KD Green Industries Ltd Forensic Report - SOIC x StockScans Report

as of Sep 2026

KD Green Industries' record is clean on its face: seven years of unqualified audit opinions and CARO clauses, with the only recurring exception being the audit-trail feature not operating throughout FY2024-25 and FY2023-24, resolved by FY2025-26. Three things deserve attention: the proposed ₹400 crore in related-party transactions with four newly acquired entities, the transformation from a standalone company into a multi-entity group in the final months of FY2025-26, and the cycling through three statutory audit firms in three consecutive years.

Key findings

  1. Shareholders are being asked to approve up to ₹400 crore in annual related-party transactions with four newly acquired entities whose disclosed financial footprint is minimal, while prior-year RPTs with common-director entities were ratified despite 8.5% shareholder opposition Major - The FY2025-26 AGM notice seeks approval for RPTs with Shivam Pipe Industries, K D Infrastructures Private Limited, Green AAC Block and Mortar Private Limited, and K D Ecosystem, each up to ₹100 Crore for manufacturing, recycling services, and loans/inter-corporate deposits. For the K D Ecosystem loan resolution, the notice discloses total transactions with the related party during FY2025-26 were NIL, with FY2025-26 financial performance of Turnover ₹0.00 Cr, Profit after Tax ₹0.01 Cr, and Net worth ₹13.54 Cr. The 32nd AGM scrutinizer's report (27 Sep 2024) shows prior-year RPT ratification resolutions received 91.46% votes in favour and 8.54% against.
  2. KD Green Industries transformed from a company with no subsidiaries into a multi-entity group in FY2025-26, acquiring four entities from common promoters and partnership firms in the final months of the year, with consolidated PAT of ₹8.60cr versus standalone loss of ₹-0.16cr Major - The Board's Report for FY2025-26 reported no holding company or subsidiary company, contradicting the consolidated financial statements in the same annual report that disclose four acquisitions during the year. On July 10, 2025, the company acquired 51% in Shivam Pipe Industries and 26% interest in KD Ecosystem, and on March 30, 2026, acquired 50.04% of Green AAC Block and Mortar Private Limited and 99.84% of K D Infrastructures Private Limited, obtaining control over both. Consolidated PAT was ₹8.60cr versus standalone PAT of ₹-0.16cr in the latest FY, meaning 102% of consolidated profit was generated at subsidiaries.
  3. KD Green Industries cycled through three statutory audit firms in three consecutive years, including a mid-year resignation by Umesh Amita & Co. eleven months into a five-year term, with no stated reason beyond the outgoing auditor raising no objections Major - M/s Umesh Amita & Co. was appointed as statutory auditor for 5 consecutive years from the conclusion of the 32nd AGM to the conclusion of the 37th AGM (2029), replacing retiring auditor M/s Sunil Kumar Gupta & Co.. M/s Umesh Amita & Co. resigned as statutory auditor effective 11 August 2025, approximately eleven months into a five-year term that was to run to 2029. CARO clause 3(xviii) for FY2025-26 states that M/s Umesh Amita & Company resigned as statutory auditors during the period and that the outgoing auditors raised no issues, objections, or concerns.
  4. KD Green Industries underwent two full promoter/control changes in four years, each accompanied by board replacement and large preferential allotments to the incoming promoter group, while no director received remuneration in any year Major - In FY2022-23, promoters changed through a share purchase agreement, with Ashish Goel and Vikas Munjal resigning as directors effective 27 March 2023 and Rajiv Gupta, Haldher Gupta, and Kanhiya Gupta appointed as Executive Directors the same date. In FY2024-25, previous promoters transferred their holding of 13,33,49 equity shares to public category, and new promoters Dilip Kumar Goenka, Binod Kumar Goenka, Sunil Kumar Goenka, and Mangi Lal Goenka held 42,00,002 equity shares in promoter category pursuant to an open offer under a Letter of Offer dated 5 December 2024. No remuneration was paid to any director in FY2025-26, and the ratio of director remuneration to median employee remuneration was NIL.
  5. Operating cash flow covers only 64% of reported profit in FY2025-26, while the company continues to withhold dividends citing brought-forward losses and directs capital toward a ₹325 crore subsidiary capex programme and a 25 MW captive solar plant Minor - KD Green Industries Ltd reported FY2025-26 operating cash flow of ₹3.25 crore against profit after tax of ₹5.06 crore, a CFO/PAT ratio of 0.64x. KD Green Industries Ltd recommended no dividend for FY2025-26. KD Iron & Steel Private Limited proposed a capital expenditure programme of approximately ₹325 crore, and KD Green Industries Ltd proposed a 25 MW captive solar power plant.
  6. Revenue scaled from ₹38.79 lakhs in FY2023 to 24 crore in FY2024, with receivables growing to 2.67 crore and ageing schedules showing a shift from ₹507.60 thousand to ₹4,073.54 thousand in undisputed receivables under 6 months Minor - Total revenue for FY2024 was 24 crore, up from ₹38.79 lakhs in FY2023. Trade receivables as at March 31, 2024 stood at 2.67 crore. Undisputed trade receivables considered good increased from ₹507.60 thousand as on 31.03.2022 to ₹4,073.54 thousand as on 31.03.2023, all aged less than 6 months.
  7. KD Green Industries has a history of minor BSE listing-compliance penalties that were waived, and one recent BSE fine of ₹2,17,120 paid in January 2026 for a corporate-governance composition breach, with no material regulator orders affecting going concern across FY2020-26 Minor - KD Green Industries Ltd paid a fine of ₹2,17,120 including GST to BSE on 6th January 2026 for non-compliance with Regulation 19(2) of SEBI (LODR) Regulations, 2015, because the Chairman of the Nomination and Remuneration Committee was a Non-Executive Director and not an Independent Director; the company stated it complied immediately when noted and the matter is closed. BSE imposed penalties of ₹2,360, ₹11,800, ₹23,600, and ₹3,540 for various late submissions in 2020-21, all later waived via mail dated 4th February 2021 after company representation. The FY2025-26 Annual Report states there were no significant material orders from Regulators, Courts or Tribunals impacting going concern status.
  8. Seven years of clean audit opinions and CARO clauses, with the only recurring exception being the audit-trail feature not operating throughout FY2024-25 and FY2023-24, resolved by FY2025-26 Clean - The standalone audit opinion was unqualified in each year from FY2019-20 through FY2025-26. The accounting software's audit trail (edit log) feature did not operate throughout the year for all relevant transactions in FY2024-25 and FY2023-24, with the auditor unable to comment on the audit trail feature in FY2023-24. The audit trail (edit log) feature operated throughout FY2025-26 for all relevant transactions, was not tampered with, and was preserved as per statutory requirements.

What to watch

Bottom line: This is a disclosed and audited record with real cash conversion. The risk sits in the related-party channel, which sets both the pace of acquisitions and the pace of approval. Read the RPT resolution lines with that in mind, and watch whether the ₹400 crore limits get drawn down and whether the merger proceeds as planned.