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KOLTE-PATIL DEVELOPERS LTD.

08 October 2026 | 03:53

Industry >> Realty

Select Another Company

ISIN No INE094I01018 BSE Code / NSE Code 532924 / KOLTEPATIL Book Value (Rs.) 152.66 Face Value 10.00
Bookclosure 17/08/2024 52Week High 555 EPS 0.00 P/E 0.00
Market Cap. 3754.72 Cr. 52Week Low 292 P/BV / Div Yield (%) 2.77 / 0.00 Market Lot 1.00
Security Type Other

DIRECTOR'S REPORT

You can view full text of the latest Director's Report for the company.
Year End :2026-03 

Your Directors have the pleasure in presenting 35th Annual Report on the business and operations of the Company
and the accounts for the Financial Year ended 31 March 2026.

1. Financial highlights - (h in lakhs)

Particulars

Consolidated

Standalone

FY 2025-26

FY 2024-25

FY 2025-26

FY 2024-25

Revenue from Operations

73,496

1,71,738

65,834

1,53,909

Operating Profit/(Loss) before interest,
depreciation, amortization and taxes (EBITDA)*

641

22,223

5,060

22,552

Depreciation and amortization

1,598

1,427

1,498

1,324

Interest and finance charges

2,665

4,191

2,700

4,116

Other income

6,754

4,635

10,352

4,688

Impairment on goodwill/investments

-

-

351

-

Profit/(Loss) Before Tax (PBT)

(2,796)

17,117

862

17,112

Share of Profit / (Loss) of joint ventures,
associates (net)

826

512

(18)

1,102

Tax expenses

1,012

6,184

1,059

5,647

Profit/(Loss) After Tax (PAT)

(3,808)

10,933

(197)

11,465

Exceptional Items

-

-

-

-

Add: Other Comprehensive Income

(22)

(30)

(42)

(25)

Total Comprehensive Income before Non¬
Controlling Interest

(3,830)

10,903

(239)

11,440

Less: Non-Controlling Interest

60

276

-

-

Profit/(Loss) after other Comprehensive Income

(3,890)

10,627

(239)

11,440

Earnings Per share (in H)

Basic ( H )

(4.51)

14.02

(0.23)

15.08

Diluted (H)

(4.51)

13.99

(0.23)

15.05

2. Performance of the Company

The key highlights of the Company's performance
is as under:

Financial Overview (Consolidated
Performance)

Our revenues were decreased by 57.20% at
H73,496 lakhs during the year compared to
H1,71,738 lakh in the previous year. Earnings before
Interest Taxes and Depreciation was decreased by
97.11% at H641 lakhs as compared to H22,223 lakhs.
EBITDA margins decreased from 12.94 % to 0.87
% during the year. Total Comprehensive Income
(post minority interest) decreased to H(3,890) lakhs
compared to H10,627 lakhs in the previous year.
Earnings per Share stood at H(4.51) as compared
to H14.02 last year.

The decline in the Company's financial performance
during the year is primarily attributable to a
significant reduction in revenue, which decreased
by 57.20% to H73,496 lakhs from H1,71,738 lakhs
in the previous year wherein revenue could not
be recognized for certain projects due to non¬
receipt of Occupancy Certificates (OC) during
the year. As a result, despite progress in project
execution, the absence of OC led to deferment of
revenue recognition since the Company follows
the Completed Contract Method (CCM) of revenue
recognition. The lower revenue base, coupled
with ongoing fixed operating costs, resulted in the
Company reporting a decrease in EBITDA of H641
lakhs as compared to H22,223 lakhs in the previous
year, and EBITDA margins declined to 0.87% from
12.94%.

Consequently, Total Comprehensive Income
also decreased to H(3,890) lakhs from H10,627
lakhs in the previous year. Earnings per Share
(EPS) declined to H(4.51) as against H14.02 in the
previous year.

Financial Overview (Standalone
Performance)

Our revenues were decreased by 57.23% at
H65,834 lakhs during the year compared to
H1,53,909 lakhs in the previous year. Earnings before
Interest Taxes and Depreciation was decreased to
H5,060 lakhs as compared to 22,552 lakhs in the
previous year. EBITDA margins decreased to 7.69%
from 14.65% during the year. Total Comprehensive
Income decreased to H(239) lakhs compared to
H11,440 lakhs in the previous year. Earnings per
Share stood at H(0.23) as compared to H15.08
last year.

The decline in the Company's financial performance
during the year is primarily attributable to a
significant reduction in revenue, which decreased
by 57.23% to H65,834 lakhs from H1,53,909 lakhs
in the previous year wherein revenue could not
be recognized for certain projects due to non¬
receipt of Occupancy Certificates (OC) during
the year. As a result, despite progress in project
execution, the absence of OC led to deferment of
revenue recognition since the Company follows
the Completed Contract Method (CCM) of revenue
recognition. The lower revenue base, coupled
with ongoing fixed operating costs, resulted in the
Company reporting a decrease in EBITDA of H5,060
lakhs as compared to H22,552 lakhs in the previous
year, and EBITDA margins declined to 7.69%
from 14.65%. Consequently, Total Comprehensive
Income also decreased to H(239) lakhs from
H11,440 lakhs in the previous year. Earnings per
Share (EPS) declined to H (0.23) as against H15.08
in the previous year.

3. Dividend

The Board of Directors have not recommended any
Dividend considering the company's future growth
plans, business development.

4. Fixed Deposits

During the year under review, the Company has not
accepted any fixed deposits under the provisions of
the Companies Act, 2013.

5. Share Capital

The paid-up Equity Share Capital as on 31 March
2026 stood at H8,868 lakhs, which comprises of
8,86,80,094 Equity Shares of H10 each.

During the year under review, your Company had
issued 1,26,75,685 (One Crore Twenty Six lakhs

Seventy Five Thousand Six Hundred Eighty-Five)
equity shares by way of Preferential allotment on
private placement basis (including face value of
H10/-) to BREP Asia III India Holding Co VII Pte. Ltd.
at a price of H329/- per equity share aggregating
to H41,703 lakhs. Subsequently, the paid-up
Equity Share Capital stood at H8,868 lakhs,
which comprises of 8,86,80,094 Equity Shares of
H10 each.

Further, pursuant to the terms of Share Purchase
Agreement and Shareholders Agreement dated
13 March 2025 executed by and between the
Company, BREP Asia III India Holding Co VII Pte. Ltd.,
Mr. Rajesh Anirudha Patil, Late Mr. Naresh Anirudha
Patil, Mr. Milind Digambar Kolte, Ms. Sunita Rajesh
Patil, Ms. Vandana Naresh Patil, Ms. Sunita Milind
Kolte, Mr. Yashvardhan Rajesh Patil, Ms. Ankita
Rajesh Patil, Mr. Harshavardhan Naresh Patil and
Ms. Priyanjali Naresh Patil ("Agreements"), BREP
Asia III India Holding Co VII Pte. Ltd. has acquired
2,27,96,353 (Two Crore Twenty Seven lakh Ninety
Six Thousand Three Hundred and Fifty Three)
equity shares being 25.7% (twenty five point seven
percent) of the paid-up capital of the Company on
11 August 2025.

Accordingly, BREP Asia III India Holding Co VII
Pte. Ltd. has acquired joint control along with the
existing Promoters over the Company.

The above acquisition of shares by BREP Asia III
India Holding Co VII Pte. Ltd. triggered mandatory
open offer under the Securities and Exchange
Board of India (Substantial Acquisition of Shares
and Takeovers) Regulations, 2011 as may be
amended from time to time to acquire more than
26% of the equity share capital of the Company.

6. Issue of Debentures

The Company has issued the Secured, Non¬
Convertible Debentures as follows:

a. On 10 April 2023, 14,000 Secured Unlisted
Redeemable Non-Convertible Debentures
(NCD) of face value H100,000/- each, on a
private placement basis aggregating H140
Crores (Rupees One Hundred and Forty
Crores Only) were allotted to India Realty
Excellence Fund IV.

The outstanding amount as on 31 March
2026 is H6405.84 lakhs

b. On 17 April 2023, 20,650 Senior, Secured,
Listed, Rated, Redeemable Non-convertible
debentures of face value H1,00,000/- each,
on a private placement basis, aggregating

H206.50 Crores (Rupees Two Hundred Six
Crores and Fifty lakhs Only), were allotted
to Marubeni Corporation, Japan. These

debentures are listed on BSE Limited w.e.f. 19
April 2023.

The outstanding amount as on 31 March
2026 is H11,322.60/- lakhs.

c. On 22 December 2023, 11,090 Senior,
Secured, Listed, Rated, Redeemable Non¬
convertible debentures of face value
H1,00,000/- each, on a private placement
basis, aggregating H110.90 Crores (Rupees
One Hundred and Ten Crores and Ninety lakhs
Only), were allotted to Marubeni Corporation,
Japan. These debentures are listed on BSE
Limited w.e.f. 27 December 2023.

The outstanding amount as on 31 March
2026 is H5,846.43/- lakhs.

d. On 20 September 2024, 13,377 Series 3
fully secured, listed, rated. redeemable,
non-convertible debentures of face value of
H1,00,000/- each, on a private placement
basis, aggregating H133.77 Crores (Rupees
One Hundred and Thirty-Three Crores
and Seventy-Seven lakhs), were allotted
to Marubeni Corporation, Japan. These
debentures are listed on BSE Limited w.e.f. 24
September 2024.

The outstanding amount as on 31 March
2026 is H7,319.23/- lakhs.

e. On 16 October 2025, 13,996 Series 4 fully
secured, listed, rated. redeemable, non¬
convertible debentures of face value of
H1,00,000/- each, on a private placement
basis, aggregating H139.96 Crores (Rupees
One Hundred and Thirty-Nine Crores and
Ninety-Six lakhs), were allotted to Marubeni
Corporation, Japan. These debentures are
listed on BSE Limited w.e.f. 16 October 2025.

The outstanding amount as on 31 March
2026 is H13,549.25/- lakhs.

f. On 05 December 2025, 10,994 Series 4
fully secured, listed, rated. redeemable,
non-convertible debentures of face value of
H1,00,000/- each, on a private placement
basis, aggregating H109.94 Crores (Rupees
One Hundred and Nine Crores and Ninety-Four
lakhs), were allotted to Marubeni Corporation,
Japan. These debentures are listed on BSE
Limited w.e.f. 09 December 2025.

The outstanding amount as on 31 March
2026 is H10,667.04/- lakhs.

7. Internal Financial Controls

The Company has adequate internal controls and
processes in place with respect to its financial
statements which provide reasonable assurance
regarding the reliability of financial reporting
and the preparation of financial statements.
These controls and processes are driven through
various policies, procedures and certifications.
The Management has periodically conducted
the assessment of internal financial controls for
determining operative effectiveness and the
control were operating effectively. The internal
financial controls were also reviewed by an
Independent Auditor and found to be adequate
and operating effectively for ensuring accuracy
and completeness of the accounting records. The
report of Independent Auditor on internal financial
controls is annexed to the Auditors' Report on
Standalone Financial Statements. There are no
reportable material weaknesses observed.

8. Details of Subsidiary/Joint Ventures/Associate Companies

The Statement containing salient features of the
financial statement of subsidiaries/associate

companies/joint ventures in Form AOC - 1 is
annexed as Annexure I to the Directors' report.

Kolte-Patil Realtors Estate Private Limited ceased
to be a wholly owned subsidiary of the Company,
as the Company has entered into Share Purchase
Agreement for sale of 100% equity stake.

9. Directors and Key Managerial Personnel

Pursuant to the terms of Share Purchase

Agreement and Shareholders Agreement dated
13 March 2025 executed by and between the
Company, BREP Asia III India Holding Co VII Pte. Ltd.,
Mr. Rajesh Anirudha Patil, Late Mr. Naresh Anirudha
Patil, Mr. Milind Digambar Kolte, Ms. Sunita Rajesh
Patil, Ms. Vandana Naresh Patil, Ms. Sunita Milind
Kolte, Mr. Yashvardhan Rajesh Patil, Ms. Ankita
Rajesh Patil, Mr. Harshavardhan Naresh Patil
and Ms. Priyanjali Naresh Patil ("Agreements"),
the following changes in composition of Board of
Directors of the Company were took place:

a) Appointment of Mr. Tuhin Parikh (DIN:
00544890) w.e.f. 11 August 2025 as an
Additional Director (Non-Executive - Non
Independent Director) who was further re¬
appointed as Director (Non-Executive - Non
Independent Director) in the 34th Annual
General Meeting held on 22 September 2025.

c) Resignation of Mr. Nirmal Kolte, Whole Time
Director designated as Executive Director
(DIN: 05159986);

d) Resignation of Mr. Achyut Watwe,

Independent Director (DIN:01179251);

e) Resignation of Mr. Umesh Joshi, Independent
Director (DIN: 02557162);

f) Resignation of Mr. Dhananjay Barve,
Independent Director (DIN:00066375).

During the year under review, Mrs. Sudha Navandar
(DIN: 02804964) - Independent Director resigned
with effect from 11 November 2025. Further,
Mr. Tuhin Parikh (DIN: 00544890) - Non-Executive
- Non Independent Director resigned with effect
from 25 November 2025.

Further, Mr. Naresh Patil (DIN: 00881077) - Vice
Chairman of the Company ceased to be a Vice¬
Chairman and Executive Director due to sad
demise on 11 May 2025. The Board of Directors
acknowledged his immense contribution for the
growth of the Company.

The Board also acknowledges valuable contribution
of the above-ceased Directors and the profound
impact they have had on the organization's growth
and success.

The present composition of the Board of Directors
as on 31 March 2026 is as follows:

Sr.

No.

Name of the
Director

Designation

1.

Mr. Girish
Vanvari

Chairman and Independent
Director

2.

Mr. Rajesh
Patil

Managing Director

3.

Ms. Avani
Davda

Independent Director

4.

Mr. Dalip
Sehgal

Non-Executive - Non
Independent Director

5.

Mr. Asheesh
Mohta

Non-Executive - Non
Independent Director

6.

Mr. Mohit
Arora

Non-Executive - Non
Independent Director

b) Appointment of Mr. Asheesh Mohta (DIN:
00358583) w.e.f. 11 August 2025 as an
Additional Director (Non-Executive - Non
Independent Director) who was further re¬
appointed as Director (Non-Executive - Non
Independent Director) in the 34th Annual
General Meeting held on 22 September 2025.

c) Appointment of Mr. Mohit Arora (DIN:
08100136) w.e.f. 11 August 2025 as an
Additional Director (Non-Executive - Non
Independent Director) who was further re¬
appointed as Director (Non-Executive - Non
Independent Director) in the 34th Annual
General Meeting held on 22 September 2025.

d) Appointment of Ms. Avani Davda (DIN:

07504739) w.e.f. 11 November 2025 as
an Additional Director (Non-Executive -
Independent Director) who was further
re-appointed as Director (Non-Executive -
Independent Director) by way of Postal Ballot
dated 29 December 2025.

e) Appointment of Mr. Dalip Sehgal (DIN:

00217255) w.e.f. 25 November 2025 as an
Additional Director (Non-Executive - Non
Independent Director) who was further re¬
appointed as Director (Non-Executive - Non
Independent Director) by way of Postal Ballot
dated 29 December 2025.

The Board welcomed the new Directors on the
Board of Directors of the Company.

The Board also appointed Mr. Girish Vanvari
(Independent) as a Chairman of the Board of
Directors of the Company w.e.f. 11 August 2025.

Cessation of Directors during the years:

Pursuant to the terms of Share Purchase
Agreement and Shareholders Agreement dated
13 March 2025 executed by and between the
Company, BREP Asia III India Holding Co VII Pte. Ltd.,
Mr. Rajesh Anirudha Patil, Late Mr. Naresh Anirudha
Patil, Mr. Milind Digambar Kolte, Ms. Sunita Rajesh
Patil, Ms. Vandana Naresh Patil, Ms. Sunita Milind
Kolte, Mr. Yashvardhan Rajesh Patil, Ms. Ankita
Rajesh Patil, Mr. Harshavardhan Naresh Patil
and Ms. Priyanjali Naresh Patil ("Agreements"),
the following directors were resigned w.e.f. 11
August 2025:

a) Resignation of Mr. Milind Kolte, Whole Time
Director designated as Executive Director
(DIN: 00170760);

b) Resignation of Mr. Yashvardhan Patil, Whole
Time Director designated as Joint Managing
Director (DIN: 06898270);

Pursuant to Section 152 of the Companies Act,
2013 read with Article 167 of the Articles of
Association of the Company, Mr. Asheesh Mohta,
Non-Executive - Non Independent Director (DIN:
00358583) will retire by rotation and being eligible,
offered himself for re-appointment at this ensuing
35th Annual General Meeting.

The Board of Directors, on the basis of
recommendation of Nomination and Remuneration
Committee, in their meeting held on 22 May

2026 has considered and recommended the re¬
appointment Mr. Girish Vanvari as Independent
Director for 2nd term of 5 consecutive years
commencing from 29 July 2026 till 28 July 2031,
subject to approval of shareholders in the ensuing
annual general meeting.

The composition of the Board of Directors of the
Company continues to be in compliance with the
requirements prescribed under the Companies
Act, 2013 and the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015.

The Company has received declarations from all the
Independent Directors of the Company confirming
that they meet the criteria of Independence as
prescribed both under the Companies Act, 2013
and Regulation 16 (1) (b) of SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015.

The Independent Directors have complied with the
Code for Independent Directors prescribed under
Schedule IV to the Companies Act,2013 and SEBI
(Listing Obligations and Disclosure Requirements)
Regulations, 2015. The Board is of the opinion that
the Independent Directors of the Company possess
requisite qualifications, experience and expertise,
proficiency and they hold highest standards
of integrity.

The Company has devised a Policy for performance
evaluation of Independent Directors, Board,
Committees and other Individual Directors which
includes criteria for performance evaluation of the
Non-Executive Directors and Executive Directors.
The Board has carried out an annual evaluation
of its own performance, various committees and
Individual directors.

The Board members are provided with necessary
documents, reports and policies to enable them
to familiarise with the Company's procedures and
practices. Periodic presentations are made at the
Board and Committee Meetings, on business and
performance updates.

The details of such familiarization programmes for
Independent Directors are posted on the website
of the Company and can be accessed at https://
tinyurl.com/y2u4uszs

The Policy for selection of Directors and determining
Directors Independence and Remuneration Policy
for Directors, Key Managerial Personnel and other
employees is annexed as Annexure II to this Report.

Change in Key Managerial Personnel during
the years:

During the year under review, Mr. Atul Bohra
ceased as Group Chief Executive Officer with effect
from 11 November 2025.

10. Meetings of the Board of Directors

Seven (7) Board Meetings were held during the
year and the gap between two meetings did not
exceed 120 days. The dates on which the board
meeting were held as follows:

i. 24 May 2025

ii. 29 July 2025

iii. 11 August 2025

iv. 29 August 2025

v. 11 November 2025

vi. 25 November 2025

vii. 05 February 2026

11. Scheme of Amalgamation and
Arrangement

The Hon'ble National Company Law Tribunal,
Mumbai Bench, vide its Order dated 7 October
2025, has approved the Scheme of Amalgamation
between Kolte-Patil Developers Limited ("the
Company") and Kolte-Patil Integrated Townships
Limited, a wholly owned subsidiary of the Company
under Sections 230 to 232 of the Companies
Act, 2013.

12. Statutory Auditors

The Members of the Company, at the at 32nd
Annual General Meeting held on 19 August 2023
have appointed M/s. S R B C S CO LLP, Chartered
Accountants (LLP Registration No. AAB-4318, FRN
- 324982E/E300003) for a first term of 5 (five)
years from the conclusion of this 32nd AGM upto
the conclusion of 37th AGM of the Company to be
held in 2028.

The Auditors' Report for the FY 2025-26 does not
contain any qualification, reservation, or adverse
remark. The Report is enclosed with the financial
statements in this Annual Report.

13. Contracts or arrangements with
related parties

During the year under review, all transactions/
arrangements entered by the Company with
related parties were in the ordinary course of
business and on an arm's length basis. The details
of transactions are given in the Note No 47 in
Notes to Accounts forming part of the Audited
Standalone Financial Statement.

The Policy on materiality of related party
transactions and dealing with related party
transactions as approved by the Board may be
accessed on the Company's website at the link:
https://tinyurl.com/5d9r4up6

14. Conservation of energy, technology
absorption and foreign exchange
earnings and outgo

As the Company is not engaged in the
manufacturing activities, the information related
to Conservation of energy, technology absorption
has not been provided.

The details of Foreign Exchange outgo are
as follows:

Particulars

For Year
ended 31
March 2026

For Year
ended 31
March 2025

Travelling Expenses

49

28

Professional Fees

168

0

Advertising/
Marketing Expenses
Total

240

358

457

386

15. Particulars of loans, guarantees and
investments

The particulars of loans, guarantees and
investments are given in Note No 06, 36 and 46
in Notes to accounts forming part of the Audited
Standalone Financial Statements.

16. Extract of the annual return

In accordance with Sections 92(3) read with 134(3)
(a) of the Act, the Annual Return of the Company as
on 31 March 2026 is available on the website of the
Company at: https://tinyurl.com/mtfsh53w

17. Corporate Social Responsibility (CSR)

In compliance with Section 135 of the Companies
Act, 2013 read with the Companies (Corporate
Social Responsibility Policy) Rules 2014, the
Company has established Corporate Social
Responsibility (CSR) Committee and Report on CSR
Activities forms part of this Report as Annexure III.

18. Audit Committee

The Audit Committee of the Company comprises of
following members as on 31 March 2026:

Name of the
Member

Designation

Category

Ms. Avani Davda

Chairperson

Independent

Director

Mr. Girish Vanvari

Member

Independent

Director

Mr. Mohit Arora

Member

Non-Executive

Director

Mr. Vinod Patil, Company Secretary of the
Company, acts as the secretary to the Audit
Committee and the Managing Director, Chief
Executive Officer and the Chief Financial Officer of
the Company are permanent invitees to the Audit
Committee Meetings.

During the year under review, the Board has
accepted all the recommendations of the
Audit Committee.

19. Vigil Mechanism for Directors and
Employees

The Vigil Mechanism of the Company, which also
incorporates a Whistle Blower Policy in Regulation
22 of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, includes an
Ethics S Compliance Task Force comprising senior
executives of the Company. Protected disclosures
can be made by a whistle blower through an e-mail,
or dedicated telephone line or a letter to the Task
Force or to the Chairperson of the Audit Committee.

The Company is committed to adhere to the highest
standards of ethical, moral and legal conduct of
business operations. To maintain these standards,
the Company encourages its employees who have
concerns about suspected misconduct whether by
the Directors, employees, vendors or customers
and to come forward and express these concerns
without fear of punishment or unfair treatment. The
report received from employees will be reviewed by
Audit Committee. The Directors and Management
Personnel are obligated to maintain confidentiality
of such reporting and ensure that the whistle
blowers are not subjected to any discriminatory
practices. No person has been denied access to the
Audit Committee.

The said policy can be accessed at
https://tinyurl.com/3r2j5za5

20. Nomination and Remuneration Committee

The Nomination and Remuneration Committee of
the Company comprises of following members as
on 31 March 2026:

Name of the
Member

Designation

Category

Ms. Avani Davda

Chairperson

Independent

Director

Mr. Girish Vanvari

Member

Independent

Director

Mr. Asheesh Mohta

Member

Non-Executive

Director

21. Managerial Remuneration

The Details required as per Rule 5(1) and (2) of
the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014 are given in
Annexure IV to the Directors report.

22. Employee Stock Option Scheme

The Nomination and Remuneration Committee
of the Board of Directors of the Company, inter
alia, administers and monitors the Kolte-Patil
Employees Stock Option Scheme 2021 ("ESOS
2021") of the Company in accordance with the
applicable SEBI Guidelines.

The applicable disclosures as stipulated under the
SEBI Guidelines as on 31 March 2026 (cumulative
position) with regard to the Kolte-Patil Employees
Stock Option Scheme 2021 ("ESOS 2021") are
provided in Annexure V to this Report.

23. Secretarial Audit Report

Pursuant to Regulation 24A of SEBI (Listing
Obligations and Disclosure Requirements)
Regulations,2015("ListingRegulations")andSection
204 of the Companies Act 2013, the shareholders
of the Company in its 34th Annual General Meeting
held on 22 September 2025 had appointed
M/s. Mehta S Mehta, Company Secretaries in
Practice, having ICSI Unique Identification No.
P1996MH007500 as its Secretarial Auditors to
conduct the secretarial audit of the Company for a
period of Five consecutive years from the financial
year 2025-26 till the financial year 2029-30.

The Secretarial Auditor Report for the FY 2025-26
does not contain any qualification, reservation, or
adverse remark. The Report of Secretarial Auditor
for the Financial Year 2025-26 is annexed to this
report as Annexure VI.

24. Reporting of Frauds by the Auditors

During the year under review, neither the Statutory
Auditors nor the Secretarial Auditors have reported
to the Audit Committee, under Section 143(12) of
the Companies Act 2013, any instances of fraud
committed against the Company by its officers
or employees, the details of which would need
to be mentioned in the Board's report or directly

to the Central Government under intimation to
your Company.

25. Secretarial Standards

The Ministry of Corporate Affairs notified the
Secretarial Standard on Meetings of the Board of
Directors (SS-1), Secretarial Standard on General
Meetings (SS-2).

The Company complies with Secretarial Standards
and guidelines issued by the Institute of Company
Secretaries of India (ICSI).

26. Corporate Governance Certificate

The Report on Corporate Governance for the
Financial Year 2025-26, as stipulated under SEBI
(Listing Obligations and Disclosure Requirements)
Regulations, 2015 is presented in a separate
section forming part of the Annual Report.

The Company has obtained the Compliance
certificate for the Financial Year 2025-26 from
M/s. Mehta S Mehta, Company Secretaries in
Practice, having ICSI Unique Identification No.
P1996MH007500 for the compliance of conditions
of corporate governance as stipulated in Regulation
34 (3) real with Part E of Schedule V of SEBI
(Listing Obligations and Disclosure Requirements)
Regulations, 2015.

27. Business Responsibility and Sustainability
Report ("BRSR")

The BRSR for the Financial Year 2025-26 as
required under Regulation 34(2)(f) of the Listing
Regulations is presented in a separate section and
forms an integral part of this Annual Report.

28. Risk Management Policy

The Company has constituted Risk Management
Committee. As on 31 March 2026, the Risk
Management Committee comprising 3 members,
in which 1 member is Independent Director.

Risk Management Committee of the Company
comprises of following members as on 31
March 2026:

Name of the
Member

Designation

Category

Mr. Rajesh Patil

Chairman

Managing

Director

Mr. Girish Vanvari

Member

Independent

Director

Mr. Asheesh Mohta

Member

Non-Executive

Director

The Risk Management Committee has approved the
Risk Management Policy. The Committee monitors

the policy, ensures that the Company is acting
appropriately to achieve prudent balance between
the risk and reward and evaluates significant risk
exposures and assesses the management's actions
to mitigate the exposures. The Risk Management
Committee also reviews the Company's initiatives
towards sustainability and performance against
various NGRBC Principles.

29. Directors' Responsibility Statement

Your Directors state that:

a) in the preparation of the annual accounts
for the year ended 31 March 2026, the
applicable accounting standards read with
requirements set out under Schedule III to
the Act, have been followed and there are no
material departures from the same;

b) the Directors have selected such accounting
policies and applied them consistently and
made judgements and estimates that are
reasonable and prudent so as to give a true
and fair view of the state of affairs of the
Company as at 31 March 2026 and of the
loss of the Company for the year ended on
that date;

c) the Directors have taken proper and sufficient
care for the maintenance of adequate
accounting records in accordance with the
provisions of the Act for safeguarding the
assets of the Company and for preventing
and detecting fraud and other irregularities;

d) the Directors have prepared the annual
accounts on a 'going concern' basis;

e) the Directors have laid down internal financial
controls to be followed by the Company
and that such internal financial controls are
adequate and are operating effectively; and

f) the Directors have devised proper systems
to ensure compliance with the provisions of
all applicable laws and that such systems are
adequate and operating effectively.

30. Management's Discussion And Analysis
Report

Management's Discussion and Analysis Report for
the year under review, as stipulated in Regulation
34 (2) (e) of the Listing Regulations, is presented in a
separate section forming part of the Annual Report.

31. Disclosure under the Sexual Harassment
of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013

The Company has adopted a Policy on Prevention
and Redressal of Sexual Harassment at workplace.
Pursuant to the provisions of the Sexual
Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013, the Company
has in place an Internal Complaints Committee for
prevention and redressal of complaints of sexual
harassment of women at the workplace.

Status of Complaints received during the year
under review:

Received
during the
year

Disposed off
during the year

Pending for
more than
Ninety Days

NIL

NIL

NIL

Also, there are no complaints which are pending for
a period of more than 90 days.

32. Disclosure of compliance under Maternity
Benefits Act, 1961

The Company has duly complied with the provisions
of the Maternity Benefits Act, 1961 and due benefits
have been provided to the eligible employees of
the Company.

33. Dividend Distribution Policy

The Company has framed the Dividend Distribution
Policy and the same has been uploaded on
the website of the Company at https://tinyurl.
com/6rsvs3ee

34. Credit Rating

The Company has obtained credit rating from
CRISIL, which is as follows:

a) Bank facilities of H800 Crores: CRISIL AA-/
stable for Long Term and CRISIL A1 for
Short Term

b) Non-Convertible Debentures of H206.5
Crores: CRISIL AA-/stable

c) Non-Convertible Debentures of H113.65
Crores: CRISIL AA-/Stable

d) Non-Convertible Debentures of H134.2 Crores:
CRISIL AA-/Stable

e) Non-Convertible Debentures of H250 Crores:
CARE AA-/Stable

35. Maintenance of cost records

The Company is required to maintain cost records

and have the cost records audited by a cost auditor

as specified u/s 148 of the Act.

The Cost records have been prepared and

maintained by the Company for FY 2025-26.

36. Other Disclosures

During the year under review:

Ý no significant and material orders were
passed by the regulators or courts or tribunals
impacting the going concern status of the
Company and or it's operations in future;

Ý no proceedings are made or pending under the
Insolvency and Bankruptcy Code, 2016 and
there is no instance of one-time settlement
with any Bank or Financial Institution;

Ý no shares with differential voting rights and
sweat equity shares have been issued;

Ý there has been no change in the nature of
business of the Company.

37. Other Financial Disclosures:

Ý There were no material changes and
commitments affecting the financial position
of the Company which occurred between
the end of the financial year to which this
financial statement relates on the date of this
Annual Report.

Ý During the Financial Year, there was
no amount proposed to be transferred
to Reserves.

38. Acknowledgements

Your Directors take this opportunity to thank
customers, investors, vendors, Central and State
Governments, business associates and bankers
for their consistent support and co-operation to
the Company. Your Directors take this opportunity
to thank all the employees who have helped
for sustained excellence in performance of
the Company.

Finally, the Directors would like to convey their
gratitude to the members for reposing their
confidence and faith in the Company and
its management.

For and on behalf of the Board of Directors

Girish Vanvari Rajesh Patil

Chairman Managing Director

DIN 07376482 DIN: 00381866

Date: 22 May 2026
Place: Pune