Poly Medicure Ltd Forensic Report - SOIC x StockScans Report

as of Aug 2026

Poly Medicure's record is disclosed and audited, with a clean statutory auditor rotation and routine accounting choices. Three things deserve attention: goodwill has jumped nearly tenfold to ₹273.79 crore on two acquisitions with provisional purchase price allocation still pending, two acquired groups contributed losses on unaudited management-certified results, and promoter family members hold four board seats with public institutional shareholders repeatedly dissenting on promoter-related pay resolutions.

Key findings

  1. Goodwill jumped nearly tenfold on two acquisitions, with allocation still provisional Major - Goodwill on consolidation increased to ₹273.79 crore in FY2025-26 from ₹28.58 crore in FY2024-25, principally from the PendraCare and Citieffe acquisitions. The initial accounting for the PendraCare business combination is provisional as at the date of authorisation of the FY2025-26 financial statements, as purchase price allocation is pending and may be revised within the 12-month measurement period. No impairment was required on goodwill based on the impairment assessment carried out during FY2025-26.
  2. Two acquired groups contributed losses on unaudited, management-certified results Major - On 6 November 2025, Poly Medicare B.V. Netherlands acquired 100% of Medistream SA for upfront consideration of ₹24,322.83 lacs; from acquisition date to 31 March 2026, Medistream contributed ₹7,257.13 lacs to revenue and a loss of ₹9.79 lacs to consolidated profit before tax (unaudited management certified). On 22 September 2025, Risor Holding B.V. acquired the Pendracare group for upfront consideration of ₹14,825.77 lacs; from acquisition date to 31 March 2026, Pendracare contributed ₹4,415.14 lacs to revenue and a loss of ₹1,409.67 lacs to consolidated profit before tax (unaudited management certified). The consolidated audit report states one foreign subsidiary consolidating step-subsidiaries was unaudited and management certified, with profit or loss after tax of ₹(2,363.34) lacs.
  3. Promoter family holds four board seats while institutions dissent on pay Major - Mr. Himanshu Baid (Managing Director), Mr. Rishi Baid (Joint Managing Director), Mr. Jugal Kishore Baid (Director) and Mr. Vishal Baid (Executive Director) are related to each other and form part of the Promoter group as disclosed in the FY2025-26 Corporate Governance report. Public institutional shareholders voted 41.5035% against the ESOP Scheme 2020 amendment and 42.7282% against Mr. Vishal Baid's remuneration resolution at the postal ballot declared on 5 August 2025. Public institutional shareholders voted 67.0783% against the appointment of Shri Dhruv Baid as Senior Manager, International Business Development at the postal ballot declared on 5 August 2024.
  4. Borrowings nearly doubled to ₹341.62 crore as acquisition debt consolidated Minor - Total borrowings increased to ₹341.62 crore in FY2025-26 from ₹177.65 crore in FY2024-25, with the increase attributed to higher utilisation of working-capital facilities at the parent to part-fund acquisitions and consolidation of borrowings at acquired European subsidiaries. Shareholders approved a special resolution on 27th September 2025 to increase the borrowing limit under Section 180(1)(c) from ₹400 crore to ₹1,000 crore, with 88,612,857 votes in favour (99.9988%) and 1,035 votes against. CRISIL Ratings revised the Long Term Rating outlook to 'Positive' from 'Stable' and reaffirmed the rating at Crisil AA-/Positive as of 25th June 2026.
  5. Operating cash flow consistently lags reported profit Minor - Cumulative CFO of ₹1,498 crore covered only 0.63x of cumulative operating profit (EBITDA) of ₹2,359 crore over the ten-year history through the latest period. In FY2026, operating cash flow of ₹246 crore covered 0.77x of PAT of ₹321 crore; in FY2025, CFO of ₹240 crore covered 0.71x of PAT of ₹339 crore. Cash and cash equivalents closed at ₹842.2 crore in FY2026, down from ₹1,226.9 crore in FY2025, with management stating the reduction reflects redeployment to fund PendraCare and Citieffe acquisitions.
  6. Recurring tax disputes, with a ₹42.38 crore GST demand set aside Minor - The CARO disputed statutory dues table in the FY2024-25 standalone auditor's report lists only CGST Act dues of ₹27.5 lacs and Customs Act dues of ₹817.2 lacs. Poly Medicure Ltd received a demand order of ₹42.38 crores (including penalty) from the Office of the Joint Commissioner of CGST Faridabad on 10th July, 2024, and the order was set aside by the Commissioner (Appeals) Gurugram on 12.08.2024. On June 15, 2026, the Office of the Divisional Commissioner, Government of NCT of Delhi passed an order adjudging Poly Medicure Limited liable to pay alleged deficit stamp duty of Rs. 1,00,25,820 along with a penalty of Rs. 1,50,00,000.
  7. Receivables are rising faster than revenue as European businesses lengthen cycles Minor - Trade receivables increased to ₹531.17 crore in FY2026 from ₹349.73 crore in FY2025, with the increase partly attributed to consolidation of acquired businesses that carry longer receivable cycles. Receivable days rose from 71.62 in FY2024 to 76.45 in FY2025 to 103 in FY2026. No single customer accounted for 10% or more of sales in FY2026, FY2025, FY2024, FY2023, FY2022, FY2021, or FY2020.
  8. Statutory auditor rotated on schedule, with no resignations or adverse actions Clean - M/s. M.C. Bhandari & Company completed two consecutive terms of five years each and were not eligible for re-appointment under section 139(2)(b)(ii) of the Companies Act, 2013, as stated in the FY2023-24 AGM notice. M/s. Doogar & Associates was appointed as statutory auditor at the 29th AGM (28 September 2024), replacing retiring auditor M/s. M.C. Bhandari & Company; the resolution passed with 92,949,941 votes in favour (99.9998%) and 201 against (0.0002%). CARO clause xviii in the FY2024-25 and FY2025-26 standalone audit reports states: "No resignation of statutory auditors during the year".
  9. Accounting choices are routine and disclosed, with one ₹6.80 crore exceptional item Clean - Poly Medicure Ltd recognised an exceptional item of ₹680.40 lacs (standalone and consolidated) for the year ended 31 March 2026 as "Impact of Labour Codes", arising from restructured employee compensation effective 1 April 2026 following notification of four Labour Codes on 21 November 2025. Depreciation and amortisation increased 38.9% from ₹83.18 crore (FY2025, restated) to ₹115.52 crore (FY2026), due to capitalisation of approximately ₹257.82 crore during the year plus depreciation/amortisation of acquired entities. Reclassifications in FY2025-26 comparative figures had no material impact on total assets/liabilities.

What to watch

Bottom line: This is a disclosed and audited record with clean auditor rotation and routine accounting. The risk sits in the pace of acquisition-led expansion: goodwill that is not yet finally allocated, acquired groups reporting losses on management-certified numbers, and a promoter governance pattern that public institutions have repeatedly voted against. Watch the PendraCare measurement period, the stamp duty challenge, and whether the Himalayan Mineral Water acquisition completes with clarity on past liabilities.