Oswal Green Tech Ltd Forensic Report - SOIC x StockScans Report

as of Sep 2026

Oswal Green Tech's audit opinions were clean for three years, then turned qualified for three straight years, with the auditor unable to verify ₹1,226.77 crore of deposits as of March 2026. The company also faces a ₹472 crore arbitration award, and its reported profits have not been backed by operating cash. Governance issues include a sharp rise in promoter-chairperson pay, rapid independent-director turnover, and the mid-term resignation of both statutory and secretarial auditors.

Key findings

  1. Audit opinions turned qualified from FY2024 onward, with the audit trail disabled and title deeds held as photocopies Critical - The standalone audit opinion was unqualified for FY2021-FY2023, then qualified for FY2024, FY2025 and FY2026. The FY2026 qualification arose because the auditor could not satisfy itself on inter-corporate deposits and real estate advances aggregating ₹1,226.77 crore outstanding as of 31 March 2026, with the possible effect not determinable. The accounting software's audit trail (edit log) feature was not enabled for transactions during FY2025 and FY2024, and title deeds of immovable properties were held only as photocopies as of FY2022.
  2. A ₹472 crore arbitration award dwarfs disclosed contingent liabilities, while a decade-old ₹111 crore subsidy demand remains unresolved Major - An arbitration award was issued against the company for a total claim of ₹472.12 crore, resulting in a shortfall of ₹374.95 crore; the company has challenged the award and the hearing is pending at the Hon. High Court of New Delhi. The Department of Fertilizers raised a demand including interest of ₹111.42 crore on delay in refund of subsidy, with the company's writ and a Letters Patent Appeal pending before the Hon'ble Delhi High Court. ₹401.23 crore is held in an Escrow Account jointly with Kribhco Fertilizers Limited as security deposit in that case.
  3. Revenue has collapsed from trading to near-total dependence on interest income from inter-corporate deposits Major - Segment revenue shifted from Trading Activity at ₹324 crore in FY16 to ₹4.00 crore in FY17 and ₹0.06 crore in FY18, while Investment Activity revenue was ₹79.52 crore in FY17 and ₹82.72 crore in FY18. Credit risk concentration in loans (ICDs) and interest receivable stood at ₹919.94 crore (67.63% of total financial assets) as at 31.03.2021. Revenue from one customer exceeded 10% of company's revenue in FY2023-24: ₹11.74 crore from interest on inter-corporate deposits, down from ₹49.38 crore from one customer in the previous year.
  4. Reported profit is shaped by investment-property valuations, deferred-tax recognition, and reserve-funded dividends rather than operating cash generation Major - The company recognised deferred tax assets on deductible capital losses on sale of investments only to the extent of expected capital gains on disposal of investment properties in FY2024-25. The company paid a dividend of 38.52 crore from general reserve during the year ended 31 March 2023. Other income was ₹83.14 crore against profit before tax of ₹70 crore in FY2018, representing 119.6% of PBT.
  5. Promoter-chairperson remuneration escalates sharply while median employee pay stagnates, and the board has cycled through independent directors Major - Mrs. Aruna Oswal's remuneration rose from ₹2.65 crore in FY2020-21 to ₹2.71 crore in FY2023-24, then was approved for revision to ₹25,00,000 per month effective April 1, 2025, with a further 66% increase recorded in FY2025-26. Her remuneration ratio to median employee remuneration was 71.30:1 in FY2025-26, while median remuneration increase for the company's 39 permanent employees was NIL. Five independent directors resigned between November 2020 and April 2024, and three of the four independent directors appointed effective June 11, 2026 also held directorships in Oswal Agro Mills Limited, a promoter group entity.
  6. Auditor churn accelerated in FY2025-26 with the mid-term resignation of both the statutory and secretarial auditors Major - M/s. Mehta Chokshi & Shah LLP resigned as Statutory Auditors, creating a casual vacancy that the Board filled on 24th August, 2026 by appointing M/s. BGMG & Associates to hold office until the conclusion of the 44th AGM. M/s Jay Mehta & Associates resigned as Secretarial Auditor, with M/s Anuj Gupta & Associates appointed for the remainder of FY 2025-26. M/s Oswal Sunil & Company was appointed at the 40th AGM held September 28, 2022 for 5 consecutive years till conclusion of the 45th AGM in 2027, but was replaced before completing that term.
  7. Cumulative operating cash flow is deeply negative relative to reported profit Major - Cumulative CFO over FY13-FY18 was ₹-342 crore against cumulative PAT of ₹417 crore and cumulative other income of ₹188 crore, giving a cumulative CFO/(PAT−other income) of -1.50x over 8 years. FY15 CFO was ₹-96.95 crore against PAT of ₹39.64 crore (CFO/PAT -2.45x), and FY13 CFO was ₹-115 crore against PAT of ₹-0.90 crore. FY18 ROCE was 3.08% and FCF was ₹-15.03 crore, following FY17 ROCE of 2.14% and FCF of ₹55.19 crore.

What to watch

Bottom line: This is a record with three consecutive qualified audit opinions, a ₹472 crore arbitration award against the company, and cumulative operating cash flow of ₹-342 crore against ₹417 crore of reported profit over eight years. The character of the risk is a company whose reported earnings are not backed by cash generation and whose financial statements the auditor could not verify. Watch the outcome of the shareholder votes on the appointments of Mr. Vimal Bhatnagar, Ms. Prerna Singh, and Mr. Babu Ram Somani as Non-Executive Independent Directors for one year commencing June 11, 2026, as proposed in the postal ballot notice dated August 5, 2026, and the recovery of the ₹1,226.77 crore in deposits and advances.