Techindia Nirman Ltd

Record Date for AGM

• Record date is 24th April 2026 for the 45th Annual General Meeting
• AGM scheduled on 5th May 2026
• Purpose of record date is for AGM entitlement

AGM Details

• AGM scheduled on May 5, 2026 at 11:00 AM IST, physical venue at registered office
• Remote e-voting from May 2 to May 4, 2026; cut-off date April 24, 2026

Key Resolutions

• Adoption of audited financial statements for FY 2024-25 (ordinary resolution)
• Appointment of Secretarial Auditor for 5 years from FY 2025-26 (ordinary resolution)
• Re-appointment of Mr. Vadla Nagabhushanam as Independent Director for 5 years (special resolution)
• Re-appointment of Mr. Madhukar Deshpande as Independent Director for 5 years (special resolution)
• Appointment of M/s KP Sahasrabudhe & Co. as Statutory Auditors to fill casual vacancy (ordinary resolution)

Dividend

• No dividend recommended for FY 2024-25

Director Changes

• Re-appointment of two Independent Directors for second 5-year terms
• No retirement by rotation resolution included due to only one director on board
• Two directors ceased to act in 2024 due to non-regularization

Auditor Appointments

• M/s KP Sahasrabudhe & Co. appointed as Statutory Auditors from Feb 11, 2026 till ensuing AGM
• M/s Neha P Agrawal appointed as Secretarial Auditor for 5 years from FY 2025-26

Related Party Transactions

• All related party transactions were at arm’s length and in ordinary course
• No material related party transactions with promoters or KMP during FY 2024-25
• Related party transactions approved by Audit Committee and Board till CIRP commencement

Corporate Insolvency Resolution Process

• Company admitted to CIRP on Jan 2, 2025; Board powers suspended and vested with Resolution Professional
• CIRP terminated by NCLAT order on Dec 15, 2025; Board powers restored
• Management and governance under Resolution Professional during CIRP

Financial Performance

• No revenue during FY 2024-25; loss after tax of Rs. 82.70 lakhs
• Total assets Rs. 8546.48 lakhs; equity Rs. 1092.03 lakhs; borrowings Rs. 7010.54 lakhs
• Negative retained earnings and other equity of Rs. 340.57 lakhs
• Cash and cash equivalents increased to Rs. 401.46 lakhs

Corporate Governance

• Board had 4 directors as of March 31, 2025; non-compliance with SEBI Regulation 17 on board composition
• No women director or managing director on board
• Board and committee meetings suspended during CIRP; resumed after CIRP termination
• Audit, Nomination & Remuneration, and Stakeholders Relationship Committees existed pre-CIRP
• One investor complaint received and resolved during FY 2024-25

Compliance and Non-Compliance

• Non-compliance with SEBI LODR Regulation 17 on board composition and related governance
• Trading suspended by NSE from Nov 18, 2024 due to non-compliance
• No resolutions passed in last AGM including adoption of financial statements
• No managing director appointed; no woman director on board
• Penalty imposed by SEBI borne by company for disclosure deficiencies

Audit Observations

• Qualified audit opinion due to non-provision of accumulated interest on loans
• Going concern assumption used despite CIRP proceedings
• Uncertainty on recoverability of advances for real estate development
• Accounts subject to confirmations and reconciliations
• Internal financial controls adequate and operating effectively as at March 31, 2025

Share Capital and Shareholding

• Paid-up equity share capital Rs. 1432.60 lakhs divided into 14,326,000 shares of Rs.10 each
• Preference share capital Rs. 78 lakhs in 78,000 redeemable preference shares
• Promoters hold 17.52% of equity shares
• 48% of shares dematerialized as of March 31, 2025

Other Approvals and Policies

• Whistle blower policy in place; no complaints received
• No CSR obligations applicable
• Code of Conduct adopted; compliance not applicable during CIRP
• No ESOPs or convertible instruments issued

Financial Performance

• Board approved standalone unaudited financial results for quarter and 9 months ended 31/12/2025.
• Net loss of Rs. 19.69 lakhs reported for 9 months ended 31/12/2025.
• Total income was nil; expenses mainly employee benefits and other expenditures.

Auditor Remarks ️

• Auditor issued qualified review report citing non-provision of Rs. 2,920.39 lakhs accumulated interest on group loans.
• Auditor unable to verify recoverability of advances: Rs. 5,334.62 lakhs for real estate, Rs. 1,174.62 lakhs for R&D.
• Fixed assets not physically verified; balances adopted from pre-insolvency proceedings.
• Auditor unable to quantify Labour Code impact due to lack of actuarial valuation.

Governance and Compliance

• Board reinstated by NCLAT order dated 15 December 2025; board composition not SEBI compliant.
• Statutory auditor Gautam Nandawat resigned effective 11 February 2026 due to health reasons.

Business Operations

• Company operates in a single segment: Real Estate Development.
• Interest on loans from sister concern not accounted due to ongoing renegotiations.
• Advances for real estate and R&D projects delayed; renegotiations underway.
• Company has not assessed financial impact of Labour Codes effective 21 November 2025; minimal effect expected.

Financial Performance 📊

• TechIndia Nirman Ltd reported zero revenue from operations for Q3 and 9M ended Dec 31, 2025.
• Net loss was Rs 5.71 lakh in Q3 and Rs 19.69 lakh in 9M FY26, improving from Rs 5.97 lakh and Rs 52.34 lakh YoY.
• Employee benefit expenses were Rs 4.45 lakh in Q3 and Rs 9.85 lakh in 9M FY26, compared to Rs 3.33 lakh and Rs 10.05 lakh YoY.
• Depreciation expense rose to Rs 1.09 lakh in Q3 and Rs 3.26 lakh in 9M FY26 from Rs 0.67 lakh and Rs 2.00 lakh YoY.
• Other expenses declined to Rs 0.17 lakh in Q3 and Rs 6.58 lakh in 9M FY26 from Rs 1.97 lakh and Rs 40.29 lakh YoY.
• Basic and diluted EPS were negative at Rs (0.04) for Q3 and Rs (0.14) for 9M FY26, improving from Rs (0.04) and Rs (0.37) YoY.

Risks & Audit ⚠️

• Board reinstated by NCLAT on Dec 15, 2025; board composition remains non-compliant with SEBI LODR.
• Interest on Rs 6,435.93 lakh loans from group company not provided; Rs 2,920.39 lakh interest liability unaccounted.
• Advances of Rs 5,334.62 lakh for real estate and Rs 1,174.62 lakh for R&D lab remain unrecovered; recoverability uncertain.
• Auditor issued qualified review report citing non-provision of interest liabilities and unverified advances.
• No physical verification of fixed assets conducted; prior insolvency balances adopted for results.
• Incremental liability from new Labour Codes not assessed; minimal impact expected due to only 2 employees.

Corporate & Governance 🗓️📍

• Auditor Gautam N Associates resigned on Feb 11, 2026 due to health reasons; transition planned smooth.
• Finance cost was nil in Q3 and 9M FY26, compared to Rs 15.97 lakh in FY25.
• No investor complaints received or pending during the quarter.

Business Model

• Company operates primarily in the real estate development segment.