Khemani Distributors' record is thin on governance and thinner on earnings: the promoter family controls every board seat, sets its own pay with zero public shareholder votes, and has pledged 30% of its holding while the company swung to a ₹12.96 crore loss. Revenue quality is strained by a loss-making securities segment that turned negative, and the statutory auditor proposed for a second term has signed every standalone audit report from FY22 through FY26.
Key findings
- Promoter family holds every board seat, sets its own pay, and has pledged 30% of its holding while the company swung to a loss
Major- The three-member board comprises Vijaykumar Khemani, his son Amitkumar, and his daughter-in-law Anupa, occupying the Chairman & MD, Whole Time Director & CFO, and Non-Executive Director roles respectively. At the 14th AGM on 17 September 2025, a resolution to raise Amitkumar Khemani's pay to ₹24,00,000 p.a. from ₹9,00,000 p.a. passed with 17,202,400 votes in favour and zero against. Promoter shareholding stood at 75.00%, with 30.19% of promoter shares pledged, up from 29.85% a year earlier, while the company reported a net loss of ₹12.96 crore and an operating margin of -41.81% in FY26. - Revenue quality is strained by a loss-making securities segment that has swung negative, while core FMCG depends on a single principal
Major- The securities segment reported revenue of ₹-28.41 crore in FY26, down from ₹14.18 crore in FY25 and ₹24.77 crore in FY24, dragging total revenue to ₹67.70 crore, a 31% decline over two years. The core FMCG business is tied to a single principal, Hindustan Unilever Limited, as a redistribution stockist in Surat. Trade receivables stood at ₹3.91 crore against revenue of ₹67.70 crore, flagging a 60% rise in the receivables-to-revenue ratio in FY26. - SEBI penalised the company and its promoters for disclosure and open-offer lapses, and income-tax orders flagged erroneous loss claims
Major- SEBI levied a penalty of ₹10,00,000 on the company on 11 March 2025 for violation of Regulation 31(1)(b) of SEBI (LODR) Regulations, and a further ₹10,00,000 jointly and severally on five promoter entities for violations of SEBI SAST Regulations on the same date. The company also received a SEBI show-cause notice on 5 September 2024 for delayed public announcement of an open offer, wrong shareholding pattern, and other disclosure lapses; the monetary penalty was paid in full and the matter concluded. The Income Tax Department issued two rectification orders dated 20 September 2025 for AY 2021-22 and AY 2022-23, stating brought-forward loss was erroneously allowed because the return was filed beyond the due date. - Statutory auditor B Chordia & Co. is proposed for a second five-year term
Major- C.P. Jaria & Co. served as statutory auditor through FY21, signing its last report on 22 June 2021, and its term expired at the 10th AGM. B Chordia & Co. was appointed for a five-year term at the 10th AGM on 22 September 2021 and has signed every standalone audit report from FY22 through FY26, with the FY26 report dated 28 May 2026. The Board recommends re-appointment of B Chordia & Co. as statutory auditor for a second five-year term from the 15th AGM to the 20th AGM. - Operating cash flow is volatile and disconnected from profit, and the Board skipped dividends in three specific years
Minor- In FY26, the company reported a net loss of ₹12.96 crore but generated positive operating cash flow of ₹6.75 crore, a CFO/PAT ratio of -0.52x. The pattern has swung sharply: in FY23, PAT of ₹5.21 crore came with negative CFO of ₹-4.37 crore, while FY25 delivered CFO of ₹21.79 crore against PAT of ₹13.70 crore. The Board did not recommend any dividend for FY26, FY22, or FY20. - The company faces recurring income-tax demands exceeding ₹2.2 crore while pursuing IBC resolution plans for three distressed entities
Minor- Income-tax demands are disputed in appeal for A.Y. 2016-17 (₹10,48,416) and A.Y. 2018-19 (₹21,61,970) as of FY26, while earlier demands for A.Y. 2015-16 (₹86,13,007) and A.Y. 2017-18 (₹1,03,74,530) were disclosed as disputed in FY22. Separately, the Board resolved to submit Resolution Plans for Zicom SaaS Private Limited on 2 February 2021, Zicom Electronic Security Systems Limited on 5 May 2023, and S.K.M. Real Infra Limited on 3 July 2023, and filed an NCLAT appeal on 26 April 2024 against an order concerning the Zicom Electronic Security Systems plan.
What to watch
- Statutory auditor re-appointment. Shareholder vote on B Chordia & Co.'s second five-year term as statutory auditor at the 15th AGM on 04 August 2026.
- Director re-appointment. 15th AGM scheduled for 04 August 2026 includes re-appointment of Anupa Khemani as Non-Executive Director retiring by rotation.
- Income-tax appeals. Outcome of appeals for A.Y. 2016-17 and A.Y. 2018-19, as disclosed in the FY26 annual report.
- IBC resolution plans. Progress and financial commitment under the three Resolution Plans submitted for Zicom SaaS, Zicom Electronic Security Systems, and S.K.M. Real Infra, and outcome of the NCLAT appeal filed on 26 April 2024.
Bottom line: This is a company where governance and earnings have weakened in step. The promoter family holds absolute board and voting control, sets its own pay with no public shareholder participation, and carries a rising pledge on its stock while the business swung to a loss. The revenue base is narrow, the securities segment is a drain, and the statutory auditor is proposed for a second five-year term. Watch the AGM votes on 04 August 2026, the income-tax appeal outcomes, and whether the IBC resolution plans translate into commitments or remain board resolutions.