Dear Members,
Your Directors hereby present the 54th Annual Report and Audited Financial Statements of the Company for the Financial Year ended 31st March, 2025.
Financial Results
The Financial Performance of the Company for the Financial Year ended 31st March, 2025 is summarized herein below:
(Amount in Rs. Crore) | ||||
Particulars | 2024-25 | 2023-24 | ||
Revenue from Operations including Other Income | 136.20 | 136.20 | 192.57 | 192.57 |
Less: Expenses | ||||
Construction & Real Estate Project Expenditure including Cost of Land Sold | 506.08 | 726.61 | ||
Changes in Inventories of Finished Goods, work-in-progress and Stock-inTrade | ||||
Employee Benefits Expense | 17.90 | 17.30 | ||
Finance Costs | 1,430.69 | 1,996.67 | ||
Depreciation and Amortization Expense | 2.79 | 2.54 | ||
Other Expenses | 28.92 | 12.14 | ||
Total Expenses | 1,986.38 | 2,755.26 | ||
Profit/ (Loss) before Tax and Exceptional Items | (1,850.18) | (2,562.68) | ||
Less: Exceptional Items | - | - | ||
Profit/ (Loss) before Tax | (1,850.18) | (2,562.68) | ||
Profit/ (Loss) from continuing operations after Tax | (1,850.18) | (2,562.68) |
Material changes affecting the Company
There were no material changes or commitments affecting the financial position of the Company having occurred between the end of the financial year to which the Financial Statements relate and the date of report, other than the ones already provided or stated in the Financial Statements.
Financial Highlights
The total income of the Company for the year under review was Rs.136.20 Crore. The losses before tax stood at Rs.1,850.18 Crore and losses after tax also stood at Rs.1,850.18 Crore. On consolidated basis, the total income of the Company stood at Rs. 396.80 Crore. The consolidated losses before tax stood at Rs. 3,029.35 Crore and losses after tax stood at Rs. 3,178.17 Crore.
Segmental Revenues (Consolidated)
On consolidated basis, the Real Estate and related Division contributed Rs. 189.42 Crore in the coffers of the Company, whereas the contribution from the Property Management business was Rs. 159.80 Crore and Nil from the Power Transmission business. Further the Hospitality segment contributed Rs. 34.29 Crore whereas Rs. 13.30 Crore was Contributed by way of investment and other activity toward the gross revenue.
Business and Operations
During the year under review, there was no change in the business of your Company.
Operating Environment
The operating environment this year continued to remain challenging. Geopolitical conflict in Europe coupled with the global supply chain disruptions led to an unprecedented inflation in food, energy, and commodity prices. The widespread inflation posed major challenges, specifically with prices of several commodities inflating to their decadal highs. There has been, however, normalization in economic activities after a couple of years of Covid induced disruptions.
Management Discussion and Analysis Report
The Management Discussion and Analysis (MDA) report for the year under review, as stipulated in regulation 34 and schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as Listing Regulations), has been enclosed separately, which may be read as an integral part of the Board Report.
Report on Corporate Governance
The Report on Corporate Governance, along with compliance certificate from CS Kiran Amarpuri, Practicing Company Secretary (CP No. 7348), confirming compliance of the conditions of Corporate Governance as stipulated in schedule V of the Listing Regulations, has been enclosed separately, which may be read as an integral part of the Board Report.
Consolidated Financial Statement
The Audited Consolidated Financial Statements of the Company, its subsidiaries, associates and joint ventures provided in the Annual Report have been prepared in accordance with the provisions of the Companies Act, 2013, read with Ind. AS 110- "Consolidated Financial Statements" and Ind. AS 28- "Investments in Associates and Joint Ventures" and Ind. AS 31 -"Interests in Joint Ventures".
Subsidiaries, Joint Ventures & Associates
Pursuant to provisions of section 129 (3) of the Companies Act, 2013, a statement containing salient features of Financial Statements of subsidiaries, joint ventures and associates (Form AOC-1) of M/s Unitech Limited is attached to the Financial Statements. The said Statement portrays the performance and financial position of each of Companys subsidiaries, joint ventures and associates. The policy for determining material subsidiaries, as approved, may be accessed at the Companys website http://www.unitechgroup.com/investor-relations/policy- determining-material-subsidiaries.asp.
The names of Companies which have become or ceased to be the subsidiaries, joint ventures or associate companies during the year.
M/s Unitech Power Transmission Limited (UPTL) has ceased to be a subsidiary of M/s Unitech Limited with effect from 13.03.2025, when the transfer of the entire equity shareholding of UPTL took place in favour of M/s Auro Infra Private Limited (AIPL), subsequent to the execution of the Share Purchase Agreement (SPA) on 11.03.2025 between M/s Unitech Limited, 06 subsidiary companies of M/s Unitech Limited (holding 10 equity shares each, jointly with Unitech Limited), M/s Auro Infra Private Limited and the UPTL.
Apart from the above, no other changes have taken place in the subsidiaries, joint ventures or associate companies during the year under review.
Annual Return
As required under section 92 of the Companies Act, 2013, the Annual Return for the Financial Year ended March 31, 2025 is available on the website of the Company and can be accessed at https://www.unitechgroup.com/investor- relations/regulation-46-annual-return.asp.
Details of Directors
Members are aware that faced with numerous litigations by a large number of homebuyers and other stakeholders, the Honble Supreme Court directed the Union of India, vide its order dated 18.12.2019, to propose the appointment of an independent Board of Directors for M/s Unitech Limited.
In compliance thereto, the Central Government proposed the constitution of a new Board of Directors, which was approved by the Honble Supreme Court, vide its order dated 20.01.2020, passed in Bhupinder Singh Vs. Unitech Limited in Civil Appeal No. 10856/ 2016. Following from the above, the Honble Supreme Court was pleased to direct the supersession of the erstwhile Management with the appointment of a new Board of Directors.
During the year under review, there has been no change in the composition of the Board of Directors of the Company. The composition of the Board of Directors as on 31.03.2025 was as follows:
Sr. No. Name(s) | Designation | Date of Appointment |
1 Sh. Yudhvir Singh Malik, IAS (Retd.) | Chairman & Managing Director | 21.01.2020 |
2 Dr. Girish Kumar Ahuja | Director | 22.01.2020 |
3 Sh. Jitu Virwani | Director | 22.01.2020 |
4 Sh. Prabhakar Singh | Director | 03.02.2020 |
5 Ms. Uma Shankar | Director | 19.10.2022 |
Further, after the close of the financial year till the signing of this report, no changes have taken place in the composition of the Board of the Company.
Key Managerial Personnel
In compliance of the provisions of sections 2 (51) and 203 of the Companies Act, 2013, the following Directors and Officials of the Company were designated as the Key Managerial Personnel (KMP) of the Company during the year under review:
Sr. No. Name(s) | Designation |
1 Sh. Yudhvir Singh Malik | Chairman and Managing Director |
2 Sh. Ashok Kumar Yadav | Chief Executive Officer |
3 Sh. Tajinder Pal Singh Madan | Chief Financial Officer |
4 Ms. Anuradha Mishra | Company Secretary & Compliance Officer |
Board Meetings
Seven (07) meetings of the Board of Directors were held during the year under review. Details of the meetings are provided in the Corporate Governance Report, which may be read as an integral part of the Board Report.
Annual Evaluation of Directors, Committees and Board
All the Directors have been appointed by the Central Government as its Nominee Directors with the prior approval of the Honble Supreme Court. The annual evaluation of performance of Directors, Committees and Board has, therefore, not been undertaken.
Opinion of the Board with regard to integrity, expertise and experience of the Independent Directors appointed during the year
No new Directors were appointed during the year under review. Further, it may be noted that since all the Directors on the Board of the Company had been appointed by the Central Government with the prior approval of the Honble Supreme Court, the impugned opinion was not required to be provided. All the Directors are well-known professionals from diverse fields and have no personal or pecuniary interest in the Company.
Statement on declaration by Independent Directors
The Directors of the Company have been appointed by the Central Government (Ministry of Corporate Affairs), in compliance of the order of the Honble Supreme Court dated 20.01.2020 and all the Directors are Nominee Directors.
Policy on Directors Appointment and Remuneration
The Directors of the Company have been appointed by the Central Government with the prior approval of Honble Supreme Court. No remuneration is being paid to the Directors of the Company, except sitting fee for attending the meetings of the Board/ Committees held from time to time. The remuneration of Chairman & Managing Director of the Company has been determined by the Central Government in the Ministry of Corporate Affairs. Hence, there is no formal policy in place in respect of appointment and remuneration of Directors in view of the matters being under the control and supervision of the Honble Supreme Court.
Nomination and Remuneration Policy
The Nomination and Remuneration Policy containing criteria for determining qualifications, positive attributes, and independence of Directors, policy relating to remuneration to Directors, Key Managerial Personnel and Senior Management Personnel of the Company have been disclosed in the Corporate Governance Report, which may be read as an integral part of the Board Report.
Directors Responsibility Statement
Subject to the Audit qualifications raised by the Statutory Auditors, findings of the investigations by different Investigating Agencies and decisions by different Courts of competent jurisdiction, the Directors confirm in terms of section 134 (5) of the Companies Act, 2013 that:
(i) While preparing the Annual Accounts for the year ended 31st March, 2025, the applicable accounting standards have been followed, along with proper explanations relating to material departures;
(ii) 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 on 31st March, 2025 and of the loss of the Company for the year ended on that date;
(iii) 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;
(iv) The Directors have prepared the annual accounts on an on-going concern basis;
(v) The Directors, as a part of the new Management, propose to lay down sound internal financial controls to be followed by the Company and that such internal financial controls would be adequately commensurate with the size of its operation and business; and
(vi) The Directors, as a part of the new Management, would endeavour to devise proper system to ensure compliance with the provisions of all applicable laws and that such systems would be adequate and operationally effective.
Details in respect of frauds reported by Auditors under section 143 (12) of the Companies Act, 2013, other than those which are reportable to the Central Government
To the best of our knowledge and belief and subject to the (i) outcome of the ongoing investigations by various Investigating Agencies pertaining to transactions conducted during the period of the erstwhile Management or even otherwise, having cascading impact, (ii) outcome of the cases pending in Courts of competent jurisdiction, and (iii) Audit qualifications, no frauds were reported by the Auditors under section 143 (12) of the Companies Act 2013, for the year under review.
Auditor and Auditors Report
The Members of the Company appointed M/s GSA & Associates, LLP, Chartered Accountants (FRN 000257 N/ N500339), as Statutory Auditors of the Company in the 50th Annual General Meeting, for a period of five years till the conclusion of 55th Annual General Meeting.
Auditors Report - Qualified Observations
Management Response to Independent Statutory Auditors Report on the Audited Standalone Financial Results of M/s Unitech Limited for the Quarter and Financial Year ended 31.03.2025
Additional Qualifications:
1. Non-comoliance of Schedule III | (i) After the new Management took over pursuant to the order dated 20.01.2020 passed by the Honble Supreme Court, the Company has been making efforts to collect the title papers of pan-India land parcels held by Unitech Group and kept them in the safe custody in the Central Record Room at Gurugram. |
The Company is not able to provide/ substantiate details of following disclosures required under the provisions of Schedule III of Companies Act, 2013: | (ii) The issue of reconciliation of land parcels between the Land Division and the Accounts Division has been taken in hand since a large number of landholdings have been charged or mortgaged by the erstwhile Management and, therefore, the reconciliation thereof becomes very important. This exercise is under process, and details thereof would be shared with the statutory Auditors, in due course of time, for their reference. |
(a) Complete details of title deeds of immovable properties not held in the name of the Company; | (iii) The delay in reconciliation has primarily been because of the problems inherited by the new Management. |
(b) Details of benami property held and any proceeding has been initiated or pending against the company, if any | (iv) The new Management has no details of benami property, which is a subject matter of investigations by the Investigation Agencies. |
(c) Utilisation of borrowed funds; | (v) No funds have been borrowed by the Company from any Bank or Financial Institution after the new Board of Directors has taken over. As far as the funds borrowed prior to the appointment of new Board of Directors are concerned, the specific details about their utilization are not available in the Company and this aspect is also being looked into by the Central Investigating Agencies. |
(d) Ageing for trade receivables; | |
(e) Ageing for trade payables; | |
(f) Details related to creation/ satisfaction of charges; |
Secretarial Auditors
Pursuant to the provisions of section 204 of the Companies Act, 2013, read with rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors of the Company in its meeting held on 13.11.2024, appointed CS Kiran Amarpuri, Company Secretary in Practice (CP No. 7348), to conduct the Secretarial Audit of the Company for the financial year 2024-25.
The Secretarial Audit Report for the financial year 2024-25 (Form MR-3) submitted by the Secretarial Auditor is annexed herewith at Annexure-1, which may be read as an integral part of the Board Report.
The response of your Directors to the observations made by the Secretarial Auditor is as follows:
Sr. No. Observations of the Secretarial Auditor | Response of the Management |
1. The Company has failed to repay deposits accepted by it including interest thereon before the commencement of Companies Act, 2013. The matter of fixed depositors is pending before the Honble Supreme Court and the principal amount of deposits are being repaid in accordance with the directions of the Honble Supreme Court. | The matter related to Fixed deposits is being governed under the directions of the Honble Supreme Court. The Company has not accepted or re-paid any FD at its own level. |
2. The Company has been generally filing the forms and returns with the Registrar within the prescribed time. However, there have been few instances where there have been delays in filing. The Company has failed to file Return of Deposit in Form DPT-3. | The Company is in the process of compiling the required details prescribed for filing of e-form DPT-3 and this noncompliance will be rectified by 30th September, 2025. |
3. The Board of Directors consist of less than 6 Directors in contravention of regulation 17 (1) (c) of SEBI (LODR) Regulations, 2015. | (i) All the Directors on the Board of M/s Unitech Limited have been appointed by the Union of India (Ministry of Corporate Affairs), with the prior approval of Honble Supreme Court, granted vide its Orders dated 20.01.2020 and 13.10.2022. |
(ii) The process for the appointment of one more Director on the Board of M/s Unitech Limited has already been initiated by Union of India (Ministry of Corporate Affairs) and the same is pending consideration of the Honble Supreme Court. | |
(iii) The Ministry of Corporate Affairs has, vide its letter No. F.N.10/1/2020-Legal dated 21.05.2024, directed the Regional Director (Northern Region), Ministry of Corporate Affairs, to move an application before the Honble Supreme Court for seeking its approval for the appointment of one more Director on the Board of M/s Unitech Limited. | |
(iv) The above facts have also been captured in the Secretarial Compliance Report of M/s Unitech Limited filed with the National Stock Exchange of India Limited (NSE) and BSE Limited on 30.05.2025 for the FY 202425. | |
4. The action of continuation of trading in securities in z category for non-filing of financial results was initiated by the Stock Exchanges. | (i) The present Management of the Company had taken up the issue with the Stock Exchanges for waiver of fines/ penalties and for moving the scrip of the Company from "Z" category to "B" category for having taken appropriate steps in becoming fully compliant qua all the statutory filings. In this respect, various communications (which are also uploaded on the Companys website for the information of investors and other stakeholders) had been exchanged between the new Management, the SEBI, Stock Exchanges as well as the Ministry of Corporate Affairs (MCA). |
(ii) The CMD, Unitech Group, had also written letters in this behalf to the Chairman, BSE Limited (BSE) and the Chairman & Managing Director, National Stock Exchange of India Ltd. (NSE) in October, 2024. They were informed that the current Management had taken a series of steps for rectification of non-compliances under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, which had been inherited from the erstwhile Management. | |
(iii) It is also apprised that a letter dated 27.03.2025 was sent by the Deputy Director, Legal & Prosecution Division, Ministry of Corporate Affairs, to the BSE Limited requesting the BSE to consider the waiver application moved by M/s Unitech Limited and take necessary action at their end, as deemed fit. Accordingly, the BSE Limited requested the NSE to look into the matter. The matter is pending with the Stock Exchanges. | |
5. There are instances of legal cases filed against the Company under the various laws applicable to the Company. These cases are filed with various courts of the Country. Moratorium on all the proceedings against the company is continued in terms of order of Honble Supreme Court dated 20.01.2020 | The Honble Supreme Court has, vide its order dated 20.01.2020, granted moratorium against the institution of proceedings, continuation of the existing proceedings and enforcement of the orders that may have been passed against the Company. The aforesaid order reads as under: |
"(vii) Pending further orders of this Court, there shall be a moratorium against the institution of proceedings against Unitech Limited and its subsidiaries. The moratorium shall also extend to existing proceedings against the company as well as enforcement of orders that may have been passed against the company." | |
6. With regard to the unclaimed and unpaid amounts pertaining to matured deposits and interest accrued thereon, the Company has informed us that a number of depositors have put in claims which are pending before various judicial fora for the matured deposits and interest accrued thereon. The amount which was due to be transferred to IEPF Fund with respect to unpaid and unclaimed matured deposits and interest thereon, which is outstanding for a period of seven years from the date they became due for repayment, have not been transferred to IEPF Fund constituted under Section 125 of the Companies Act, 2013. | Chapter 8 of the Resolution Framework deals with the subject of Fixed Deposits, which is awaiting final adjudication from the Honble Supreme Court. However, the fact that they would only be paid the Principal Amount (without any interest) has already been accepted by the Honble Supreme Court while allowing refunds to the FD holders from time to time on grounds of Medical Exigencies. The amount of repayment is also released by the Registry of the Honble Court from out of the deposits lying with the Registry on Unitechs account. The Company has not accepted or repaid any matured FD amount at its own level. |
Particulars of Loans, Guarantees or Investments
Particulars of Loans and Guarantees given or Investments made under section 186 of the Companies Act, 2013, are given in the respective Notes to Standalone Financial Statements.
Contracts or arrangements with Related Parties under section 188(1) of the Act
With reference to section 134 (3) (h) of the Companies Act, 2013, the Related Party Transactions (RPTs) under section 188 of the Companies Act, 2013 and regulation 23 of the Listing Regulations were placed before the Audit Committee and the Board. All contracts/ arrangements/ transactions made by the Company during the relevant year with the Related Parties were in the ordinary course of business and on an arms length basis.
As detailed in Note No. 43 of Standalone Financial Statement, the Company has not entered into any transaction with Related Parties during the year under report, which could be considered material in accordance with the policy of the Company on materiality of Related Party Transactions. In view of the same, giving particulars of contracts or arrangements with the Related Parties in Form AOC-2 is not required for the year under review. The Company has framed a policy on dealing with Related Party Transactions and the same is available at Companys website www.unitechgroup.com. Your Directors draw your attention to Note No. 43 to the Standalone Financial Statement, which sets out the related party disclosures.
The State of the Companys Affairs
1. The Members are informed that the Company has a total of 74 incomplete residential and 10 commercial projects at 11 pan-India locations in 7 states. The Management has initiated the construction activities in 51 residential and commercial projects. In case of all other projects, the requisite pre-construction processes and statutory approvals are under process, some of which are pending directions from the Honble Supreme Court.
2. One major cluster of projects is at Gurugram (Haryana) accounting for about 7,000 Homebuyers in various projects. The Management has been able to obtain the requisite approvals (like renewal of licences, additional licenses, approval of layout and zoning plans, building plans and Occupation Certificates) from the Department of Town & Country Planning, Haryana in respect of majority of these projects from time to time. The issue of renewal of License in respect of the Rewari Project is still pending consideration of the Honble Supreme Court.
The Environmental Clearance in respect of only one project in Gurugram (Uniworld Resorts) is still under process due to the non-constitution of the State Expert Appraisal Committee (SEAC) and the State Environment Impact Assessment Authority (SEIAA) by the State Government of Haryana. It is pertinent to note that the works at a number of projects in Gurugram, Ambala and Mohali have already commenced on the ground.
3. The Projects at Kolkata, Chennai and Bengaluru have not been able to take off due to pendency of grant of approvals of the competent authorities qua the Layout Plans, Building Pans and the ECs in case of these projects even though contracts have already been awarded for certain parts of these projects. The Management is vigorously following up with the respective State Authorities in this respect. In case of Kolkata Project, however, the bottleneck with respect to the approval of Plantation Plan, which is a kind of NoC and is held-up for a long time. Likewise, the grant of Environment Clearance (EC) is also held up with the SEAC/ SEIAA. The Management now plans to place the matter before Honble Supreme Court for required directions to the concerned authorities.
4. In the case of Noida based projects, which account for the second largest cluster of Homebuyers after Gurugram, there have been significant developments. In compliance of the directions of the Honble Supreme Court dated 01.02.2023, the new Management of Unitech Group uploaded the Revised Layout Plans in respect of Sector 96-97-98, Noida on OBPAS (the designated portal of Noida Authority) on 08.02.2023. Similarly, revised building plans in respect of the project at Sector-113, Noida were uploaded on 08.02.2023. The Revised Building Plans in respect of Sector-117, Noida were submitted vide application No. 2023/02/08/8434. Despite having obtained the clearances required prior to the approval of the Building Plans, Noida Authority was reluctant to approve the Layout Plan/ Building Plan in respect of Noida-based projects. As such, the matter was referred to the Honble Supreme Court once again. The same was deliberated upon by the Honble Court in its various hearings held on 09.10.2023, 03.11.2023 and 12.04.2024. Further, after the final direction was issued by the Honble Court on 26.04.2024, the Layout Plans and Building Plans were approved/ re-validated in respect of parts of the projects on 30.05.2024 by the Noida Authority.
Thereafter, the Environment Clearance (EC), Consent to Establish (CTE) and other statutory clearances were also obtained from the respective Competent Authorities. This has helped the Company to commence work on all the three projects qua the areas already sold to the Homebuyers. It is apprised that the Unitech Management made a further submission before the Honble Supreme Court for approval of plans for the balance area of the project land vide IA No. 241599/ 2024. The matter was heard by the Apex Court and has directed the Noida Authority to approve the pending Layout Plans/ Building Plans in respect of the Noida-based projects vide its order dated 21.05.2025. Accordingly, a representation was submitted to the Noida Authority on 02.06.2025 and the said matter remains under consideration by the Noida Authority. Further, all observations raised by the Noida Authority on 02.06.2025, 13.06.2025 and 11.07.2025 have also been replied to by the Company, which stand cleared. However, the requisite approvals in respect of the 03 Noida based Projects from the Noida Authority are still awaited.
5. During the year under review, the matter of sale of Unitech Power Transmission Limited (UPTL) was also under consideration. As informed to the Members earlier also, since the value offered by M/s Jakson Limited was found to be the highest among all the bidders, it was allowed to conduct Due Diligence as per the process note prepared by E&Y in consultation with UPTL to facilitate the highest bidder to submit its Binding Offer on or before 17.06.2023. Eventually, the Binding Term Sheet for an amount of Rs. 65 Crore was received on 17.06.2023, along with a BG of Rs. 1.00 Crore. The highest bidder had subsequently agreed to improve its offer to Rs. 67.00 Crore. The Board had approved the proposal by Circulation on 11.08.2023. However, the said transaction could not materialize as M/s Jakson delayed the process and finally offered a price of Rs. 47.50 crore, which was not acceptable to the Company. Finally, they backed out from the deal. Thereafter, the Management started exploring other Investors and sought Expressions of Interest during the FY 2024-25.
Subsequent thereto, after the exit of M/s Jakson Limited from the acquisition of UPTL, two new Bidders, namely (i) M/s R&C Infraengineers Private Limited, and (ii) M/s Auro Infra Private Limited approached the Management and showed interest in acquisition of 100% equity stake of UPTL. Since the bid received from M/s Auro Infra Private Limited (AIPL) was on the higher side i.e. Rs. 50.89 Crore, the BoD of M/s Unitech Limited in its meeting held on 26.06.2024 approved the proposal for 100% equity disinvestment of UPTL, at the negotiated price of Rs. 50.89 Crore on "as-is-where-is" basis in favour of M/s Auro Infra Private Limited be subject to final approval of the Honble Supreme Court.
Thereafter, the BoD of M/s Unitech Limited in its meeting held on 08.08.2024 decided for going public by using the Swiss Challenge Route so that by the time the Management submitted its proposal for disinvestment of UPTL before the Honble Supreme Court, it would have already exhausted the Swiss Challenge route also. Subsequent thereto, the approval of the BoD of M/s Unitech Limited was accorded on 13.09.2024 for the 100% equity disinvestment of M/s Unitech Power Transmission Limited (UPTL) at a price of Rs. 50.89 Crore on "as- is-where-is-whatever-is-basis", in favour of M/s Auro Infra Private Limited, pursuant to the Swiss Challenge Method and subject to final approval of the Honble Supreme Court. Further thereto, an IA (No. 229159 of 2024) was filed on 30.09.2024 in the Honble Supreme Court, seeking its approval for the disinvestment of UPTL to M/s Auro Infra Private Limited.
The Honble Supreme Court approved the disinvestment of UPTL vide its order dated 11.12.2024. Subsequently, the BoD of M/s Unitech Limited in its meeting held on 17.01.2025 approved the proposal for 100% equity disinvestment of M/s Unitech Power Transmission Limited (UPTL), at a price of Rs. 50.89 Crore on "as-is-where-is-whatever- is" basis, in favour of M/s Auro Infra Private Limited, pursuant to the approval of the Honble Supreme Court vide its order dated 11.12.2024. The BoD in the aforesaid meeting also approved the sale of the entire shareholding of the Company in M/s Unitech Power Transmission Limited, in favour of M/s Auro Infra Private Limited, on such terms and conditions as set out in the Share Purchase Agreement. In furtherance thereto, the Share Purchase Agreement amongst M/s Unitech Limited, six (06) subsidiary companies (holding 10 shares each jointly with M/s Unitech Limited), M/s Unitech Power Transmission Limited and M/s Auro Infra Private Limited was executed on 11.03.2025. The consideration amount of Rs. 50.89 Crore has also been received from M/s Auro Infra Private Limited via RTGS on 11.03.2025 in the Pool Account of M/s Unitech Limited and 100% equity shareholding of Unitech Limited in UPTL has been transferred in favour of M/s Auro Infra Private Limited on 13.03.2025. Further, AIPL is now taking care of all the existing projects of UPTL in line with the provisions contained in the SPA dated 11.03.2025.
6. The Honble Supreme Court, vide its order dated 18.05.2022, appointed Justice (Retd.) A. M. Sapre to be associated with every stage of tendering process and that the same be carried out under his supervision. Based on the ground-work done by PMCs, it was estimated that about 130-135 Tenders would be required to be floated for completion of all the 74 residential and 12 commercial projects. Since, it was practically not possible to float all the Tenders in one go, the Management decided to float these Tenders in four to five Lots, each Lot comprising about 30-35 Tenders, as also submitted before the Honble Supreme court vide ATR-IV.
As the Members are already aware, the Unitech Management after seeking the approval of the BoD and Justice (Retd.) A.M. Sapre in the month of December 2022, floated a total of 35 Tenders as part of Lot-1 on 02.01.2023. After the completion of Bid Management process and approval of BoD and Justice Sapre, a total of 15 Tenders were submitted to the Honble Supreme Court seeking directions for award of Contracts. Further, after the approval of BoD and Justice (Retd.) A.M. Sapre, the Management floated 51 Tenders as part of Lot-2 on its website on 08.05.2023 and 09.05.2023. After the completion of Bid Management Process for Lot-2 Tenders, a total of 34 Tenders were approved by the BoD and Justice Sapre on 18.08.2023, and the same were submitted in Honble Supreme Court for seeking their approval for awarding the Contracts to successful Bidders. The Honble Supreme Court permitted the Unitech Management to award contracts in respect of 49 (15+34) Tenders qua Lot-1 & Lot-2 on 03.11.2023.
In furtherance to the aforesaid order dated 03.11.2023, the Management uploaded the list of these approved 49 Tenders at the Companys website on 04.11.2023 and issued Letters of Intent (LoIs) to all the 23 Contractors to whom 49 Tenders of 39 Projects were awarded to comply with the requisite formalities for signing the Contract Agreements. Simultaneously, after seeking the approval of the BoD in its meeting held on 26.10.2023, the company floated 55 Tenders as part of Lot-3 on 07.11.2023/ 08.11.2023. After the completion of Bid Management Process for Lot-3 Tenders, a total of 38 Tenders were approved by BoD and Justice Sapre on 16.02.2024 and the same were submitted in the Honble Supreme Court for approval for award of Contracts to successful Bidders, which was allowed by the Honble Court vide its orders dated 26.04.2024.
Similarly, the Management after getting the approval of the BoD in its meeting held on 25.04.2024. floated 31 Tenders on 10.06.2024 as part of Lot-4. After the approval of the BoD on 13.11.2024, followed by the recommendation of Justice (Retd.) A.M. Sapre on 28.11.2024, 23 Tenders were awarded to successful L-1 bidders in December, 2024 pursuant to the order dated 04.12.2024 of the Honble Supreme Court. Further, 17 Tenders were floated as part on Lot- 5 on 30.12.2024. Out of these 17 Tenders, 10 Tenders were finalized/ approved to be awarded as part of Lot-5 in the meeting of the BoD held on 03.04.2025, subject to the approval by Justice (Retd.) A.M. Sapre and the Honble Supreme Court. Justice (Retd.) A.M. Sapre recommended the award of the aforesaid Tenders on 19.04.2025. The approval in this respect is still awaited from the Honble Supreme Court.
7. Separately, keeping in view that the works on various structures of buildings left incomplete by the erstwhile management had been lying stalled for a number of years, it was decided to get Health Safety Audit of all these buildings carried out from institutes of eminence.
The Honble Supreme Court was also apprised about the same through Action Taken report - III. Services of IIT Roorkee were availed for this purpose for all the under-construction buildings within NCR area, IIT Madras for the projects at Bangalore and Chennai, and Jadhavpur University for Kolkata based projects. In the process, the Heath Safety Audit and proof-checking of structure designs of a total of 179 Towers and 13 basements were carried out in respect of 27 Projects. While the buildings have been found largely safe, the experts have pointed out the need for carrying out Retrofitting works to address the deficiencies observed during these tests.
Accordingly, a total of 28 Tenders were floated for the Retrofitting Works along with the general Lot-3 Tenders. Contracts have been awarded in case of 25 Tenders pursuant to the approval of the BoD, Justice Sapre and the Honble Supreme Court. Reports of the concerned institutes have also been uploaded on the Companys website. Further Lot-4 Tenders, which comprised of 31 main and 07 Retrofitting Tenders, were floated on 10.06.2024. However, no Retrofitting Tender was awarded as part of Lot-4. Subsequently, Lot-5 Tenders, comprising of 16 main and 01 Retrofitting Tender, were floated on 30.12.2024 and after completion of the Bid Management process, 10 Tenders (including 01 Retrofitting Tender of Cascades- Kolkata) of Lot-5 were approved by BoD in its meeting held on 03.04.2025. After the approval of the BoD, Justice (Retd.) A.M. Sapre gave his approval for the same on 19.04.2025. Subsequent thereto, the recommendation/ approval of Justice (Retd.) A.M. Sapre has been submitted to the Honble Supreme Court and the award of contracts in case of 10 Tenders of Lot-5 is awaiting approval from the Honble Court. The matter is likely to be heard on the next date of hearing scheduled for 17.09.2025.
8. M/s Unitech Limited, in accordance with the directions of the Honble Supreme Court vide its order dated 03.11.2023, uploaded the Revised Payment Plan on its website. The Revised Payment Plan, as approved by the Honble Supreme Court, envisages payment of balance dues in quarterly installments linked with the tentative completion schedule of the project, and the last 5% payable at the time of offer of possession. Further, the Honble Supreme Court has held that any delay in payment as per the Revised Payment Plan would attract interest @9% per annum on the amount of default for the period of default.
The demand for payment of balance dues is raised only after the works are commenced at site. Further, as per the Honble Supreme Court directions dated 03.11.2023, para 6(iii), the Homebuyers who change their options from Refund to Possession and who had received partial refunds earlier through the Registry/ Ld. Amicus Curiae, were to repay the principal amount which was earlier refunded to them within a period of eight (8) weeks of their opting for Possession. Accordingly, the repayment of partially refunded amount was to be made by 15.02.2024.
Further to the above, the Management of M/s Unitech Limited, keeping in view the spirit of observations of the Honble Supreme Court during the hearing held on 26.04.2024, decided to give a final/ last opportunity to the Homebuyers continuing with Refund options to change their options from Refund to Possession by sending emails to this effect to the dedicated email ID refundtopossession@unitechgroup.com by or before 2400 hours on 31st May, 2024. A total of 1,954 Homebuyers had changed their options from "Refund" to "Possession" till 31.05.2024, pursuant to the directions of the Honble Supreme Court issued vide its orders dated 17.08.2021 and thereafter vide its order dated 03.11.2023.
As a result of the above, the Unitech Group was left with a total of 1,657 Homebuyers, who had not changed their options during the period granted for the purpose. The details of these refundseeking Homebuyers were uploaded on the website of the Company on 12.09.2024. Subsequently, the Management received representations from a considerable number of Homebuyers requesting for one more opportunity for the change of options from "Refund" to "Possession".
Considering their requests, the Board of Directors decided to give one final and last opportunity to the Homebuyers, for which a Public Notice was uploaded on the website on 18.11.2024. The Notice was also published in various leading newspapers on 01.12.2024, namely, Times of India (all editions), The Tribune (all editions), Dainik Jagran (Delhi NCR edition), The Telegraph (Eastern Region), Deccan Chronicle (Chennai Edition) and Bangalore Mirror (Bangalore Edition). The Homebuyers were given this last and final opportunity upto 31.12.2024.
After scrutiny of all the e-mails received on the designated e-mail ID (refundtopossession@unitechgroup.com) upto 2400 hrs on 31.12.2024, the Management was left with a total of 1,065 Homebuyers, refund-seeking Homebuyers. This list was published on the Unitech portal on 07.02.2025. Subsequently, representations from 15 Homebuyers providing documentary evidence were submitted supporting their change of option from "Refund" to "Possession" which were allowed. This leaves a total of 1,050 Homebuyers in Refund category.
9. The Directors would like to apprise the Members that refund to the tune of Rs. 83.80 Crore was recommended by Justice A.M. Sapre in the case of 220 Homebuyers on grounds of medical exigencies, which was also approved by the Honble Supreme Court vide its order dated 13.10.2022. As on 31.03.2025, refunds to the tune of Rs. 74.84 Crore have already been made to 198 homebuyers, with Rs. 8,95,14,959/- still remaining to be disbursed, for which relevant papers have not been received. Likewise, in the second round, refunds to the tune of Rs. 13.85 Crore were recommended by Justice A.M. Sapre in the case of 27 Homebuyers on grounds of medical exigencies, which was also approved by the Honble Supreme Court vide its order dated 15.04.2024. Refunds to the tune of Rs. 9.99 Crore have been disbursed to 21 homebuyers as on 31.03.2025.
10. The Management vide public notice dated 28.02.2025 published on the website of the Company had informed the stakeholders that the Honble Supreme Court had directed the Company vide its order dated 06.02.2025 to invite applications for refund of the principal amount from senior citizen Homebuyers, aged 75 years and above, for processing their requests. Accordingly, the Company invited applications from the refundseeking Homebuyers who were senior citizens aged 75 years or above for the purpose, the eligibility criteria being that the concerned Homebuyer should be in the list of refund seeking Homebuyers and that the applicant should be a senior citizen of 75 years or more as on the date of submission of application. The eligible Homebuyers could submit their claims on the dedicated portal available on Unitech Group website. The Company in accordance with the direction of the Honble Supreme Court was required to verify each claim within four weeks of receiving the complete application. If the claim was found to be valid, the Unitech was required to submit the details thereof to the Honble Supreme Court for further directions. In this regard, a total of five applications were received by the Company till 31.03.2025, followed by another five applications upto 31.07.2025. Refunds in these cases are awaiting approval of Honble Supreme Court.
11. The Members are apprised that only 7,595 out of a total of 16,450 Homebuyers had registered/ updated their contact details on the website as on 07.02.2024. A Public Notice was uploaded on the website on 08.02.2024 calling upon the Homebuyers to update their contact details. However, it was found that out of 16,450 Homebuyers, only 9,609 had updated their Contact details on the system as on 15.10.2024. Accordingly, another Public Notice was uploaded on the website on 16.10.2024 requesting them to update their Contact details by 30.11.2024, which was later extended up to 31.12.2024, failing which the Management may be constrained to treat the remaining Homebuyers as non-existing Homebuyers and initiation of action under the Benami Transactions (Prohibition) Act, 1988. This Notice was also published in various newspapers on 18.10.2024, covering all the locations of Unitechs projects under development. Pursuant to the above, after taking into account (i) cancellation of units; and
(ii) corrections in the status of units in respect of which possessions to the Homebuyers had already been given earlier, the total number of Homebuyers now stands at 15,755 out of which 12,312 had registered/ updated their Contact details on the website of the Company as on 31.03.2025, leaving a gap of 3,443 Homebuyers who have still not updated their Contact details.
12. The Members are apprised further that 59 statutory approvals have been obtained for the Haryana based projects, which were required to be in place prior to the commencement of construction activities at various projects across the state. A total of 24 approvals of Environmental Clearances (ECs), Consent to Establish (CTE) and Consent to Operate (CTO) pertaining to Unitechs pan-India projects have also been obtained. Likewise, the new Management had also obtained 31 Labour Licenses for the projects, forming part of Lot- 1, Lot-2 and Lot-3 tenders, in respect of which the contracts have been awarded.
13. The Members are also apprised that the new Management had inherited from the erstwhile Management the non-compliance pertaining to nondeposition of Tax Deducted at Source (TDS), which had been deducted from the salaries of a large number of ex-employees/ other employees for a period of about 5 years, as stipulated in section 192 of Income Tax Act, 1961. The total dues (principal amount) that were required to be deposited with the Income Tax Authorities were to the tune of Rs. 23.05 Crore. The new Management had filed an IA before the Honble Supreme Court in this behalf and the Honble Court vide its order dated 17.03.2025 directed the Registry to release the amount of Rs. 23,04,97,766/- into the Bank Account of M/s Unitech Limited. After receiving the aforesaid amount from the Registry of the Honble Supreme Court, M/s Unitech Limited deposited the TDS amount through challans as required under applicable law and filed the requisite correction statements with the IT Department within the prescribed timelines. Further, the Deputy Commissioner of Income Tax, vide letter dated 08.04.2025, also confirmed that the Company had complied with the directions of the Honble Supreme Court. The Company has also filed a compliance report to the Honble Supreme Court by way of an affidavit.
Amount, if any, proposed to be carried to any Reserves
As the Company has been incurring losses since last several years, no amount is proposed to be carried to any reserve during the year under review.
Dividend
As your Company has incurred a net loss during the year under review, your Directors have not recommended any dividend for the year ended 31st March, 2025.
Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo
The details pertaining to Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo of the Company are enclosed herewith in Annexure-2.
Risk Management
The Risk Management Policy of the Company is in place and has been updated and approved in the meeting of the Board of Directors held on 13.07.2023. The objective of the policy is to identify and assess the key risk areas, and to mitigate risks, and monitor/ report effectiveness of the processes and controls and advance action, which may need to be taken to mitigate such risks.
Corporate Social Responsibility
The Company has not undertaken any CSR activities during the year under review, since there is loss during the preceding three financial years. The Annual Report on CSR activities is attached herewith at Annexure-3, which may be read as an integral part of the Board Report.
Internal Financial Control for Financial Statements
The Board of Directors have been reviewing the sufficiency of existing internal control systems and assessing the need to bring better financial control measures, which are commensurate with the size of the business of the Company.
Audit and Risk Management Committee
The composition of the Audit and Risk Management Committee is provided in the Corporate Governance Report, which forms an integral part of the Board Report.
Vigil Mechanism
Pursuant to section 177 (9) of the Companies Act, 2013, read with rules made thereunder and regulation 22 of the Listing Regulations, the Company has Vigil Mechanism for Directors and Employees to report genuine concerns. The policy has been posted at Companys website i.e. http://www.unitechgroup.com/investor-relations/whistle- blower-policy.asp. During the year under review, the Company has not received any complaint in this behalf.
Secretarial Standards
The Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems are adequate and operating effectively.
Deposits
During the year under review, the Company has not accepted any Deposits under the provisions of section 73 and 76 of the Companies Act, 2013, read with Companies (Acceptance of Deposits) Rules, 2014. The Particulars of Deposits covered under Chapter V of the Companies Act, 2013 are as follows:
Particulars | Details |
Amount of Deposits accepted during the financial year 202425. | NIL |
Amount of Deposits remaining unpaid or unclaimed during the year, i.e. as on 31.03.2025 | Rs. 529.13 Crore (Principal Amount) |
Whether there has been any default in repayment of Deposits or Interest thereon; and if so the number of times and the total amount involved- | (i) The Company had filed an application in March 2015 before the Honble CLB [Now NCLT] for seeking, inter-alia, re-scheduling of repayment of Fixed Deposits. The Honble National Company Law Tribunal, New Delhi (NCLT) dismissed the said application. The appeal against the said order was also dismissed by the Honble NCLAT vide its order dated 31st January, 2017. |
- At the beginning of the year | (ii) Some Depositors filed intervention applications (IAs) before the Honble Supreme Court in the matter of homebuyers of the Company. Considering their applications, the Honble Supreme Court directed the Ld. Amicus Curiae to create a web-portal where the Depositors could provide their requisite information. Accordingly, in compliance of the ibid direction, the Ld. Amicus Curiae created a web-portal for the purpose. |
- Maximum during the year | |
- At the end of the year | |
Details of Deposits which are not in Compliance with Chapter V of the Companies Act, 2013 | |
(iii) Honble Supreme Court vide its order dated 12th December, 2019, allowed refunds to FD holders who were senior citizens, aged 60 years and above. Ten per cent of the amount deposited with the Registry at that time i.e. Rs. 17.4 Crore was allocated for the purpose. Having regard to the huge number of FD holders, who had registered themselves on the web-portal, the Honble Court allocated a further sum of Rs. 30 Crore for distribution amongst them. The additional amount of Rs. 30 Crore was also to be disbursed to FD holders of the age group of 60 years and above, in terms of the earlier direction/s. Out of the allocated sum of Rs. 47.40 Crore allocated, an amount of Rs. 31.23 Crore has been disbursed as per the report of the Registry of the Honble Supreme Court. | |
(iv) Further, the Honble Supreme Court, on recommendations of Justice (Retd.) A.M. Sapre, approved the release of Rs.13.19 Crore for payment of the principal amount of Fixed Deposits to 548 FD holders vide its order dated 1st February, 2023 on grounds of Medical Exigencies. As on 31.03.2025, a total of Rs. 12.94 Crore out of Rs. 13.19 Crore has been refunded to 506 FD Holders. | |
(v) The Honble Supreme Court had approved the release of an amount of Rs. 5,71,12,785/- for payment of principal amount of FDs to 163 FD Holders, vide its order dated 15.04.2024 on grounds of medical exigencies. As on 31.03.2025, an amount of Rs. 5,62,76,181/-, out of Rs. 5,71,12,785/-, has been refunded to 156 FD Holders. | |
(vi) The Honble Supreme Court, vide its order dated 26.04.2024, approved the release of an amount of Rs. 12.00 lakh for payment of the principal amount of Fixed Deposits to 02 (two) FD holders on grounds of medical exigencies. The said amount of Rs.12.00 lakh has already been disbursed as on 31.03.2025. | |
(vii) Accordingly, the matter pertaining to public deposits is presently before the Honble Supreme Court as addressed in Chapter 8 of the Resolution Framework. Hence, the final action in this behalf would depend on the finality of the matter at the level of the Honble Apex Court. |
Particulars of Employees and Related Disclosures
The ratio of remuneration of each Director to the median employees remuneration and other details in terms of section 197 (12) of the Companies Act, 2013, read with rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided as Annexure-4, forming part of this report.
During the year under review, no employee was drawing remuneration of Rs 1.02 Crore per annum, which is required for inclusion in the statement containing particulars of employees, as required under section 197 of the Companies Act, 2013, read with rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.
Significant and Material Orders
During the year under review, apart from various Orders passed by the Honble Supreme Court, there were no significant and material orders passed by the regulators or tribunals that may impact the going-concern-status and Companys operation in future.
Details of applications made or any proceedings pending under the Insolvency and Bankruptcy Code, 2016 during the year, along with their status as at the end of the financial year
During the year under review, no application was made nor was any proceeding pending under the Insolvency and Bankruptcy Code, 2016, as per the records available with the Company.
Details of difference between the amount of valuation done at the time of one-time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof
The same is not applicable for the year under review.
Cost Accounts and Cost Auditors
The Company is required to make and maintain cost records as specified by the Central Government under sub-section (1) of section 148 of the Act. The appointment of M/s Pant S. & Associates (FRN: 101402) as Cost Auditors of the Company for conducting audit of cost records for FY 2025-26 was approved in the meetings of the Audit and Risk Management Committee (ARMC) and the BoD held on 13.08.2025. The remuneration to be paid to the Cost Auditor for FY 202526 will be placed before the Members for ratification in the ensuing Annual General Meeting (AGM) of the Company.
Further, the observations of the Cost Auditor as given in his Cost Audit Report for the Financial Year for FY 202425 are given herein below along with the response of the Management on the same:
Cost Auditors Observations | Management Response |
Company has to maintain detail of area constructed during the financial year that detail is not available at Companys end. Instead of area constructed, Company has mentioned each project as different service and mentioned one (01) quantity against each project. | The Company has been maintaining the details of each project as one single entity, as a standard practice from its inception, since calculations of amounts spent qua the area constructed each unit-wise is practically not feasible, especially when common expenses are incurred on provision additional common facilities within the project, such as, internal circulation Roads, Water supply, Sewage and Strom Water Drainage systems, Electrical infrastructure, STPs etc. |
Prevention of Sexual Harassment at work place
The Company has complied with the provisions relating to the constitution of the Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed thereunder. During the year under review, no complaints were reported to the Management.
Compliance of the provisions relating to the Maternity Benefit Act, 1961
The Company is duly complying with the provisions relating to the Maternity Benefit Act, 1961.
Acknowledgments
Your Directors wish to place on record their deep sense of appreciation for the overall guidance and support from the Honble Supreme Court, co-operation received from the Members, Government authorities, customers and vendors. Your Directors also wish to place on record appreciation for the contribution made by each and every employee of the Company. The Directors are also thankful to all the stakeholders for their continued help, assistance and support.
For and on behalf of Board of Directors | |
For M/s UNITECH LIMITED | |
(Yudhvir Singh Malik) | |
Chairman & Managing Director | |
Unitech Group of Companies | |
DIN: 00000555 | |
Date: 13th August, 2025 | |
Place: Gurugram |
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