Available Finance Ltd's record is a study in contradiction: seven straight unqualified audit opinions with Key Audit Matters reported in FY2019-20 on the transition to Ind AS, yet the auditor's own CARO annexure repeatedly flags related-party loans that generally have no stipulated repayment schedule and a history of evergreening. The company's entire lending book is a single loan to a group company, Ad-Manum Finance Limited, and the shareholder approval for that arrangement failed once with 96.86% public opposition, with the approved limit since slashed from ₹25 crore to ₹1 crore. The clean opinions sit alongside a board restructured in July 2026 where a Whole-Time Director resigned within 21 days, and a promoter-group share transfer of ₹10.64 crore executed the same day.
Key findings
- The entire lending book is one related-party loan, with approval slashed from ₹25 crore to ₹1 crore
Critical- The loan outstanding to group company Ad-Manum Finance Limited stood at ₹6.74 crore as of 31 March 2026, against the company's ₹0.61 crore turnover. The ordinary resolution to approve related-party transactions failed at the 32nd AGM on 23 September 2024, with public non-institutional votes 96.86% against. The FY2025-26 AGM notice seeks approval for loans up to ₹1.00 crore, down from the ₹25.00 crore limit sought in 2024. The CARO report for FY2020-21 disclosed fresh loans extended during the year to settle old loans of ₹1,23,023 thousand, representing 100% of total loans granted. - Unqualified opinions with KAMs; CARO flags repayment terms and overdue loans
Major- The auditor issued unqualified opinions for FY2019-20 through FY2025-26, with Key Audit Matters reported in FY2019-20 on the transition to Ind AS. For FY2025-26, the CARO report states loans generally have no stipulated repayment schedule, but the specific table for the related party shows a written agreement, 9.50% interest, and no overdue amounts. For FY2020-21, the CARO disclosed total overdue loans of ₹61,609 thousand and that fallen-due loans were renewed or fresh loans granted. - Promoter share transfer of ₹10.64 crore coincided with a board overhaul and a failed related-party vote
Major- On 24 March 2026, Archana Coal Private Limited sold 8,16,296 shares (8.000%) via inter-se transfer, while Tapan Agarwal acquired 7,35,281 shares at ₹130.44 each for ₹9,58,33,995.24. Mr. Suyash Choudhary was appointed Whole-Time Director on 24 July 2026 and resigned on 14 August 2026, a tenure of 21 days. The only related-party resolution put to shareholders, at the 32nd AGM on 23 September 2024, failed with 27,651 public votes against and 897 in favour. - A holding company with no subsidiaries sits inside a multi-layered promoter chain
Major- The company has no subsidiaries in any year FY2020-21 through FY2025-26. Its holding in associate Agarwal Coal Corporation Private Limited rose from 27.85% in FY2019-20 to 32.63% in FY2021-22, and its holding in Agarwal Fuel Corporation Private Limited rose from 32.27% in FY2019-20 to 39.84% in FY2021-22, and later to 43.55% in FY2024-25. The company ceased to be a subsidiary of Archana Coal Private Limited and became its associate during FY2025-26, pursuant to disposal of shares by Archana Coal Private Limited. The Group has two unregistered Core Investment Companies as at FY2025-26. - Repeated regulatory non-compliance: no SEBI insurance policy, surrendered RBI license
Major- The company did not obtain a Special Contingency Insurance Policy as required under SEBI Circular dated 25 May 2022, as disclosed in the FY2022-23 Annual Report. The policy expired on 15 February 2025 and was not renewed. The company surrendered its NBFC-ND license per RBI order dated 11 February 2022, as it ceased to carry on NBFI business, and now holds the status of an Unregistered Core Investment Company. During FY2020-21, the Secretarial Audit Report observed the company only intimated RBI post-facto on director changes requiring prior approval. - Disputed income-tax demands persist across seven years, declining from ₹91.50 lakh to ₹6.09 lakh
Minor- The disputed income-tax contingent liability declined from ₹91,50,099 as at 31 March 2020 to ₹608.87 thousand as at 31 March 2025, unchanged from 31 March 2024, with NIL paid under protest and not provided for. The CARO report for FY2025 listed five disputed penalty demands of ₹1,00,000 each for Assessment Years 2018-19 through 2022-23, all pending before the Commissioner of Income Tax (Appeals). - Operating cash flow swung from 9x PAT to negative, with no dividend paid in years
Minor- FY2023 CFO was ₹1.90 crore against PAT of ₹0.21 crore, but by FY2026 CFO turned to -₹0.08 crore against PAT of ₹0.22 crore. The company did not declare or pay any dividend during FY2024-25. No dividend was recommended for FY2022-23. - Statutory auditor rotated after two terms, with 99.9985% shareholder approval
Clean- M/s Mahendra Badjatya & Co. served two consecutive 5-year terms, concluding at the 33rd AGM in 2025, and was replaced by M/s SAP Jain & Associates. The appointment was passed at the 33rd AGM on 30 September 2025 with 68,43,098 votes in favour (99.9985%) and 100 against. No resignation of statutory auditors occurred in any year reviewed. - Zero borrowings and zero financial indebtedness across all years
Clean- The company reported zero total financial indebtedness and zero outstanding default on loans as of 14 February 2025. The CARO report for FY2022-23 confirms no default in repayment, no term loans, and no short-term funds used for long-term purposes. The consolidated financial statements for FY2024-25 confirm no borrowings on the security of current assets.
What to watch
- Related-party loan vote. Resolution 8 at the 34th AGM seeks approval for loans to Ad-Manum Finance Limited up to ₹1.00 crore, with the notice submitted 17 August 2026 and no related party permitted to vote.
- Loan limit adherence. Whether the company lends beyond the ₹1.00 crore approved limit during FY2026-27, given the outstanding balance of ₹6.74 crore as of 31 March 2026.
- CIC count. Whether the Group's two unregistered CICs, first disclosed in FY2025-26, trigger RBI registration or regulatory action.
- SEBI insurance policy. Whether the Special Contingency Insurance Policy is renewed and whether SEBI acts on the non-compliance disclosed in the FY2024-25 Annual Report, with the policy expired 15 February 2025.
- NSE trading withdrawal. Whether the company's request to withdraw NSE trading permission, effective 4 June 2026, results in any regulatory inquiry.
Bottom line: This is a disclosed and audited record with a clean debt profile and a properly approved auditor transition. The risk sits in one place: the related-party loan to Ad-Manum Finance Limited, which is the entire lending book, has a history of evergreening, and while FY2025-26 CARO states loans generally have no stipulated repayment schedule, the specific table for this related party shows a written agreement and no overdue amounts. The failed shareholder vote and the slashed limit tell you what the clean opinions do not. Watch the 34th AGM vote and whether the company respects the ₹1 crore cap.