Aayush Art and Bullion's record shows seven consecutive unqualified audit opinions and a clean single-entity structure, but the growth story is not backed by cash. Revenue reached ₹216 crore in FY26 against ₹7.33 crore in FY24, while trade receivables swelled to ₹9,899.77 lacs and operating cash flow stayed negative. The company has repeatedly sought shareholder approval for ₹100-200 crore of related-party lending and borrowing powers while reporting zero Section 188 transactions, and three statutory auditors have served in four years.
Key findings
- Revenue surged 29x but cash flow stayed negative
Major- Revenue reached ₹216 crore in FY26 against ₹73.77 crore in FY25 and ₹7.33 crore in FY24. Trade receivables considered good-unsecured stood at ₹9,899.77 lacs as at 31 March 2026, against ₹2,739.54 lacs as at 31 March 2025, a swing of +261%. Net cash flow from operating activities was negative ₹7.04 lacs for FY26, and cumulative CFO against PAT less other income is -4.88x over ten years. - Related-party lending powers sought while zero Section 188 transactions reported
Major- The FY2026 AGM notice seeks Special Resolutions under Sections 185 and 186 to give loans, guarantees, and security up to ₹100 crore each. The FY2026 Board's Report states no related party transactions under Section 188(1), and Form AOC-2 states no such transactions. Yet the FY2025 CARO disclosure confirms loans to parties other than subsidiaries or associates aggregating 1.48 crore, with Rs. 34.47 lakhs outstanding, and the company booked a ₹91.81 lacs loss assigning loans in FY2026. - A decade of profits that never became cash
Major- Cumulative CFO over ten years was ₹-40 crore against cumulative PAT of ₹10 crore, and cumulative CFO/EBITDA was -3.27x against cumulative operating profit of ₹12 crore. In FY2025-26, net cash flow from operating activities was negative ₹7.04 lacs against PAT of ₹7.89 crore, while trade receivables increased by ₹7,160.23 lacs. The Board approved a rights issue of up to Rs. 49.50 crores, subject to regulatory and shareholder approvals. - Three statutory auditor changes in four years
Major- M/s V.N. Purohit & Co. served as statutory auditor from at least FY2019-20 through FY2021-22. M/s RKJS & Co LLP was appointed on 1 October 2022 for a five-year term, then resigned on 30 October 2023, about 13 months in. The company attributed the resignation to "certain change in management of the Company pursuant to declaration of open offer also inclination of investor(s) to obtain synergy in audit and for other commercial reasons". M/s Kapish Jain & Associates was appointed on 31 October 2023 to fill the casual vacancy. - Board and KMP turnover with promoter shareholding rebuilt
Major- Promoter shareholding rose from 8,70,175 shares (6.6875%) pre-issue to 37,70,175 shares (24.62%) post-issue under the FY2024 preferential warrant issue to Arhat Touch Private Limited and Mr. Maulik Rajendrabhai Shah at Rs. 112.60 per warrant. On 15th March 2024, the Managing Director and CFO, two Independent Directors, and a Non-Executive Director all resigned on the same date. Mr. Maulik Rajendrabhai Shah resigned as Managing Director effective 23rd July 2026, and Mr. Mehal Bipinchandra Raval was appointed Managing Director for five years from 23rd July 2026, with remuneration including minimum remuneration under Schedule V if profits are inadequate. - Borrowing and charge-creation approvals far beyond operating scale
Major- In FY2025-26, the Board sought a Special Resolution under Section 180(1)(c) to borrow up to Rs. 100 Crores, and under Section 180(1)(a) to create charges on assets up to Rs. 100 Crores. In FY2023-24, the company sought approval for borrowing and charge-creation limits up to INR 200 Crores each. - Seven clean opinions but recurring operational gaps
Minor- The statutory auditor issued an unqualified opinion on the standalone financial statements for each year from FY2019-20 through FY2025-26. For FY2024-25, the auditor reported the accounting software "does not have a feature of recording audit trail (edit log) facility"; for FY2025-26, the auditor reported the audit trail feature operated throughout the year with no tampering found. For both FY2024-25 and FY2025-26, the auditor stated the Internal Auditor's report "has not been made available" and was therefore not considered. - SEBI penalty and delayed statutory filings
Minor- SEBI imposed a penalty of Rs. 8,00,000 on Aayush Art and Bullion Ltd. vide show cause notice dated December 19, 2022, for violations under sections 15A(a), 15A(c) and 15HB of the SEBI Act, arising from an inspection conducted June 22-25, 2021. The company paid the penalty on April 18, 2023 pursuant to order dated March 27, 2023. The Secretarial Audit Report dated 30.08.2023 stated that some intimations under the Companies Act, 2013 were filed after the lapse of statutory time period, with additional fees remitted. - Single-entity structure for five years
Clean- The company had no subsidiaries, joint ventures, or associate companies during FY2025-26, and the process for incorporation of a subsidiary in Dubai, UAE was initiated. The company had no subsidiaries, associates, or joint ventures during FY2024-25, FY2023-24, or FY2022-23. The AOC-1 statement for FY2021-22 contains only the name "AKM LACE ND EMBROTEX LIMITED" with a note about a change in promoters' shareholding.
What to watch
- 17th AGM vote on ₹100 crore lending and guarantee limits. The 17th AGM is scheduled for 10th September 2026 to vote on the ₹100 crore Section 185 and Section 186 loan, guarantee, and investment limits.
- 17th AGM vote on ₹100 crore borrowing and charge-creation limits. The AGM notice dated 14 August 2026 carries the resolutions on the Rs. 100 crore borrowing and charge-creation limits for the meeting scheduled on 10 September 2026.
- Regularisation of Mr. Mehal Bipinchandra Raval as Managing Director. The 17th AGM scheduled for 10th September 2026 will vote on his appointment for five years from 23rd July 2026 to 22nd July 2031.
- Rights issue outcome. The Board approved a rights issue of up to Rs. 49.50 crores, disclosed in the 16th AGM notice dated 4th September 2025.
- Collection of the ₹98.9977 crore trade receivables. The next annual report for FY2026-27 will show whether the balance as at 31 March 2026 is collected or grows further.
- Disclosure of outgoing auditor's concerns. Any disclosure of the issues, objections, or concerns raised by RKJS & Co LLP that Kapish Jain & Associates examined under CARO clause (xviii), as referenced in the FY2023-24 Annual Report.
- Conversion of 6,00,000 outstanding warrants. Only 50% of the total amount due had been received as of the FY2023-24 balance sheet date.
- Dubai subsidiary incorporation. Completion of the incorporation process initiated during FY2025-26.
Bottom line: This is a company whose audited statements are clean but whose cash conversion, governance continuity, and related-party disclosures all point the same way: the reported profit has not reached the bank, the board and auditors have turned over repeatedly, and the shareholder approvals sought are far larger than the operating scale they sit on. The risk is opacity around promoter-linked fund flows and leverage capacity that the filings do not yet show. Watch the 17th AGM votes on 10th September 2026, the rights issue utilisation, and whether the ₹9,899.77 lacs receivables balance is collected in the FY2026-27 annual report.