Vivanza Biosciences Ltd Forensic Report - SOIC x StockScans Report

as of Aug 2026

Vivanza Biosciences' record carries a clean audit opinion for FY2025-26, but that opinion sits on top of a decade of recurring flags: the auditor has said for six straight years that interest-free related-party loans violate the Companies Act, and the company is now asking shareholders to approve up to ₹100 crore of related-party transactions. The revenue line also needs scrutiny, it jumped roughly 37 times in a single year with no disclosed driver, while the company's own description of its business contradicts its revenue recognition policy.

Key findings

  1. Auditor has flagged interest-free related-party loans for six years; shareholders now asked to approve ₹100 crore of such deals Critical - The independent auditor has stated in every annual report from FY2019-20 through FY2025-26 that interest-free loans to related parties violate Section 186(7) of the Companies Act, 2013. The FY2025-26 AGM notice seeks omnibus approval for material related-party transactions up to ₹100 crore for FY2026-27, exceeding 10% of consolidated turnover, with related parties barred from voting. It also seeks special resolutions authorizing loans, guarantees, and investments up to ₹50 crore each to group entities.
  2. Revenue surged \~37x in FY2025-26 with no disclosed driver, and the business description contradicts the revenue policy Major - Revenue from operations was ₹112.34 crore in FY2025-26 versus ₹2.98 crore the prior year, a \~37x increase described as "substantial growth" with no explanation of the driver in the MD&A. The MD&A contains no segment-wise breakdown and no quantification of one-off items. The company overview states the business is Pharmaceutical Products, while the revenue recognition policy says revenue comes primarily from "sale of Steel Product and Trading in goods".
  3. Promoter sold down from 43.91% to 20.02% through open-market disposals amid director and CS churn Major - Promoter Parth H. Parikh reduced his holding from 43.91% (17,565,936 shares) on 06.11.2023 to 20.02% through at least nine open-market disposals between 09.11.2023 and 05.12.2024. The company reported no remuneration paid to Directors and KMP requiring disclosure for FY2025-26, FY2024-25, and FY2023-24. Company Secretaries changed four times between 28.02.2025 and 09.07.2026, and five independent directors resigned in succession from 25.04.2023 to 11.03.2025.
  4. Auditor has repeatedly flagged Section 186(7) violations and non-provision for NPAs, while issuing unqualified opinions each year Major - For FY2025-26, the standalone auditor's report issued an unqualified opinion with no Emphasis of Matter, yet the CARO response states the Company granted an interest-free loan which is a violation of the Act. The consolidated report for FY2025-26 contains an Emphasis of Matter that interest was not charged on loans to related parties, with the opinion not qualified. For FY2021-22, the auditor stated a provision of ₹59,33,061 was required for long-outstanding NPAs, and that due to non-provision, the P&L debit balance was understated.
  5. Operating cash flow negative in three of five years, with no dividend paid despite profits Major - Operating cash flow was ₹-2.58 crore in FY26 against PAT of ₹0.39 crore, and negative in FY25 and FY23 as well, making cumulative CFO/EBITDA -0.36x over the period. No dividend was recommended for FY2025-26, and none was declared in FY2020-21, despite profits in both years. In FY2023-24, the company reclassified its cash credit balance from cash and cash equivalents to short-term borrowings, calling the new classification "more appropriate".
  6. Borrowing authority sought to rise to ₹100 crore while reported borrowings nearly doubled Major - The FY2025-26 AGM seeks approval to increase the Section 180(1)(c) borrowing limit to ₹100 crore, superseding all earlier resolutions. Borrowings increased to 6.09 crore at March 31, 2025 from 3.26 crore at March 31, 2024. The FY2023-24 AGM had already sought to raise the limit from ₹20 crore to ₹90 crore.
  7. A ₹3.66 lakh deferred expense carried as an asset for at least seven years despite auditor opinions to write it off Minor - The balance sheet still carries "P & P Expenses and issue related expenses" of ₹3.66 lakh as "Other Current Assets" in FY2025-26, with the auditor stating it "needs to be written off in Two Financial Years proportionately". The same balance was carried in FY2024-25, FY2023-24, FY2022-23, FY2020-21, and FY2019-20, with auditors each year opining it should be written off.
  8. Stable single-wholly-owned-subsidiary structure for at least seven years Clean - Vivanza has reported one wholly owned subsidiary, Vivanza Lifesciences Private Limited, in each annual report from FY2019-20 through FY2025-26, with no associates or joint ventures in any year. No company became or ceased to be a subsidiary in any of those years.
  9. No contingent liabilities, pending litigations, or capital commitments across seven years Clean - The standalone balance sheet as at 31/03/2026 reported "Contingent Liabilities & Commitments: Nil". The independent auditor for FY2025-26 stated the company has no pending litigations which would impact financial position and no long-term contracts with material foreseeable losses. This has been reported consistently across FY2019-20 through FY2025-26.

What to watch

Bottom line: This is a record with a clean audit opinion and a simple, stable subsidiary structure, but the clean opinion has coexisted with six years of the same statutory violation and a revenue surge that the company itself has not explained. The risk is concentrated in related-party money flows and the gap between reported profit and cash. Watch the AGM votes and the FY2026-27 audit for whether the interest-free loans, the NPA provision, and the audit trail feature finally get addressed.