IFGL Refractories carries a decade-long accounting misstatement flagged by its auditor in every report, a pattern of partly disabled audit trails, and governance churn that includes a mid-term auditor replacement and a director resignation over a perceived network conflict. The record is not without strengths: related-party dealings are clean, and the legacy goodwill drag on earnings has already ended, with the goodwill now fully amortised. The watchpoints are the multi-front tax disputes and the repayment of a subsidiary loan due by September 2026.
Key findings
- A wrongly accounted amalgamation created ₹267 crore of goodwill, depressing earnings for a decade
Major- The 2016 amalgamation was accounted under the Purchase Method, creating ₹266.99 crore of goodwill amortised at ₹26.7 crore per year, and the auditor has stated in every annual report from FY2020 through FY2026 that under Ind AS 103 it should have been accounted under the Pooling of Interest Method since the entities were under common control. The unamortised balance of ₹133.50 crore was written off against the Securities Premium Account in August 2021, and management confirmed in the Q4 FY26 earnings call that the goodwill is now fully amortised. - Audit trails in core software remain partly disabled for three years
Major- The auditor reported for FY2025-26 that the audit trail feature in SAP HANA is not enabled for direct changes using certain access rights, and in SARAL payroll software the feature was not enabled at all. Similar gaps were reported in FY2024-25 and FY2023-24, and the auditor’s report on internal financial controls for the consolidated financial statements for FY2025-26 excludes one Indian subsidiary because that report was not made available. - Operating cash flow is persistently weak, covering only 57% of EBITDA over ten years, while ROCE has fallen to 4.4%
Minor- Cumulative CFO of ₹722 crore over the ten-year window covered only 57% of cumulative EBITDA of ₹1,275 crore. Free cash flow was negative in FY25 (₹-44.21 crore) and FY26 (₹-0.03 crore), yet the company paid a dividend of ₹25 crore in FY26. ROCE fell from 9.49% in FY23 to 4.41% in FY26, and short-term borrowings of ₹163 crore constituted 78% of total borrowings of ₹209 crore as of FY26. - A multi-front tax and duty dispute load persists, anchored by a decade-old High Court challenge and punctuated by new demands of ₹40.54 crore and ₹64.35 crore
Minor- The auditor has issued an Emphasis of Matter, a special call-out in the audit report, every year from FY2020 to FY2026 regarding uncertainty over the outcome of the company’s appeal before the Division Bench of the Hon’ble High Court at Calcutta on income tax obligations under Section 10AA(1). A GST Show Cause Notice dated 27 September 2023 raised a demand of ₹40.54 crore plus interest and penalty for FY2021-22, and a Rectification Order under the Income Tax Act received on 2 September 2024 raised a demand of about ₹64.35 crore for AY2022-23. - Promoter family consolidates control through inter-se transfers and succession appointments, while public institutional shareholders dissent on the appointment of the promoter’s son as Managing Director
Minor- Foreign promoter Krosaki Harima Corporation disposed of its entire 15.51% stake via off-market transfer on 17 August 2023, and the Indian promoter group holding rose to 72.43%. Mr Mihir Prakash Bajoria was appointed Managing Director effective 1 March 2026, and the special resolution received 23.39% votes against from public institutional shareholders. - A single Czech customer default drove material provisions in FY24, while receivables days have risen from 72 to 82 days over three years
Minor- In FY2023-24, one customer opted for Preventive Restructuring under Czech Republic laws, causing the standalone company to provision 31.69 crore for trade receivables and 7.85 crore for goods in transit. Trade receivables days increased from 72.36 in FY2023-24 to 81.91 in FY2025-26.
What to watch
- Supreme Court hearing of SEBI’s appeal against the SAT order dated 6 January 2023. Tagged with Civil Appeal No. 4741/2021 and pending as of the FY2024-25 Annual Report.
- Resolution of the ₹40.54 crore GST Show Cause Notice for FY2021-22. Pending as of the FY2025-26 Annual Report.
- Resolution of the ₹64.35 crore Income Tax Rectification Order for AY2022-23. Received on 2 September 2024 and pending as of the FY2025-26 Annual Report.
- Decision by the Division Bench of the Hon’ble High Court at Calcutta on the Section 10AA(1) appeal. Pending as of the FY2025-26 Annual Report.
- Repayment of the subsidiary loan. Falls due on or before 30 September 2026.
Bottom line: This is a disclosed record with a clean related-party track and an earnings tailwind as the legacy goodwill charge ends. The character of the risk is governance persistence: the same accounting non-compliance flagged for seven years, audit trails left partly disabled across three, and a contested promoter-family succession that drew material institutional dissent. Watch the tax demands and the September 2026 loan repayment.