Goa Carbon Ltd Forensic Report - SOIC x StockScans Report

as of Aug 2026

Goa Carbon's audit record is clean on its face: seven years of unqualified opinions, no fraud, wilful default, benami or fund-diversion flags, and internal controls the auditors call adequate. The story sits elsewhere. The promoter's stake went from zero to 92.75% pledged in one year to secure a ₹50 crore loan to the company itself, shareholders have approved a further ₹150 crore promoter loan at up to 12.04% interest, and the Income Tax Department has twice assessed ₹73.71 crore demands against the company over an unsecured promoter loan.

Key findings

  1. Promoter pledging swung from zero to 92.75% in one year Major - Promoter pledge level rose from 0.0% one year ago to 92.75% as of the latest reporting period, with promoter shareholding unchanged at 59.72%. On 11.05.2026, promoter V.S. Dempo Holdings Pvt. Ltd. pledged 5,069,040 shares, 55.39% of total share capital, to secure a ₹50 crore loan to Goa Carbon Limited from 360 ONE Prime Limited. The same 55.39% block was pledged in June 2022 for a ₹75 crore facility, extended in February 2023 to ₹125 crore, and released in October 2023.
  2. A ₹150 crore promoter loan at up to 12.04% interest Major - Shareholders passed an ordinary resolution on 6th June 2026 approving borrowing from Mr. Shrinivas Dempo, Promoter/Director, up to ₹150 crore at 9.05% to 12.04% per annum, unsecured, for tenure up to 2 years. The company shall also pay guarantee commission at up to 0.55% per annum to Mr. Shrinivas Dempo on promoter-secured borrowings up to ₹100 crore from 360 One Prime Limited. The proposed transactions equal 33% of FY 2024-25 consolidated turnover of ₹508 crore, against a materiality threshold of ₹50 crore.
  3. Two ₹73.71 crore income-tax demands over a promoter loan Major - The Income Tax Department issued an assessment order dated 19th March 2025 for AY 2023-24 with a demand of ₹73,70,76,740, alleging an unsecured loan of ₹74,00,00,000 from the promoter as unexplained credit under Section 68 and disallowing interest expenses of ₹5,65,01,919 under Section 37. A separate order dated 19.03.2025 for AY 2022-23 raised a demand of ₹73.71 crore on the same grounds, and the Bombay High Court at Goa quashed that order on 14.07.2025, directing a fresh notice and fresh order. A third assessment for AY 2024-25, received 11.03.2026, raised a smaller demand of ₹3,19,66,260.
  4. Reported borrowings understate debt-like obligations Major - Total funding facilities rose from ₹21,000.00 lacs as at 31 March 2020 to ₹44,400.00 lacs as at 31 March 2025 and ₹450 crore as at 31 March 2026. Trade receivables pledged as collateral rose from ₹2,165.06 lacs in March 2020 to ₹128.98 crore in March 2026, and the company has pledged inventory, trade receivables and cash as collateral every year from FY2020 through FY2026. Shareholders approved on 16 December 2025 an increase in borrowing powers to ₹750 crore, superseding the ₹500 crore limit authorized on 17 July 2018.
  5. Cash generation has not consistently backed profit Major - Goa Carbon incurred cash losses of ₹42.5 crore in FY2025-26 and ₹25.38 crore in FY2024-25. No dividend was recommended for FY2025-26 due to losses, and dividend paid during the year was ₹NIL against ₹9.15 crore the previous year. A rights issue of up to ₹200 crore filed with SEBI on 23 December 2022 lapsed without proceeding, with ₹135.48 lacs of expenses charged to the Profit and Loss Account as on 31 March 2024.
  6. Seven years of clean audit opinions and CARO clauses Minor - The statutory auditor issued an unqualified opinion on the standalone financial statements for each year from FY2019-20 through FY2025-26. CARO clauses reported no fraud, no wilful defaulter declaration, and no benami proceedings in every year from FY2019-20 through FY2025-26. The only recurring exceptions were Goa Green Cess arrears outstanding over six months at each year-end from FY2020 through FY2022, and an audit trail not enabled at the database level from 1 April 2024 to 14 November 2024.

What to watch

Bottom line: This is a company whose audit record is clean but whose capital structure now runs through its promoter. The pledging of the entire promoter stake, the ₹150 crore promoter loan at up to 12.04%, and two successive ₹73.71 crore tax demands over a promoter loan all point the same way: the promoter is both the company's banker and its largest contingent liability. Watch the Supreme Court and the fresh tax order, and read every future borrowing disclosure against the pledge level.