Rajasthan Securities' record shows a company that has transformed itself in a single year: revenue jumped from ₹8.23 crore to ₹132.71 crore, and profit after tax from ₹7.01 crore to ₹80.99 crore, after it changed its objects and began deploying funds in capital market instruments. That transformation came with a new promoter group, a reclassified balance sheet, and shareholder approval to borrow and mortgage assets up to ₹500 crore. The audit trail behind the new numbers could not be fully verified, and the company's own disclosures contradict themselves on whether audit qualifications exist.
Key findings
- Revenue jumped 16-fold in one year with no disclosed revenue-recognition policy
Major- Total Income for FY2025-26 was ₹132.71 crore versus ₹8.23 crore in FY2024-25, and Profit After Tax was ₹80.99 crore versus ₹7.01 crore in the prior year, attributed to a change in the Company's objects during FY2025-26 pursuant to which it commenced activities in line with revised objects. EPS for FY2025-26 was ₹10.54 versus ₹0.91 in FY2024-25. The dossier contains no disclosed revenue-recognition policy, customer concentration, or receivables detail for this new earnings stream. - Investments were reclassified to stock-in-trade mid-year, and tax policy shifted
Major- The Board resolved on 07.10.2025 to convert investments into stock-in-trade, excluding shares of Gujarat Natural Resources Ltd., with effect given in the books on 01.01.2026. Inventories of shares/securities held as stock-in-trade are valued at lower of cost or net realisable value per Ind AS 2, with NRV taken as the estimated selling price on the stock exchange. The annual report for FY2024-25 stated provision for current tax is made according to the provisions of the Income Tax Act, 1961, and deferred tax is recognized, a change from prior years' policy of making no current tax provision. - Shareholders approved borrowing and mortgaging assets up to ₹500 crore against a company with no secured loans
Major- The Board at its meeting held 14th August, 2025 proposed and approved an increase in borrowing limits up to Rs. 500 Crore under Section 180(1)(c) of the Companies Act, 2013. Shareholders approved the special resolution at the AGM held on 26th September, 2025. The FY2025-26 standalone financial statements state that no secured loans or credit facilities were availed during the current or previous year and no charges were created or modified. - A zero-promoter shell was taken over by a new promoter group, followed by board churn
Major- Promoter shareholding stood at 0.000% at both the beginning and end of FY2020-21. On 6 Jan 2024, Ravi Omprakash Agrawal & PACs exercised conversion of warrants into equity shares on a preferential basis, increasing their holding to 13,52,83,000 shares (145.90% of voting rights; 45.90% of diluted voting capital) from 12,83,000 shares (23.88%) before the acquisition. On 19 Aug 2026, the designation of Mr. Nikhilesh Khandelwal was changed from "Chairman & Managing Director & CEO" to "Managing Director & CEO". - The company reports no regulator actions, while its own disclosures record a history of BSE fines and suspension
Major- The FY2025-26 Secretarial Compliance Report states actions taken against the listed entity, promoters, directors, or material subsidiaries by SEBI or Stock Exchanges as NIL. The Draft Letter of Offer dated 19 Jan 2024 records BSE fines on the Target Company for delayed submissions, including Rs. 76,700 for the quarter ended 30 September 2022. The Target Company was suspended from trading on 30 November 2007 by BSE for not complying with the listing agreement, and the suspension was subsequently revoked. - The auditor could not verify the audit trail operated throughout the year, and the Board's reports contradict themselves on qualifications
Major- The auditor reported in FY2025-26 being "unable to comment whether audit trail feature of accounting software (at application and database level) was enabled and operated throughout the year for all relevant transactions, or whether there were any instances of tampering". The Board's Report for FY2023-24 states "there is no qualification in the Independent Auditors' Report" but also states "due to cash flow constraints, there are some disqualifications, reservations or adverse remarks or disclaimers in Auditors Report". - Statutory auditor resigned mid-tenure over a missing ICAI Peer Review Certificate; replacement appointed the same day
Minor- M/s. Rahul S Gupta & Associates, appointed at the FY2023-24 AGM for five years, resigned on 14th August 2025 for FY2025-26 onwards, citing ethical grounds because the firm was still undergoing the process of obtaining a Peer Review Certificate from ICAI. The resigning auditor confirmed in writing that there were no concerns, disputes, or qualifications connected with the resignation. On the same day, the Board appointed M/s. Sanjay Chindaliya & Company as Statutory Auditors to fill the casual vacancy, subject to shareholder approval. - The company moved in August 2026 to incorporate its first wholly-owned subsidiary
Minor- Rajasthan Securities Ltd had no subsidiary, associate, or joint venture companies as on 31.03.2026 and no consolidation was required. RSL Securities Private Limited was incorporated on 6th August 2026 with registered office in Nagpur, Maharashtra; Certificate of Incorporation issued by Ministry of Corporate Affairs on 6th August 2026. The company announced the proposed incorporation with authorized and paid-up share capital of Rs. 1,00,00,000.
What to watch
- ₹500 crore borrowing capacity. Whether the company avails any borrowings or creates any mortgage/charge under the shareholder approvals granted at the 26th September, 2025 AGM.
- First subsidiary reporting. First financial reporting of RSL Securities Private Limited as a wholly-owned subsidiary, following its incorporation on 6th August 2026.
- Director appointment. Shareholder approval for appointment of Mr. Ravindra Ramesh Maloo as Non-Executive Non-Independent Director at the ensuing AGM, as proposed in the FY2025-26 Annual Report.
- Director re-appointment. Re-appointment of Mrs. Deepa Kishor Piplikar, retiring by rotation, at the 33rd AGM, as per the FY2025-26 Annual Report.
- Auditor term. Completion of the five-year statutory audit term by M/s. Sanjay Chindaliya & Company through the 37th AGM in 2030, as approved at the 32nd AGM on 26th September 2025.
Bottom line: This is a disclosed and audited record of a company that has fundamentally changed its business, its ownership, and its balance sheet in under two years. The risk sits in the opacity of the new earnings stream, a 16-fold revenue jump with no revenue-recognition policy, and in the gap between the company's clean regulatory disclosures and the history of fines and suspension recorded in its own takeover documents. Watch whether the ₹500 crore borrowing approval gets used, and how the first subsidiary reports.