Thrive Future Habitats Limited Forensic Report - SOIC x StockScans Report

as of Aug 2026

Thrive Future Habitats Limited's record for FY2025-26 carries a clean audit opinion, but the surrounding disclosures tell a different story. A new promoter group took control at a 298% discount to what other investors paid, and the subsidiary structure has been dismantled and re-layered through related-party deals at nominal prices.

Key findings

  1. New promoters bought control at a 74.9% discount to other investors Critical - Mr. Arvinder Singh Pasricha and Mrs. Aman Pasricha Balsara were allotted shares at Rs. 31.41 each, while non-promoter allottees paid Rs. 125.10 per share, a 298% higher price. Post-allotment of equity shares and warrants on a fully diluted basis, the acquirers hold 66.35% control, and the entire board was replaced on 27 May 2025. The previous promoters sold 35.47% of the company for INR 1,16,04,740 under an SPA dated 21 March 2025.
  2. Unqualified opinions alongside cash losses and a gratuity breach Major - Praveen & Madan issued unqualified opinions for FY2025-26 with no qualifications in the CARO reports. The same gratuity-funding breach appeared in audit reports for FY2019-20, FY2020-21, FY2021-22, FY2023-24 and FY2024-25, and CARO admitted non-payment of professional tax. Cash losses were Rs. 76.40 Lakhs in FY2025-26, and the interest coverage ratio was -7.2x.
  3. Subsidiary structure dismantled and re-layered at nominal prices Major - Aura Flow Private Limited was sold on 30 March 2026 for INR 1,740, with no sale agreement executed. The sole remaining subsidiary, 1908 E-Ventures, had nil revenue and a net loss of 2.52 crore. The company is now acquiring 1908 E-Ventures shares from related parties to make it wholly owned, with the group having shrunk from three subsidiaries in FY2020-21 to one as of 31 March 2026.
  4. Related-party credit keeps converting into equity at rising valuations Major - Inter-corporate deposits to 1908 E-Ventures were converted into equity at Rs. 25-28 per share in FY2020-21, increasing the stake from 61.23% to 76.67%. The company now seeks shareholder approval to raise its Section 186 lending cap from ₹15 Crore to ₹100 Crore. It also seeks approval for the Managing Director's remuneration as a material related-party transaction, capped at ₹2 Crore.
  5. Goodwill written off and subsidiary investments impaired in FY2023-24 Major - In FY2023-24, the company impaired all investments in subsidiaries and wrote off goodwill on consolidation. In FY2024-25, it again impaired all investments in subsidiaries, noting goodwill had been written off in the previous year. The FY2025-26 sale of Aura Flow for INR 0.02 lakhs saw the difference recognized as an exceptional item. In FY2020-21, an investment in 1908 E-Ventures with negative net worth was not impaired because projections showed positive net worth within five years.
  6. Profit shaped by provision reversals, waivers, and write-offs Major - In FY2025-26, management reversed an excess gratuity and leave encashment provision and booked it to the P&L. In FY2023-24, an ICD waiver from J.B. Advani & Company was booked as an exceptional gain. Deferred tax assets on losses remain unrecognised due to a lack of convincing evidence of future taxable income.
  7. Borrowing cap sought at ₹200 crore while actual overdraft usage is nil Major - The FY2025-26 annual report seeks approval to raise borrowings to ₹200 Crore, yet the bank overdraft utilised during the year was Rs. Nil against drawing power of Rs. 98 lakhs. Overdraft usage fell from Rs. 1,12,15,937 in FY2022-23 to nil in FY2025-26. The FY2019-20 financial statements stated there was "no debt on the company".

What to watch

Bottom line: This is a disclosed record with a clean audit opinion, but the substance of the year is a change of control at a steep discount, and a subsidiary structure being reshaped through related-party transactions. The risk is concentrated in related-party dealings and accounting policy choices that shape reported profit. Watch the shareholder votes on 22 August 2026 and the completion of the 1908 E-Ventures acquisition.