Yogi Ltd's record shows a company whose reported profits and cash flows have moved in opposite directions for three straight years, with a revenue recognition change and related-party transactions that deserve close reading. The auditor has given unqualified opinions, but the gap between earnings and cash is wide enough that the reader should understand exactly where the money is going.
Key findings
- Revenue recognition shifted to over-time while receivables more than doubled, with zero loss allowance
Major- Trade receivables rose to ₹338.87 crore as at 31 Mar 2026 from ₹130.95 crore a year earlier, with ECL allowance of ₹Nil in both years. The FY2025-26 policy recognises revenue on under-construction units over time once stage of completion reaches 25%, whereas the prior policy recognised revenue at physical handover. The entire ₹130.95 crore balance as at 31-Mar-2025 was due from Companion Vinimay Trading Private Limited, a related party. - Shareholder approvals sought for promoter-linked loans and transactions while the company's own turnover was nil
Major- In the March 2025 postal ballot, Yogi sought approval to subscribe to ₹50 crore of Optionally Convertible Debentures of Farewell Real Estates Private Limited (FERPL) at a 0.01% coupon, and to acquire a 60% stake in FERPL at ₹12.50 per share against a registered valuer's price of ₹9.91 per share. Both promoter-directors held directorships in FERPL at the time. The company's standalone turnover in FY24 was nil in the same notice. - Promoter and director assets secure company debt, with ₹500 crore borrowing and pledge authorisations
Major- A Loan Against Property is secured by flats held in the name of Manan Trading Company Private Limited, and another by flats held in the name of company directors. All non-current borrowings are further secured by personal guarantees of directors. The FY2024-25 AGM sought special resolutions for borrowing and asset-pledging capacity of up to ₹500 crore each. - Promoter control installed via a 2022 board sweep, with remuneration doubled despite near-zero profit
Major- On 7 February 2022, six directors, the CFO and the Company Secretary resigned effective 10 February, pursuant to a share purchase agreement dated 17 December 2021. In the same meeting, the two promoter-directors were appointed and the registered office shifted to Bandra Kurla Complex. Their remuneration was revised to ₹24,00,000 each per annum effective 01 April 2025, with both resolutions passing at 100% of valid votes at the 16 September 2025 AGM. - Recurring SEBI/BSE penalties, including a ₹41.83 lakh fine for a 2,431-day annual report delay
Major- BSE imposed a penalty of ₹41,83,000 for non-submission of the FY March 2016 annual report, a delay of 2,431 days, later reduced to ₹2,62,000 after representations, attributed to erstwhile management. The RBI cancelled Yogi's NBFC registration on 21 August 2018, with the cancellation upheld on appeal on 9 June 2019. Additional small fines for late filings were all attributed to erstwhile management. - Reported profits shaped by deferred-tax reversals and a shift to low-margin trading
Major- Net Profit Margin was reduced by reversal of MAT Credit and Deferred Tax Assets in both FY2023-24 and FY2022-23. Trading revenue grew from ₹111 crore in FY25 to ₹421 crore in FY26 with a PBIT margin of 1.01% in FY25, while real estate revenue grew from ₹1.82 crore to ₹21.96 crore with margin declining from 48.56% to 16.12%.
What to watch
- BSE fine waiver. Status of the ₹1,82,000 fine waiver application and any refund from BSE is disclosed in the FY2024-25 Annual Report.
Bottom line: This is an audited record with a clean opinion, but the gap between reported profit and operating cash flow is the single most important fact to hold onto, as it persists across three years and is not explained by the company's disclosures. The related-party transactions, the revenue recognition change, and the promoter-linked collateral structure all sit on the same side of the ledger. Read the FY2025-26 annual report's related-party tables at pages 216-217, which are available now, and watch the warrant conversions and the AGM agenda.