Tarc Ltd

Tarc Ltd trading window closure

AGM details

• AGM held via VC/OAVM on 19 September 2026 at 11:00 IST; deemed venue at the registered office.
• Record date for entitlements: 12 September 2026.

Key resolutions and outcomes

• Resolution 1 (Ordinary): Adopt audited standalone and consolidated financial statements for year ended March 31, 2026.
• Resolution 2 (Ordinary): Appoint Muskaan Sarin as director, liable to retire by rotation.
• Resolution 3 (Ordinary): Appoint Singhi & Co as Statutory Auditor.
• Resolution 4 (Ordinary): Ratify remuneration of Cost Auditor for FY 2026-27.
• Resolution 5 (Special): Continue Anil Sarin as Non-Executive Non-Independent Director on turning 75.
• Resolution 6 (Special): Approve remuneration revision of Amar Sarin as MD & CEO.
• Resolution 7 (Special): Re-appoint Muskaan Sarin as Whole-Time Director & Chief Brand Officer; fix remuneration.

Dividend

• No dividend proposal or declaration.

Director changes

• Muskaan Sarin appointed as director, liable to retire by rotation.
• Muskaan Sarin reappointed as Whole-Time Director & Chief Brand Officer with fixed remuneration.
• Anil Sarin to continue as Non-Executive Non-Independent Director on attaining age 75.
• Amar Sarin remuneration revised as MD & CEO.

Auditor appointments

• Statutory Auditor appointed: M/s Singhi & Co.
• Cost Auditor remuneration for FY 2026-27 ratified.

Material related party transactions

• No material related party transactions approved.

Other material approvals

• Continuation of Anil Sarin; remuneration changes for MD & CEO and WTD.

AGM Details

• Date and time: Sep 19, 2026 at 11:00 AM; mode: VC/OAVM.
• Remote e-voting: Sep 16–18; voting allowed during AGM.
• Auditors' report had no qualifications.

Resolutions

• Adopt audited standalone and consolidated financial statements for FY ended Mar 31, 2026.
• Appoint Muskaan Sarin as director, retiring by rotation, eligible for re-appointment.
• Appoint M/s Singhi & Co. as Statutory Auditor.
• Ratify remuneration of Cost Auditor for FY ending Mar 31, 2027.
• Continue Anil Sarin as Non-Executive Non-Independent Director after age 75.
• Approve remuneration revision for Amar Sarin as MD & CEO.
• Re-appoint Muskaan Sarin as Whole-Time Director & Chief Brand Officer; fix remuneration.

Voting Status

• Voting results to be announced on company and stock exchange websites after Scrutinizer's report.

Regulatory compliance for physical holdings

• TARC to dispatch notices to physical-shareholders to furnish PAN, KYC, and nomination details.
• Intimations align with SEBI Master Circular dated February 6, 2026.
• Required forms include ISR-I, ISR-2, SH-13 or ISR-3 for nomination opt-out.
• Submission via hard copy, electronic mode, or IP verification; RTA Skyline Financial Services.
• Electronic transfers/demat required; convert physical shares to demat to enable transfers.

Debenture redemption amendment

• BSE granted in-principle approval for amendment of redemption schedule of debentures ISIN IN80EK907050.
• Approval dated Sept 1, 2026; validity 3 months from issue date.
• Conditions include NSDL/CDSL confirmation, NSE copy if applicable, and SEBI compliance.
• Existing and revised redemption schedules to be submitted; Exchange to implement changes on fulfilment.
• Exchange may withdraw in-principle approval for incomplete or misleading information.
• Debentures are listed, rated, redeemable, non-convertible with Rs 1,00,000 face value.

AGM notice and AR delivery via web link

• TARC initiated sending web link for AGM notice and FY2025-26 Annual Report due to missing email addresses.
• Electronic access path includes exact URL and QR code to reach the notice and annual report.
• AGM scheduled for September 19, 2026 at 11:00 AM IST via VC/OAVM.
• Remote e-voting window opens Sept 16, 2026 and closes Sept 18, 2026.
• Cut-off date for e-voting is Sept 12, 2026.
• Members can request physical copies by emailing the company secretary.
• Notice also available on BSE/NSE websites and NSDL portal.

Financial performance

• Consolidated total income: ₹671.78 crore in FY26.
• Consolidated PAT: ₹19.03 crore, reversal from FY25 loss.
• EBITDA: ₹77.51 crore in FY26.
• Operating cash flow: ₹1,132 crore in FY26.

Pre-sales & margins

• Pre-sales bookings: ₹1,373 crore (Kailasa ₹521cr, Ishva ₹852cr).
• Tripundra project margin: ~45% at project level.

Portfolio & development

• Ishva GDV: ₹3,600 crore; 1.7 million sq ft; 518 residences.
• Current portfolio GDV: ₹9,000 crore; next-wave pipeline: ₹10,000 crore.

Capital structure

• Net debt: ₹1,509 crore; gearing: 57.94%.

Dividend policy

• Dividend for FY26 not declared.

AGM details

• Date/time: 19 September 2026 at 11:00 AM IST.
• Mode: Video Conferencing / Other Audio-Visual Means (VC/OAVM).
• Deemed venue: Registered office, New Delhi.
• e-voting window: Sept 16–18, 2026; cut-off date Sept 12, 2026.

Ordinary resolutions

• Adopt Audited standalone and consolidated financial statements for year ended Mar 31, 2026.
• Re-appoint Muskaan Sarin as director, liable to retire by rotation.
• Appoint Singhi & Co as Statutory Auditor for five years.
• Ratify remuneration of Cost Auditor for FY 2027.

Special resolutions

• Continue Anil Sarin as Non-Executive Non-Independent Director beyond age 75.
• Revise remuneration of Amar Sarin as MD & CEO for Oct 2026–Sept 2029.
• Re-appoint Muskaan Sarin as Whole Time Director for three years.

Auditors & remuneration

• Statutory Auditor: Singhi & Co appointed for five years.
• Cost Auditor remuneration ratified for FY2027: ₹50,000 plus taxes.

Remuneration context (related-party)

• MD remuneration revised to ₹25 lakh per month; period Oct 2026–Sept 2029.
• WTD remuneration revised to ₹10 lakh per month; period Sep 2026–Sep 2029.
• Remuneration may exceed SEBI thresholds; requires special resolution.

Overview

• Consolidated BRSR for FY2025-26; core business is residential real estate development.
• Luxury residential developer with nationwide presence across 3 states and 4 offices.
• Turnover entirely from real estate development; net worth INR 1,095.31 crore; CSR turnover INR 45.47 crore.

Key ESG Risks & Opportunities

• Employee well-being risk; mitigated by learning, wellness, and inclusion programs.
• Human rights/governance risk; strengthened governance, training, and grievance mechanisms.
• Occupational health and safety; LTIFR zero and Zero Harm framework supporting safer work.
• Data protection/privacy risk; cybersecurity controls, audits, and whistleblower channels.
• Regulatory compliance risk; proactive monitoring and governance frameworks.
• Climate change and water stewardship; climate-resilient design and water management opportunities.
• Green buildings and energy efficiency; 100% green-building portfolio target and efficiency measures.
• Sustainable sourcing; supplier Code of Conduct and 100% inputs sourced sustainably.

Governance & Policy Highlights

• ESG oversight by MD/CEO-led ESG Taskforce with quarterly reviews.
• Anti-corruption framework and policy; whistleblower channels; board-approved; value-chain coverage.
• Policies extend to the value chain; BRSR policy and CG-2 on governance; web links available.
• Assurance not undertaken for FY2025-26; no external assurance; no penalties reported.
• Diverse governance actions include zero bribery penalties recorded during the year.

Social Responsibility & Workforce

• Total employees: 412 permanent; 338 male, 74 female; 0 differently abled.
• Board female representation 28.6%; Key Management Personnel female 25%.
• LTIFR and fatalities: 0; 34.46% of employees covered by well-being measures.
• Wages: female share of gross wages 14.9%; training coverage on health/safety 34.46%.
• Grievance mechanisms include Whistle-blower Policy and POSH Internal Committee; shareholder complaints (2 filed; 0 pending).
• CSR applicable; turnover INR 45.47 crore; net worth INR 1,095.31 crore.

Environmental Performance

• Energy: total non-renewable consumption 9,967.5 GJ; renewables 0; intensity 0.00000028 tCO2e/INR.
• GHG: Scope 1 78.98, Scope 2 1,781.25 tCO2e; total intensity low.
• Water: withdrawal 23,329.77 kl; municipal water 23,241.96; third-party water 87.82.
• Waste: no Zero Liquid Discharge; treated wastewater reused for flushing and horticulture.
• Certifications: 2 of 3 projects LEED Gold/Platinum; remaining project in process; 100% Green Building portfolio target.
• Sustainable materials: 9.44% of total material procurement; 100% inputs sustainably sourced.

Stakeholder Engagement & Complaints

• Key stakeholder groups: shareholders/investors, employees, customers, suppliers, communities, regulators.
• Engagement channels: emails, AGM, website; ongoing frequency across groups.
• Complaints: shareholders 2 filed (0 pending); employees 3 filed (0 pending); others 0.
• Data privacy/cybersecurity: no data breaches reported; cyber policy in place.
• Community and regulator engagement ongoing; grievance mechanisms accessible to stakeholders.

Other Notable Metrics

• Sustainable inputs: 100% inputs sourced sustainably; 42.66% of inputs from MSMEs; 100% domestic.
• Related party transactions: sales to related parties 0.02% of total sales; loans/investments 100%.
• Green credits: none; Scope 3 emissions not undertaken.
• Training/awareness: 100% Board and KMPs trained on BRSR/ESG; 34.46% of employees trained on health/safety; 30.83% on skill upgrades.