Vrundavan Plantation Ltd's five-year record carries clean audit opinions, yet the cash story underneath those opinions is the opposite of the profit story: cumulative operating cash outflow of ₹22 crore against ₹5 crore of total profit, with negative cash from operations in four straight years. The same period shows a third statutory auditor in three years, related-party disclosures that say "none" while the MD's spouse received ₹40 lakh of purchases, and a bank-statement discrepancy flagged for two consecutive years.
Key findings
- Clean audit opinions sat on five years of negative operating cash flow
Critical- Vrundavan Plantation received unqualified opinions for FY2024, FY2025 and FY2026 from three different auditors, none with an Emphasis of Matter or Key Audit Matter paragraph. Over five years, cumulative cash from operations was ₹-22 crore against cumulative PAT of ₹5 crore, with free cash flow negative for four consecutive years while profit stayed positive. Cash from operations was negative in each of FY24 (₹-11.93cr), FY25 (₹-3.01cr) and FY26 (₹-2.05cr), while PAT was positive in all three years. - Related-party disclosures say "none" while the MD's spouse receives ₹40 lakh of purchases
Critical- The FY2026 RPT disclosure reports MD Upendra Tiwari's remuneration at ₹32.63 lakh against an approved ₹7.15 lakh, with a closing balance of ₹39.78 lakh, and ₹40.22 lakh of purchases from Gokul Nursery, whose proprietor is the MD's spouse. The same annual report states no loans or advances to promoters or related parties were outstanding, and that no related-party transactions were material. The FY2025 and FY2024 reports similarly state no such loans or advances were outstanding. - Third statutory auditor in three years, with a mid-term resignation
Major- Doshi Doshi & Co was appointed for five years at the 28 September 2024 AGM, then resigned with immediate effect on 16 December 2025. Panchal S K & Associates was appointed to fill the casual vacancy at an EGM on 23 February 2026, and Resolution 2 at the FY2025-26 AGM now seeks to re-appoint them for a fresh five-year term. The resignation letter was not made public, and the company stated no issues or concerns were raised. - Revenue doubled while cash from operations stayed negative for the fourth year
Major- Revenue grew from ₹18.83 crore in FY24 to ₹25.51 crore in FY25 and ₹41.95 crore in FY26, while receivables days fell from 166 to 198 to 118. Cash from operations was negative in each of the last four reported years despite positive PAT in each. Trade receivables over six months due fell from ₹575.77 lacs to ₹125.05 lacs, while other receivables rose from ₹807.68 lacs to ₹1,232.71 lacs, and customer advances swung from Nil to ₹18.60 lacs. - Bank statement discrepancy flagged for two years, with income tax arrears of ₹89 lakh
Major- CARO clause ii(b) for both FY2025-26 and FY2024-25 stated that quarterly statements filed with Axis Bank are in agreement with books "other than those set out in Note 28". Undisputed income tax arrears stood at ₹52.96 lakh for FY2024-25 and ₹36.30 lakh for FY2023-24 as at March 31, 2026, with delays in TDS deposit noted. - Vehicle and cash credit facilities are fully secured, with one delayed charge filing
Minor- Vehicle financing from Tata Capital and Mahindra Finance, totalling 5.00 crore of limits, is secured by hypothecation of 89 vehicles. The Axis Bank cash credit facility is secured by current assets, company-owned and Upendra Umashankar Tiwari-owned properties, and personal guarantees of four individuals including Vishal Upendra Tiwari and Upendra Umashankar Tiwari. A charge created on 12 January 2026 in favour of Tata Capital was filed with ROC on 17 February 2026, after the due date, with additional fees of ₹3,600 paid. - No contingent liabilities, capital commitments, or litigation reported for three years
Minor- The company reported "No contingent liabilities" and no capital commitments in FY2024, FY2025 and FY2026. The FY2025 auditor confirmed no pending litigation and no long-term contracts with material foreseeable losses. - No subsidiaries, associates, or joint ventures across three years
Clean- The company reported no holding, subsidiary, associate or joint venture companies in FY2024, FY2025 and FY2026, with no AOC-1 filed. Consolidated and standalone financials are identical in FY26, with PAT of ₹1.77cr and borrowings of ₹11.19cr in both.
What to watch
- Auditor re-appointment vote. Resolution 2 at the AGM noticed 18 August 2026 seeks a five-year term for Panchal S K & Associates.
- Note 28 discrepancy. Whether the FY2026-27 audit opinion addresses the Axis Bank quarterly statement difference flagged in CARO clause ii(b) for FY2024-25 and FY2025-26.
- Income tax arrears. Whether the ₹89.26 lakh of undisputed arrears as at 31 March 2026 are cleared or escalate in the FY2026-27 CARO report.
- Director re-appointments. Shareholder votes on Resolution 3 (Vishal Tiwari) and Resolution 4 (Malvika Jagani) at the AGM noticed 18 August 2026.
- Auditor resignation disclosure. Whether the company discloses the reason for Doshi Doshi & Co's resignation, given the letter dated 16 December 2025 was not made public.
Bottom line: This is a record where the audit opinions and the cash flows tell two different stories, and the related-party disclosures strain against the transactions they omit. The risk is concentrated in earnings quality and undisclosed promoter involvement; the clean opinions have not yet addressed either. Watch the AGM votes on the auditor and directors, and whether the FY2026-27 opinion finally speaks to the Note 28 discrepancy and the income tax arrears.