Bengal & Assam Company Ltd Forensic Report - SOIC x StockScans Report

as of Aug 2026

Bengal & Assam's consolidated profit is heavily dependent on unaudited subsidiaries and associates, which contributed 57% of FY2025-26 profit, while the group has cycled through three statutory auditors in five years and FY2024-25 reports were revised after an NCLT scheme. A ₹2,899.28 crore fair-valuation gain on JK Tyre equity drove FY2023-24 profit, and a ₹10.73 crore stamp duty dispute remains unresolved.

Key findings

  1. A ₹2,899.28 crore exceptional fair-valuation gain on JK Tyre equity drove FY2023-24 profit Major - Exceptional items in FY2023-24 included a gain of ₹2,899.28 crore on fair valuation of equity held in JK Tyre & Industries Limited, recognised when JKTIL ceased to be a subsidiary on 22 December 2023. The FY2024-25 standalone financial statements were first approved on 29 May 2025 and revised on 13 August 2025 pursuant to the Scheme of Arrangement, with the auditor limiting audit procedures on the revision solely to the scheme matter. The Composite Scheme of Arrangement was sanctioned by NCLT Kolkata and Allahabad on 22 May 2025 and 26 May 2025, became effective on 17 June 2025, and was accounted under the pooling of interest method with comparatives revised from 1 April 2023.
  2. Bengal & Assam has cycled through three statutory auditors in five years Major - M/s. Singhi & Co. resigned as statutory auditor effective 14 Nov 2021, citing RBI Circular No. DoS.CO.ARG/SEC.01/08.91.001/2021-22 dated 27 Apr 2021 limiting audit firms to no more than eight NBFC statutory audits, with no concerns or management-imposed limitations reported. The Independent Auditor's Report on standalone financial statements for FY2024-25 was revised and re-issued on 13 Aug 2025 by V. Singhi & Associates, superseding the prior standalone report dated 29 May 2025. The Board recommended M/s. BGJC & Associates LLP on 2 Dec 2021 to fill the casual vacancy caused by Singhi & Co.'s resignation, subject to shareholder approval at an EGM scheduled for 30 Dec 2021.
  3. A ₹10.73 crore stamp duty dispute on shares issued under a 2019 scheme remains unresolved Major - The parent company carries a contingent liability of ₹10.73 crore relating to its Writ Petition before the Hon'ble High Court of Calcutta challenging the Collector of Stamps, Kolkata order adjudicating stamp duty on 32,59,586 equity shares issued pursuant to a Scheme of Arrangement sanctioned in 2019; the High Court restrained coercive measures on 10 March 2026 till disposal of the appeal. Trade receivables include ₹18.24 crore and a security deposit of ₹1.22 crore receivable from Rajasthan State Seed Corporation (RSSC), unchanged in both years; the arbitral claim was dismissed on limitation, the Section 34 application was dismissed by the Commercial Court, and an objection under Section 37 has been filed before the Rajasthan High Court. A CCI Order dated 31 August 2018, published 2 February 2022, imposed a penalty of ₹309.95 crore on a subsidiary for alleged contravention of Section 3 of the Competition Act; the appeal was pending before NCLAT as of the FY2021-22 annual report.
  4. Related-party dealings are dominated by a recurring, interest-bearing borrowing relationship with its own subsidiary Major - Bengal & Assam Company Ltd made a direct/indirect capital contribution to Hari Shankar Singhania Holdings Pvt. Ltd. (which holds more than 20% equity in the Company) of ₹14.19 crore in FY2025-26, ₹19.57 crore in FY2024-25, ₹24.56 crore in FY2023-24, and ₹29.16 crore in FY2022-23. The Company carried an unsecured loan payable to a subsidiary of ₹150 crore in FY2020-21 (previous year ₹165 crore) at 7% p.a. interest, with a repayment schedule spanning FY2022-23 through FY2026-27. The subsidiary loan balance declined across years: ₹11,500 lakh (₹115 crore) in FY2021-22, ₹6,500 lakh (₹65 crore) in FY2022-23, ₹2,000 lakh (₹20 crore) in FY2023-24, and ₹0 in FY2024-25, all at 9% p.a. (7% p.a. in FY2021-22).
  5. Dividend payouts have risen while standalone operating cash flow includes dividend income Major - Dividend per share rose from ₹7.50 in FY2020-21 to ₹15.00 in FY2021-22, ₹25.00 in FY2022-23, ₹40.00 in FY2023-24, and ₹50.00 in FY2024-25 and FY2025-26, with total dividend outgo reaching ₹57.02 crore in FY2025-26 on equity share capital of ₹11.40 crore. Standalone dividend earned of ₹130.38 crore in FY2025-26 (Previous Year ₹126.29 crore) is classified as "Cash flow from Operating activities" because the company is an investment company, while purchase and sale of investments are classified as "Cash flow from Investing activities".
  6. Revenue concentration sits at the standalone level through four major customers Major - Bengal & Assam Company Ltd's standalone financial statements for FY2025-26 disclose 4 parties with more than 10% of the company's total revenue. In FY2019-20, revenue from one customer of the Group was nil, compared to ₹1,250.26 crore in the previous year, which had been more than 10% of the Group's total revenue. Trade receivables in the consolidated financial statements for FY2025-26 include ₹18.24 crore (both years) and a security deposit of ₹1.22 crore (both years) receivable from Rajasthan State Seed Corporation (RSSC).
  7. A tightly held Singhania-family board with no executive directors paid itself rising commission Minor - Promoter shareholding stood at 72.87% as of the latest year, down 0.24 percentage points year-on-year, with pledge at 0.00% in both periods. At the 12 September 2023 AGM, Resolution 3 (re-appointment of Bharat Hari Singhania) drew 69.11% dissent from Public-Institutions (774 against, 346 in favour of 1,120 votes polled) and Resolution 4 (re-appointment of U.K. Gupta as Manager/CEO & CFO) drew 60.27% dissent from Public-Institutions (675 against, 445 in favour of 1,120 votes polled). Director-wise sitting fees plus commission for FY2025-26 totalled Rs.41.49 Lacs for Chairman Bharat Hari Singhania, Rs.22.29 Lacs for Raghupati Singhania and Rs.21.20 Lacs for Vinita Singhania, against aggregate sitting fees of Rs.16.98 Lacs and commission of Rs.1.28 Crore paid to all non-executive directors.
  8. Bengal & Assam's goodwill and indefinite-life intangibles show a stable, impairment-free record across seven years Clean - Bengal & Assam Company Ltd's consolidated financial statements reported no indication of impairment for the indefinite-life intangible asset (J.K. SEEDS Brand) in each year from FY2019-20 through FY2025-26. J.K. Fenner (India) Ltd., a subsidiary, acquired the precision machining business of ACWA Automatics LLP on slump sale for ₹64.89 crore, with consummation on 17 October 2025, and finalised purchase consideration at ₹64.76 crore with goodwill recomputed at ₹12.36 crore. In FY2019-20, a subsidiary company recognised total impairment loss of ₹3.98 crore on its Curd and Chaach manufacturing facility, after determining recoverable amount of ₹12.25 crore as on 31 March 2020 using a pre-tax discount rate of 13.5%.

What to watch

Bottom line: This is a disclosed and audited record with a stable goodwill position and clean pledge status. The risk sits in the audit structure, where 57% of profit is generated at subsidiaries, and in the financial engineering, where a ₹2,899.28 crore fair-valuation gain and a revised NCLT scheme restatement affect reported profitability. Watch the unresolved legal exposures, the auditor churn, and the rising dividend payouts funded by subsidiary dividend income.