Bhilwara Spinners' record carries seven straight clean audit opinions, but the underlying picture is of a company whose revenue, profits, and debt have all been reshaped by related-party dealings and one-off gains. Revenue rose from ₹0.97 crore in FY23 to ₹106 crore in the latest period, yet that growth rests on a single fabric-sales channel with ballooning receivables, and the company's own RPT tables have been populated with transaction data in the FY2024-25 and FY2025-26 annual reports.
Key findings
- Revenue surge rests on one channel with ballooning receivables
Major- Revenue rose from ₹0.97 crore in FY23 to ₹106 crore in the latest period, with fabric sales jumping to ₹72.31 crore in FY2026 from ₹18.62 crore in FY2025. Trade receivables under six months old grew to ₹16.97 crore from ₹2.47 crore in a year. Interest charged on invoices is booked at invoice time, not as it accrues. - Promoter-linked trade approvals rise while RPT tables show activity
Major- Shareholder approval sought for yarn/fibre trade with four promoter-linked companies rose from ₹10 crore to ₹25 crore per annum for FY2024-25 and FY2025-26. The FY2023-24 RPT table shows related-party sales of ₹9.89 crore against total revenue of ₹9.40 crore that year, meaning RPT sales exceeded total company revenue. The FY2025-26 and FY2024-25 annual reports show populated related-party transaction tables on page 55. - Profits shaped by land-sale gains and cash-basis costs
Major- Exceptional gains on land sales of ₹1.50 crore in FY2023-24 and ₹2.86 crore in FY2022-23 exceeded pre-exceptional profit of ₹0.59 crore and ₹0.32 crore respectively. Leave encashment was accounted on a payment basis in FY2025-26, and overdue interest and medical reimbursement on a cash basis in FY2024-25. The company disclosed in FY2021-22 that all fixed assets were disposed of, yet continued on a going concern basis. - ₹111-crore denim project consumes capital, cash flow lags
Major- The denim project's work-in-progress stood at ₹70.36 crore as at 31-3-2024, up from ₹10.36 crore a year earlier. Cumulative operating cash flow covers only 0.26x EBITDA over ten years. No dividend has been paid since at least FY2020. - SBI loan's repayment start date pushed back three times
Major- The SBI term loan is secured by personal guarantees of directors and a corporate guarantee from Ahinsa Infrastructure & Developers Ltd. Its repayment start date shifted from January 2025 in FY2023-24 to August 2025 in FY2024-25, and now April 2026 in FY2025-26. - Recurring SEBI compliance failures, no penalties imposed
Major- Secretarial audit reports from FY2020-21 through FY2025-26 record missed insider-trading disclosures, delayed board-meeting outcome filings, and late corporate governance reports. The Board's Report for FY2025-26 states no significant or material orders were passed by regulators. - NCLT land dispute narrowed to ₹61.48 lakh, now in Supreme Court
Minor- Bhilwara Spinners bought Global Syntex land for ₹7.52 crore via an NCLT-directed auction in 2020. An NCLT order dated 23.04.2024 directed return of interest charged, creating a ₹61.48 lakh liability the company disputes. Its appeal before the Supreme Court is pending as of the FY2025-26 annual report. - Promoter board control with nil MD pay and near-unanimous votes
Minor- Mr. Anshul Kothari drew nil remuneration in FY2024-25 and FY2025-26, and Mr. Ashok Kumar Kothari drew nil remuneration in FY2019-20 through FY2023-24. An AGM resolution set Mr. Anshul Kothari's salary up to ₹2.5 lakh per month. Resolutions at the 22 Aug 2024 AGM and 16 Dec 2023 EGM each received 7,003,248 and 4,830,402 votes in favour respectively, with 500 against, i.e. 99.99% in favour. - Seven years of clean audit opinions
Clean- Auditors issued unqualified opinions with no Key Audit Matters for FY2019-20 through FY2025-26. The only adverse internal-control finding, a missing internal audit report in FY2021-22, was corrected the following year.
What to watch
- Supreme Court ruling. Appeal against the NCLAT order upholding the ₹61.48 lakh interest-refund direction is pending as of the FY2025-26 Annual Report.
- Denim project capitalisation. Whether the ₹111.15 crore project cost is met within the approved funding mix, with CWIP at ₹70.36 crore as at 31-3-2024.
- SBI loan repayment. Repayment in 28 quarterly instalments starts April 2026.
- RPT approval outcome. Shareholder vote on FY2026-27 related-party transactions at the AGM following the notice dated 15th May 2026.
- RPT table population. Whether the FY2026-27 annual report's RPT tables are filled, following populated related-party transaction tables in the FY2025-26 and FY2024-25 annual reports.
Bottom line: This is an audited record with clean opinions, but the substance is a company running on promoter-linked channels, one-off land gains, and a debt-funded project whose cash flows have yet to materialise. The risk is concentration, of revenue in one channel, of approvals in promoter hands, and of repayment dates that keep moving. Watch the SBI loan's April 2026 start date and whether the RPT tables finally get populated.