Anjani Portland Cement’s record shows a decade of unqualified audit opinions and a routine auditor change, but the underlying picture is of a company whose losses and related-party dealings have grown sharply. The most important threads: a ₹1,000 crore related-party limit that failed shareholder approval, a subsidiary stake sold to the parent at a loss to settle debt, and goodwill that has sat unimpaired while the cement business bled cash.
Key findings
- Promoter related-party limit ballooned to ₹1,000 crore after a shareholder vote failed
Major- At the 41st AGM on September 25, 2025, a resolution approving material related-party transactions with promoter Chettinad Cement failed, with 54.83% votes against. It was re-presented via postal ballot on November 21, 2025, seeking approval for an omnibus limit of ₹1,000 crore with CCCPL, equal to 291.62% of Anjani’s annual consolidated turnover. The notice states the accompanying sale of 48% of BCPL shares to CCCPL was “to settle inter-corporate loan availed from CCCPL / service the debt”. - Anjani sold 48% of Bhavya Cements to its parent, then changed ultimate parent
Major- Anjani sold 6,35,11,620 BCPL shares to Chettinad Cement on December 31, 2025, for ₹254 crore, cutting its holding to 51.09%. During FY2025-26, Chettinad Cement’s shares in Anjani were sold to Belaire Apartments, making Anjani its subsidiary as of March 31, 2026. The stake was acquired in June 2021 for ₹604.38 crore, and BCPL swung from a ₹27.78 crore profit in FY2021-22 to a ₹25.68 crore loss the next year. - Goodwill of ₹239.22 crore stayed unimpaired for five years as cement margins collapsed
Major- Goodwill from the BCPL acquisition remained at ₹239.22 crore from FY2024 through FY2026, with no impairment identified in any year. The annual impairment test used identical assumptions each year: a 13.00% discount rate and 6.0% terminal growth. The cement segment’s PBIT margin fell from -4.77% in FY23 to -14.78% in FY25 before recovering to 0.18% in FY26. - “Zero borrowings” claims concealed a promoter deposit that a rights issue couldn’t repay
Major- The company reported no borrowings and a debt-to-equity ratio of zero as of March 31, 2021, yet by FY2022-23 disclosed an inter-corporate deposit from promoter CCCPL. A ₹249.06 crore rights issue closed January 19, 2023 for “part repayment/prepayment” of that deposit, but the November 2025 postal ballot notice said it “only Rs. 80.55 crores mobilized due to meek response; insufficient to repay loan in full”. As of that notice, ₹359.45 crore remained outstanding at 7% interest, and as of March 31, 2026, assets of 92.69 crore were pledged as security. - Unqualified opinions for a decade despite cash losses, a secretarial vacancy, and an audit-trail gap
Major- S C Bose & Co issued an unmodified opinion on the FY2025-26 financial statements, with no fraud reported under Section 143(12). The auditor reported cash losses of ₹16.38 crore in FY2025-26 and ₹30.73 crore in the immediately preceding year. The secretarial auditor noted the Company Secretary role was vacant from 30.06.2025 to 28.01.2026, and the FY2024-25 auditor reported the audit trail feature was not enabled at the database level. - Accounting choices, halved depreciation, a subsidiary-sale gain, and a pending merger, shaped reported profit
Major- Depreciation fell to ₹7.24 crore in FY2025-26 from ₹15.84 crore, due to “completion of useful life of certain assets”. Consolidated retained earnings rose to 182.5 crore on a 183.12 crore “Sale of Investment” gain, against a FY2025-26 loss of 28.78 crore. A Scheme of Amalgamation of BCPL into the company, approved by the board on January 9, 2024, was still pending approvals as of the FY2024-25 report. - Cement segment customer concentration tightened to 2 customers, with disputed receivables mostly overdue
Major- Cement segment revenue from 2 customers in FY2025-26 was 15%. Disputed receivables with significant increase in credit risk stood at ₹260 lakh as of March 31, 2026, of which ₹245 lakh was more than 3 years overdue, with an expected credit loss allowance of ₹165 lakh unchanged. - Contingent liabilities are disclosed net of penalties, and a ₹16.96 crore demand is excluded on a stay
Minor- FY2025-26 contingent liability disclosures exclude penalty amounts of ₹1.8 crore and ₹1.04 crore, with footnotes stating so. A ₹16,95,38,278 wheeling-charge demand is excluded from contingent liabilities because the Telangana High Court granted a stay on the company’s writ petition. The same demand was disclosed with the same exclusion in FY2024-25, FY2022-23, and FY2021-22. - Statutory auditor change was routine, with no resignation
Clean- Ramanatham & Rao’s second five-year term expired at the 40th AGM on August 9, 2024, where S C Bose & Co was appointed for five years with 99.9986% votes in favour. The auditor confirmed under CARO that no statutory auditor resigned during FY2025-26.
What to watch
- Postal ballot outcome. The ₹1,000 crore CCCPL RPT resolution and ₹254.05 crore BCPL share sale were voted on by December 26, 2025.
- Promoter loan repayment. The ₹359.45 crore borrowing at 7% disclosed in the November 21, 2025 notice is stated to be repayable in 2 years.
- Amalgamation scheme. The BCPL merger into Anjani was pending statutory approvals as of the FY2024-25 report date.
- Wheeling-charge demand. The ₹16,95,38,278 demand is under a Telangana High Court stay as of FY2025-26.
- Goodwill impairment test. The next annual test as of March 31, 2027 will be reported in the FY2026-27 Annual Report.
Bottom line: This is an audited record with a routine auditor change, but the numbers show a company whose losses and reliance on its promoter have deepened. The risk is concentrated in related-party dealings, a failed vote, a debt-settling asset sale, and a loan the market didn’t fully fund, alongside goodwill that has been tested with the same assumptions through a margin collapse. Watch the postal ballot outcome and whether the ₹359.45 crore loan gets repaid on schedule.