SJ Corporation's record shows a company in the midst of a complete change of control, with a new promoter group taking over through a preferential allotment and an open offer. The financial picture is mixed: the company has seven years of unqualified audit opinions, but FY2026 brought a collapse in operating cash flow, a disputed ₹60.57 crore CWIP balance, and a sharp jump in receivables. The change in control also involved a regulatory breach, a same-day auditor resignation and appointment, and a new subsidiary acquired just before year-end.
Key findings
- New promoters took control, but missed a SEBI disclosure deadline by 6 days and installed a relative as Chairperson
Major- Promoter holding fell from 70.86% to 13.65% in FY2026, a decline of 57.20 percentage points. The acquirers, Mr. Pintu Kanjibhai Kalavadia and Mr. Prashant Kanjibhai Kalavadia, missed their SEBI SAST disclosure deadline by 6 days, complying on 24/03/2026 against a due date of 17/03/2026. On 13 August 2026, Mr. Umang Kantilal Savani, a relative of the promoters, was appointed as Non-Executive Non-Independent Director and Chairperson. - Operating cash flow collapsed to ₹-71.82 crore against a near-breakeven PAT, while ₹60.57 crore sits in CWIP that the financial statements deny exists
Major- Standalone CFO was ₹-71.82 crore in FY2026 against a PAT of ₹-0.24 crore. CWIP stood at ₹60.57 crore on the FY2026 balance sheet, yet the standalone financial statements state "No Capital Work-in-Progress as on balance sheet date". Interest coverage fell to 0.58x with borrowings of ₹156 crore against cash of ₹1.96 crore. - Receivables exploded to 434 days and ₹29.15 crore, far outpacing revenue growth
Major- Receivable days rose to 434 in FY26 from 0.24 in FY25. Revenue grew from ₹15.31 crore in FY25 to ₹24.50 crore in FY26, while receivables stood at ₹29.15 crore in FY26. - First subsidiary added in FY26, Fishfa Rubbers Limited, acquired at 99.99% just before year-end, mid-way through a demerger
Major- SJ Corporation acquired 99.99% of Fishfa Rubbers Limited, which became a wholly owned subsidiary on 24.03.2026. Fishfa Rubbers was itself mid-way through a Section 233 demerger into Fishfa Biogenics Limited, which had been approved by members/creditors and by Regional Director order. - A ₹50 crore omnibus RPT approval and a ₹1.41 crore property sale to a promoter signal expanding promoter-linked dealings
Major- A Postal Ballot Notice dated 2nd Jun 2026 seeks approval for material related party transactions for FY2026-27 with a proposed value of ₹50.00 crores, with no valuation or external party report relied upon. On 13 Aug 2026, the board approved the sale of property to existing promoter Mr. Savjibhai Dungarshibhai Patel for consideration not less than INR 1,41,00,000. - Seven years of unqualified audit opinions and clean CARO clauses, with only a note on delayed software entries
Minor- The standalone and consolidated auditor's reports for FY2025-26 issued unqualified opinions with no Key Audit Matters communicated. The secretarial audit report noted that "certain entries in the SDD software were recorded with a delay during the audit period". The CARO clauses on fraud, internal financial controls, audit trail, going concern, cash loss, and default in repayment were all clean.
What to watch
- Shareholder vote on omnibus RPT approval. The ₹50 crore omnibus RPT approval for FY2026-27 is subject to a shareholder vote, as proposed in the Postal Ballot Notice dated 2nd Jun 2026.
- Auditor appointment ratification. Shareholder approval of M/s Finava and Associates as Statutory Auditors is pending at the 45th AGM, as recommended by the Board on 13 Aug 2026.
- SEBI SAST adjudication. Any penalty or adjudication for the 6-day delayed compliance by the acquirers, with a due date of 17/03/2026 and actual compliance on 24/03/2026, is pending.
- Property sale approval. Shareholder approval under Regulation 37A is required for the ₹1.41 crore property sale to promoter Mr. Savjibhai Dungarshibhai Patel, with expected completion within 12 months of the 13 Aug 2026 board approval.
- CWIP resolution. The next annual report (FY2026-27) will disclose CWIP ageing and any transfer of the ₹60.57 crore CWIP balance to PP&E or intangibles.
Bottom line: This is a record of a company undergoing a rapid and complete change of control, with the new promoter group's actions creating several areas of risk. The core issue is the tension between a clean audit history and the FY2026 financials, which show a cash flow collapse, a disputed CWIP balance, and a surge in receivables. The character of the risk is concentrated in the new management's governance and financial reporting choices, so watch the shareholder votes on the RPT approval and auditor appointment, and the resolution of the CWIP balance.