Lords Mark Industries' record is dominated by a single event: a reverse merger under an NCLT-approved insolvency plan. The new entity's first year shows deeply negative operating cash flow against reported profit, an auditor resignation one month after re-appointment, and a dividend notice that contradicts the annual report.
Key findings
- Statutory auditor resigned one month after re-appointment
Critical- M/s H. G. Sarvaiya & Co. was re-appointed for a second five-year term at the 30 Sep 2025 AGM with 100% votes in favour, then resigned on 28 Oct 2025. The replacement firm, M/s Sanjeev S. Gupta & Associates, stated in its FY2025-26 report that it was not provided a copy of the Board Report. - Receivables have ballooned to 164 days while cash lags sales
Major- Receivable days were 164 in the latest period and 327 in FY2025-26, while cumulative CFO over three years was ₹-429 crore against cumulative PAT of ₹41 crore. Revenue from operations declined 65.11% in FY2020-21 and 51.78% in FY2021-22, with FY2023-24 having no revenue. - Reverse merger makes prior-year comparatives meaningless
Major- FY2025-26 is the first year reflecting the merged entity, with FY2024-25 comparatives stated as not directly comparable. The NCLT approved the resolution plan on 28 July 2025, extinguishing promoter shareholding and shifting control. - Company seeks ₹50 crore in loans to director-interested companies
Major- The FY2025-26 AGM notice seeks approval for loans/guarantees up to ₹50 crore to companies in which a director is interested. The auditor reports subsidiary loans have no stipulated repayment schedule or due date. - SEBI dispute settled, but company was in pre-packaged insolvency
Major- SEBI demanded ₹6.08 crore in turnover fees, attaching bank accounts, but the Supreme Court directed payment of ₹5.77 crore on 15 October 2024, with a No Dues Certificate issued 12 December 2024. NCLT admitted the company into pre-packaged insolvency on 1 February 2024 and approved the resolution plan on 28 July 2025. - Control shifted to a new acquirer who installed himself as MD
Major- Sachidanand Hariram Upadhyay acquired 49.01% via off-market purchase on 20 October 2025, and held 77.54% by 21 November 2025 pursuant to the NCLT-approved Resolution Plan. He was appointed Managing Director along with two executive directors on 10 July 2025, with approval from 100% of votes polled. The company reported nil remuneration to all directors and KMPs for FY2024-25 and FY2023-24.
What to watch
- Auditor appointment vote. Shareholder approval of M/s Sanjeev S. Gupta & Associates' five-year term is scheduled for the 46th AGM, after the FY2025-26 Annual Report dated 27 May 2026.
- Auditor resignation review. Any regulatory review of the 28 Oct 2025 resignation, one month after the 30 Sep 2025 re-appointment.
- Related-party loan vote. Shareholder vote on Special Resolutions for loans up to ₹50 crore and material RPTs, proposed in the FY2025-26 AGM notice.
- Subsidiary loan repayment. Whether subsidiary loans, with no stipulated repayment schedule as of the FY2025-26 auditor's report, get a schedule.
- Aivita acquisition. Completion of the Aivita Private Limited acquisition, announced 3 Jul 2026, and its classification as an Associate.
Bottom line: This is a post-insolvency turnaround story with a clean resolution plan approval and settled regulatory disputes. The risk sits in the new entity's cash conversion, deeply negative operating cash flow against reported profit, and in governance gaps: an auditor resignation, and subsidiary loans without repayment terms. Watch the shareholder votes and the first full audit cycle under the new management.