRSR for Keystone Realtors Limited for FY2025-26; core business real estate construction.
• Reporting boundary is consolidated; turnover anchored in residential and commercial buildings (100%).
• Domestic focus with 21 locations (19 sites, 2 offices); no international operations.

Key ESG Risks & Opportunities

• Regulatory/compliance risk from environmental laws; mitigated by robust policies, audits, and external assessments.
• Water scarcity risk managed via conservation, rainwater harvesting, and ISO14001 alignment.
• Climate risk with Scope 1/2/3 emissions; opportunities from IGBC/LEED certifications and net-zero pilots.
• Community development opportunities through Rustomjee Foundation; large beneficiary reach and SDG alignment.

Governance & Policy Highlights

• ESG governance via Board Committee; MD/Chairman leads sustainability decisions.
• Policies include anti-bribery, whistleblower, human rights, POSH; supplier code of conduct; ISO 14001/45001.
• Independent external assessments conducted; no monetary penalties; POSH case reported in subsidiary.
• No external assurance provider; BRSR is treated as internally assessed with external inputs.

Social Responsibility & Workforce

• Total employees 2,414; permanent 1,315 (male 1,037, female 278); non-permanent 1,099 (male 757, female 342).
• LTIFR zero for both employees and workers; one worker injury in FY2025-26; no fatalities.
• CSR impact: 18,200+ students educated; 8,580+ farmers supported; 160+ women/children aided; 280 million litres water conserved.
• Board gender representation: 16.7% female; no female KMPs.

Environmental Performance

• GHG emissions: Scope 1 775.7, Scope 2 2,357.3, Scope 3 42,254 tCO2e.
• Total energy: renewables 21,207,639,600 KJ; total energy 43,110,460,265 KJ; intensity 0.01 tCO2e per INR.
• Water withdrawal: 173,256.6 kL; surface 1,674.8 kL; third-party 162,869 kL; discharge 0.
• Waste: total 647,739 MT; C&D 647,101 MT; 92.66% diverted; ISO 14001:2015; IGBC/LEED certifications pursued.

Stakeholder Engagement & Complaints

• Stakeholders: Employees, Customers, Investors, Suppliers, Contractors, Regulatory Bodies; engagement annually/quarterly.
• Customer complaints: 18 filed in FY2025-26; 0 pending; FY2024-25: 11 filed, 8 pending.
• Supplier/contractor engagement: supplier code shared with 100 critical suppliers; ESG evaluations conducted monthly.
• Grievance mechanisms include policy frameworks (Code, POSH, Whistleblower) with web access.

Other Notable Metrics

• MSME input sourcing: 24.02% of inputs; 100% sourced from India.
• RPTs: purchases from related parties 0.01%; loans to related parties 27.52%; investments 54.83%.
• Data privacy: 0 data breaches; cyber security policy in place.
• CSR turnover: ₹27,16,85,00,000; IGBC Green Homes registry >70% of portfolio; LEED target for commercial projects.

Financial performance

• Standalone FY26 revenue ₹66,845 lakh; EBITDA ₹9,971 lakh; PAT ₹4,072 lakh; EBITDA margin 12%; PAT margin 3%.
• Consolidated FY26 revenue ₹271,685 lakh; PAT ₹9,495 lakh; PBT ₹11,050 lakh.
• FY26 pre-sales ₹4,022 crore; area sold 2.12 mn sq ft; 33% YoY.
• Net cash positive; gross secured debt-to-equity 0.26x; net debt nil.
• Dividend for FY26 not recommended.

Growth and pipeline

• FY26 new redevelopment additions: 7 projects; GDV ₹10,420 crore; launches GDV ₹9,813 crore.
• Ongoing portfolio: 17 projects; saleable 8.69 mn sq ft; GDV ₹19,242 crore; 49% sold.
• Forthcoming: 21 projects; GDV ₹42,698 crore; saleable area 21.44 mn sq ft.

Capital structure & liquidity

• Debt-to-equity (consolidated) 0.52; borrowings ₹1,50,800 lakh; cash ₹46,821 lakh; bank balances ₹41,409 lakh.
• Assets pledged ₹1,67,760; QIP proceeds ₹78,272 used for corporate purposes.