Punj Lloyd Limited’s cost auditor, M/s. SGTC & Associates, has resigned from the position effective July 17, 2026, citing ineligibility to continue in the role for the financial year 2018-19. The resignation impacts the company's cost audit compliance for the specified period, necessitating the appointment of a new eligible auditor to ensure adherence to regulatory requirements.

The firm communicated its decision through a letter dated July 17, 2026, addressed to the Board of Directors. In the communication, the firm stated that professional commitments and unavoidable circumstances rendered it unable to continue as the cost auditor. The resignation was formally intimated to the stock exchanges pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Adhish Swaroop, Company Secretary of Punj Lloyd Limited, confirmed that the resignation was due to the auditor's ineligibility. The company has disclosed that there are no professional or other reasons connected with the affairs of the company that prompted the resignation. The outgoing auditor has undertaken to extend full cooperation for a smooth handover of pending matters.

Punj Lloyd Limited is now required to appoint a new cost auditor in accordance with the provisions of the Companies Act, 2013 and the rules made thereunder. The Board will need to ensure that the new appointee fulfills all eligibility criteria to avoid any compliance gaps for the financial year 2018-19.

The following table details the key information regarding the change in cost auditor:

Punj Lloyd Limited approved its audited financial results for the year ended March 31, 2026, following a board meeting held on June 01, 2026. The company also approved a scheme of arrangement to transfer its Indian EPC business to Adani Infra (India) Limited, subject to regulatory approvals. M/s. Kashyap Sikdar And Company, Statutory Auditors, issued an audit report with an unmodified opinion on the standalone and consolidated financial results for the quarter and year ended March 31, 2026.

The board appointed Mrs. Sushama Oza (DIN: 07145540) and Mrs. Toral Rajput (DIN: 11586520) as Additional Directors (Non-Executive and Independent) for a term of three years effective June 01, 2026, subject to shareholder approval. The board also constituted various statutory committees required under SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015.

Scheme of Arrangement

The proposed scheme involves the transfer of the Demerged Undertaking, which primarily includes the entire Indian EPC Business (excluding Foreign EPC Business and Investment Companies), from Punj Lloyd Limited to Adani Infra (India) Limited. The transfer will occur as a going concern with all associated activities, assets, and liabilities. The scheme is pursuant to Sections 230 to 232 of the Companies Act, 2013, and requires approval from the National Company Law Tribunal and other regulatory authorities.

The turnover of the Demerged Undertaking as of March 15, 2026, was ₹209.13 Crore. The rationale for the demerger includes rationalizing the organizational structure, consolidating similar businesses, and achieving operational efficiencies. No cash consideration is payable under the scheme. Instead, Adani Infra (India) Limited will issue unlisted Preference Shares to the eligible equity shareholders of Punj Lloyd Limited. There will be no change in the shareholding pattern of Punj Lloyd Limited.

Director Appointments

The board appointed two independent directors to strengthen governance:

Mrs. Sushama Oza brings over 35 years of experience in the development sector, while Mrs. Toral Rajput is a qualified medical practitioner specializing in anaesthesia. Both appointees are not debarred from holding the office of director by any order of SEBI or other authority.