Agribio Spirits Ltd Forensic Report - SOIC x StockScans Report

as of Sep 2026

Agribio Spirits' record carries eight major concerns: guarantees to an associate, a seven-year string of qualified opinions, negative operating cash flow against profits, profit-flattering accounting choices, repeated related-party approvals, governance red flags, recurring exchange penalties, and borrowings secured by subsidiary assets and promoter guarantees.

Key findings

  1. Agribio Spirits has guaranteed up to ₹71.99 crore of associate Agribiotech Industries' bank facilities Major - Contingent exposure to a promoter-linked entity rose from nil to a material level, while the associate's financials are unaudited. Standalone and consolidated contingent liabilities were disclosed as Nil for FY2020-21, FY2022-23, FY2023-24 and FY2024-25. On 24 Dec 2025, Agribio Spirits extended a corporate guarantee to consortium member banks led by Punjab National Bank for cash credit facilities of Rs. 70.00 crores availed by Agribiotech Industries Limited. On 30.06.2026, it issued a corporate guarantee to Bank of Maharashtra for a loan facility of Rs. 1,99,00,000 availed by the same associate, stated as a contingent liability. The consolidated financial statements for FY2025-26 account for the associate using the equity method based on unaudited FY2026 and audited FY2025 financials. Shareholders approved material related party transactions with Rigmadirappa Investments Private Limited and Agribiotech Industries Limited for FY 2025-26 and 2026-27, each with a transaction value of Rs. 30 crore, covering loans, guarantees, or security for two years.
  2. The auditor has qualified every annual opinion from FY2020 through FY2026 Major - The same physical-share Section 187 contravention recurred for seven straight years, joined by a second qualification on associate Agribiotech's MSMED/trade-payable disclosures since FY2022. The standalone audit opinion for FY2025-26 was qualified because non-current investments include quoted shares held in physical form with market worth Rs. 0.76 lacs not held in the company's name, contravening Section 187 of the Companies Act, 2013. The consolidated opinion for FY2025-26 was qualified on the same physical-share contravention plus interest payable under the MSMED Act, 2006 and other trade payable disclosures to micro/small enterprises not ascertained or provided for by associate M/s Agribiotech Industries Limited. The physical-share qualification recurred with market worth of Rs. 1.16 lacs in FY2024-25, Rs. 1.47 lacs in FY2023-24, Rs. 0.88 lacs in FY2022-23, Rs. 0.41 lacs in FY2021-22, and Rs. 1.15 lacs in both FY2020-21 and FY2019-20. The consolidated opinions for FY2023-24, FY2022-23, and FY2021-22 were each qualified on the physical-share contravention and on MSMED interest and trade payable disclosures not ascertained by the associate. Internal financial controls opinions were qualified in FY2023-24, FY2022-23, and FY2021-22 with two material weaknesses: ineffective IFC in assessing realizable amount from a loanee, and ineffective IFC in assessing MSMED interest and trade payable disclosures. The FY2025-26 consolidated report states a modified opinion on internal financial controls, while Annexure B states the holding, subsidiary, and associate companies have reasonably adequate IFC prima facie operating effectively as at 31st March 2026. The auditor did not audit the associate's financial statements in FY2023-24, with the group's share of net profit of Rs. 2.09 crore considered based solely on other auditors' reports. The FY2024-25 standalone CARO report states managerial remuneration was not paid or provided in accordance with Section 197 read with Schedule V.
  3. Operating cash flow has been persistently negative or negligible relative to profit, while dividends continue to be paid Major - Cumulative CFO over seven years is ₹-15 crore against cumulative operating profit of ₹2 crore, a CFO/EBITDA ratio of -8.95x. In FY2024-25, CFO was ₹-4.92 crore against PAT of ₹3.69 crore (CFO/PAT of -1.33x). In FY2023-24, CFO was ₹-11.79 crore against PAT of ₹3.17 crore (CFO/PAT of -3.72x). In FY2025-26, CFO was ₹-3.88 crore against PAT of ₹4.03 crore (CFO/PAT of -0.96x). The Board recommended a final dividend of 0.50 paise per equity share (5% on face value of ₹10) for FY ended March 31, 2023, with cash outflow if approved of ₹38.42 Lacs.
  4. Accounting choices repeatedly flatter reported profit, other income exceeds PBT, unquoted investments are fair-valued on stale financials, and a merger with a promoter-linked entity is pending NCLT approval Major - Other income of ₹5cr equals 124.5% of PBT of ₹4cr in the latest period, making reported profit dependent on non-operating income. Consolidated PAT of ₹4.29cr is 75% higher than standalone PAT of ₹1.09cr in the latest FY, with the difference sitting at subsidiaries. Unquoted equity shares were fair-valued using audited financials of 31 March 2020 in the FY2021-22 annual report because FY2021 financials were "not available". The same practice recurred in FY2022-23 using FY2022 financials, in FY2023-24 using FY2023 financials, and in FY2024-25 again using FY2020 financials. The Board approved a Scheme of Merger by Absorption of Agribiotech Industries Limited with Agribio Spirits Limited on 31 December 2024, with appointed date 1 October 2024, and the company has approached NCLT Jaipur for approval. Average effective tax rate was 4.2% versus statutory 25.2% over four years.
  5. Agribio Spirits has repeatedly sought and obtained shareholder approval to lend, guarantee, and provide security to promoter-linked entities, and has deployed those powers through a Rs. 70 crore corporate guarantee to associate Agribiotech Industries Major - Shareholders approved an increase in the Section 186 limit for investments, loans, guarantees and security to Rs. 250 Crores at the FY2024-25 AGM. Shareholders approved material related party transactions with Rigmadirappa Investments Private Limited and Agribiotech Industries Limited for FY 2025-26 and 2026-27, each with a transaction value of Rs. 30 crore, covering loans, guarantees, or security for two years. On 24 December 2025, Agribio Spirits extended a corporate guarantee in favour of consortium member banks led by Punjab National Bank for securing cash credit facilities of Rs. 70.00 Crores availed by Agribiotech Industries Limited. On 30 June 2026, it issued a corporate guarantee to Bank of Maharashtra for a loan facility of Rs. 1,99,00,000 being availed by the same associate, stated as a contingent liability. Loans to related parties (corporate bodies), unsecured and considered good, stood at 2.01 crore as of 31 March 2022 and 1.77 crore as of 31 March 2021. Loans and advances to the Managing Director including interest net of TDS were 2.59 crore during the year ended 31 March 2022, up from Rs. 24.66 lakhs during the year ended 31 March 2021. Trade payable to enterprises where key managerial personnel have significant influence was 3.96 crore as of 31 March 2022, compared to nil as of 31 March 2021. Investment purchased from such enterprises was 6.28 crore during the year ended 31 March 2022, compared to nil during the year ended 31 March 2021. The Board's Report for FY2024-25 states that no material related party transactions were entered during the year and Form AOC-2 disclosure was not applicable.
  6. Promoter family control is entrenched through nil-remuneration appointments of relatives, while auditors repeatedly flag managerial remuneration as non-compliant with Section 197 and promoter pledges emerge for personal loans Major - The independent auditor's report on standalone financial statements for FY2023-24 states managerial remuneration was "not paid or provided in accordance with requisite approvals mandated by Section 197 read with Schedule V". The consolidated report for FY2024-25 states the same non-compliance. Mrs. Puja Bajoria was re-appointed as Chairperson cum Managing Director for five years effective December 29, 2023, with remuneration fixed at NIL. Mr. Ashutosh Bajoria, husband of the Chairperson cum Managing Director and promoter, was appointed as Non-Executive Non-Independent Director effective May 15, 2024, with remuneration paid and sought of NIL. Mr. Kamal Kishor Sharma, aged approximately 26 years with "more than 2 years' experience in Accounts and Finance field," was appointed as Non-Executive Independent Director for five years effective May 15, 2024, with remuneration terms "Mutually decided between the Board and Mr. Kamal Kishor Sharma". On June 28, 2025, promoter entity Rigmadirappa Investments Private Limited created a pledge over 2,00,000 equity shares (1.83% of total share capital) in favor of Nidhi Castings and Alloys Pvt Ltd as security for a loan facility of up to Rs. 1,00,00,000 for "personal use of the promoter". On February 20, 2026, the same promoter pledged shares valued at INR 7,13,00,000 as security for a loan of INR 2,00,00,000, with a security cover ratio of 3.565, for 12 months from February 13, 2026 to February 12, 2027. Promoter holding as of the latest SQL snapshot is 43.27%, a decline of 0.23 percentage points over one year, with pledge at 6.58% versus 0.00% one year ago. On October 17, 2022, Avinash Bajoria and Preetanjali Bajoria each submitted requests for reclassification from Promoter/Promoter Group to Public category under Regulation 31A of SEBI LODR Regulations.
  7. Stock-exchange penalties for board-composition and related-party disclosure lapses recurred in FY2025 and FY2026, while SEBI conditioned its no-adverse-observation on the amalgamation scheme on disclosure of all pending enforcement actions Major - Agribio Spirits paid a stock exchange-imposed penalty of ₹5,36,900 under Regulation 17(1) for the quarter ended June 30, 2024, disclosed in both the FY2024-25 and FY2025-26 Board's Reports. It also paid a penalty of ₹11,800 under Regulation 23(9) for the quarter and half year ended September 30, 2024, with a waiver application filed and pending with the stock exchange as of the FY2024-25 Board's Report. The company reported no non-compliances, strictures, or penalties imposed by SEBI, stock exchanges, or other statutory authorities during FY2021-22, FY2022-23, and FY2023-24 in its FY2023-24 Corporate Governance report. On 17 February 2026, SEBI's letter dated 26 August 2025 on the draft Scheme of Amalgamation required disclosure of all ongoing adjudication, recovery proceedings, prosecutions, and enforcement actions against the company, promoters, and directors before NCLT and shareholders. SEBI issued no adverse observations with limited reference to matters bearing on listing, de-listing, or continuous listing requirements, enabling the company to file the scheme with NCLT, with the Observation Letter valid for six months from its date.
  8. Agribio Spirits' borrowings are secured by subsidiary assets and promoter guarantees, with shareholder-approved borrowing capacity raised to Rs. 250 crore against a backdrop of negative cumulative operating cash flow Major - Axis Finance extended a term loan of Rs. 7.89 crore to Agribio Spirits, secured by collateral land and building in the name of subsidiary Solkit Distillery & Breweries Ltd and guaranteed by promoter director Ashutosh Bajoria, Puja Bajoria and the subsidiary, repayable in 120 monthly EMIs at 10.90% p.a.. ICICI Bank extended an overdraft limit of Rs. 3 crore, secured by collateral land and building at SP 825 Vishwakarma Industrial Area, Jaipur, and guaranteed by promoter directors Ashutosh Bajoria, Avinash Bajoria, Smt Printanjali Bajoria and Puja Bajoria, repayable on demand at 9.75% p.a.. ICICI Bank also extended a term loan (loan against property) of Rs. 2.25 crore, secured by collateral property in the name of Agribio Spirits and guaranteed by promoter directors Ashutosh Bajoria and Puja Bajoria. Shareholders approved increasing borrowing limits under Section 180(1)(c) to Rs. 250 crore and creation of mortgage/charge on assets under Section 180(1)(a) at the FY2024-25 AGM. Cumulative CFO/EBITDA was -8.95x over the seven-year history (ΣCFO Rs. -15 crore / ΣOP Rs. 2 crore). Promoter pledge stood at 6.58% in the latest year, up from 0.00% one year prior.

What to watch

Bottom line: This is a disclosed record with eight major flags, but the core risk sits in the promoter channel: guarantees to an associate, negative operating cash flow against profits, and borrowings secured by subsidiary assets and promoter pledges. Watch the NCLT meetings on the amalgamation, the outcome of the ₹70 crore guarantee, and the pending waiver application, while the promoter pledge runs to February 2027.