Rajoo Engineers Ltd Forensic Report - SOIC x StockScans Report

as of Sep 2026

Rajoo Engineers' record for FY2025-26 shows a company whose operations are profitable but whose governance and financial disclosures carry several contradictions. The most significant issues are the recurring flow of loans and guarantees to promoter-linked entities, a new secured term loan that sits uneasily with the "debt-free" narrative, and a pattern of auditor turnover and promoter-centric governance decisions.

Key findings

  1. Loans and guarantees repeatedly flow to promoter-linked entities Major - In FY2022-23, the company advanced ₹38.58 crore to Essen Speciality Films Limited, a company in which directors are interested. In FY2025-26, it granted a ₹14.40 crore inter-corporate deposit to the same associate, which had no stipulated repayment schedule, though it was fully recovered during the year. It also provided an ₹8 crore corporate guarantee for a Shrutina Nexgen Solar LLP term loan in FY2024-25.
  2. The "debt-free" claim sits alongside a fresh ₹24 crore secured loan Major - Standalone non-current borrowings rose from nil as at 31-03-2025 to ₹829.85 lacs as at 31-03-2026, comprising a secured ICICI Bank term loan of ₹995.63 lacs at 7.80% interest with 60-month tenure. Standalone current borrowings rose from nil to ₹165.94 lacs in secured current maturities of long-term borrowing. The consolidated interest rate risk note shows ₹2,415.72 lacs of borrowings, with the "no sensitivity analysis" footnote appearing under the Foreign Currency Risk section, not the Interest Rate Risk section. Management stated in the Q2 FY25 transcript that the company is "debt free," while the FY2023-24 AGM sought approval to borrow up to ₹200 crore secured against all company assets.
  3. Promoter remuneration caps rose as promoter holding fell 5.43pp Major - Promoter holding fell from 66.13% to 60.70% in the latest year, with disposals recorded on 12, 13, 19 and 21 May 2025. Shareholder votes repeatedly raised remuneration caps, including for Mr. Rajesh N. Doshi from ₹1.20 crore to ₹1.80 crore per annum, with a further ₹2.40 crore proposed. The 38th AGM on 27 September 2025 approved raising the overall director remuneration limit to 21% of net profits, above the statutory 11%.
  4. Three statutory auditors in five years, with two mid-term resignations Major - M/s. Pankaj K. Shah Associates resigned on 21 June 2022, and Sachdev & Associates resigned on 17 Oct 2025, with the company confirming no other material reasons. Audit fees have ranged from ₹1.50 lakhs in FY2019-20 to ₹10.33 lakhs in FY2024-25.
  5. The ₹1.96 crore JV investment sits at cost without impairment Major - The investment in Rajoo Bausano Extrusion Private Limited has been carried at ₹19,600,000 since at least March 31, 2020. In FY2024-25, the auditor flagged the impairment assessment of this investment as a key audit matter, citing significant judgment on growth rates and discount rates.
  6. Disputed statutory dues recur across tax types Minor - Income tax demands for A.Y. 2014-15, 2017-18, and 2018-19 were partially paid against disputed amounts, including ₹1,30,26,596 for A.Y. 2014-15. The CARO report for FY2022-23 states undisputed amounts were regularly deposited, with none outstanding over six months except for tax deducted at source of ₹1,29,370.
  7. The only consolidated vehicle is a 49:51 Italian JV, reclassified in FY24 Minor - Rajoo Bausano Extrusion Private Limited, a 49:51 JV with Bausano Holdings SRL, was reclassified from a joint operation to a joint venture during FY2024. In May 2024, the company formed Shrutina Nexgen Solar LLP, holding 7% while promoter-group entities hold the remaining 93%.
  8. Minor BSE fines and secretarial delays recur across years Minor - BSE Limited imposed fines ranging from ₹5,900 to ₹4,36,600 across FY2021-22 to FY2024-25 for various listing regulation violations. The FY2024-25 Secretarial Audit recorded four observations, including a 1-day delay in RPT submission and an 11-day delay in appointing a new Independent Director.

What to watch

Bottom line: This is a profitable company with a disclosed record, but the disclosures themselves carry the risk. The recurring flow of funds to promoter-linked entities, the contradiction between the "debt-free" claim and the new secured borrowings, and the rapid auditor turnover all point to a governance style that concentrates control. Watch the AGM votes and the borrowing disclosures to see whether the pattern continues.