Rama Petrochemicals Ltd

Rama Petrochemicals Limited – Trading Window closed from October 01, 2026 till 48 hours after the declaration of Unaudited Financial Results for the Quarter and Half Year ended September 30, 2026.

Demise of Secretarial Auditor

• Name and designation: Ashok Patel, Practicing Company Secretary, Secretarial Auditor.
• Category: Secretarial Auditor.
• Date of demise: August 16, 2026.
• Impact on governance: Cessation as Secretarial Auditor.
• Association: Associated as Secretarial Auditor for past one year.

Director Re-appointment

• Type: Re-appointment of Nilanjana H. Ramsinghani as Non-Executive Director.
• Effective date: Approved at the 40th AGM held on 06 August 2026.
• Reason: Re-appointment on retirement by rotation.
• Profile: MBA; 41+ years in international trade and trading houses.
• Relationships: Not related to other directors; Haresh Ramsinghani is MD.
• Eligibility: Not debarred from holding office as Director.
• Impact: No changes to board/committee composition disclosed.

AGM Details

• Date and mode: 6 Aug 2026 via VC/OAVM; deemed venue: registered office; record date: 30-07-2026.

Key Resolutions

• Resolution 1: Adoption of audited standalone and consolidated financial statements; ordinary.
• Resolution 2: Re-appointment of Nilanjana H. Ramsinghani as director on rotation; ordinary.
• Resolution 3: Special: loan/guarantee/investments up to Rs 300 crore.
• Resolution 4: Ordinary: approve material related party transactions for FY2026-27.

Voting Results

• Resolution 1: Passed by requisite majority; near-unanimous support.
• Resolution 2: Passed by requisite majority; near-unanimous support.
• Resolution 3: Special: Passed by majority.
• Resolution 4: Ordinary: Passed; promoter group supported; public in-favour high.

Director Changes

• Nilanjana H. Ramsinghani re-appointed as director (DIN 01327609).

Material Related Party Transactions

• Approval of related party transactions for FY2026-27.

Other Material Approvals

• Includes loan/guarantee/investment cap up to Rs 300 crore.

Key quarterly results

• Standalone Q1 FY2026: net sales Rs 68.36 lakh; other income Rs 19.70 lakh; total revenue Rs 88.06 lakh.
• Quarter loss stands at Rs 153.13 lakh; negative earnings per share.
• EPS (basic) Rs (1.69); diluted Rs (1.01) for the quarter.
• Auditors issue qualified conclusion over Rs 185 lakh collateral asset treatment; retained earnings higher by Rs 185 lakh.
• Consolidated results include Rama Capital and Fiscal Services Pvt Ltd; limited review performed.

Financial results approved

• Unaudited standalone and consolidated results for quarter ended 30 June 2026 approved.
• Limited Review Reports issued by Khandelwal & Mehta LLP accompanying the results.

Auditor remarks and tax treatment

• Auditors qualified conclusion for Rs 185 lakh collateral securities-related accounting treatment.
• Rs 185 lakh impact on retained earnings noted by auditors.
• No deferred tax asset recognised due to anticipated no near-term profits.
• Previous quarter figures regrouped/rearranged to ensure comparability.

Board approvals and process

• Audit Committee reviewed the results; Board approved the statements.
• Results cover standalone and consolidated unaudited quarter ended 30 June 2026.

Meeting Details

• Meeting date set for August 7, 2026; time and venue not disclosed.

Key Agenda Items

• Consider and approve unaudited standalone and consolidated financial results for quarter ended June 30, 2026.

Other Notes

• Trading window closed from July 1, 2026 to 48 hours after conclusion of August 7, 2026 board meeting.

AGM details

• 40th AGM on 6 August 2026 at 3:00 PM IST via VC/OAVM.
• Venue deemed at registered office per notice.
• Remote e-voting window: 3–5 August 2026; cutoff date 30 July 2026.
• Notice and annual report available on company website.

Ordinary business resolutions

• Adopt standalone financial statements for the year ended 31 March 2026.
• Adopt consolidated financial statements for the year ended 31 March 2026.
• Re-appoint Nilanjana H. Ramsinghani as Director, retiring by rotation.

Special business resolutions

• Special resolution to grant loans, guarantees, investments up to ₹300 Crores.
• Ordinary resolution to approve Material Related Party Transactions for FY2026-27.

Related party transactions overview

• Aggregate RPT limit for FY2026-27: ₹31 Crores.
• Parties: Rama Phosphates Limited, Rama Industries Limited, Blue Lagoon Investments, Trishul Mercantile Private Limited.
• Rama Phosphates Limited: sale of goods ₹4 Cr; loans ₹11 Cr proposed.
• Rama Industries Limited: loans and advances ₹11 Cr proposed.
• Blue Lagoon Investments Private Limited: loans ₹6 Cr proposed.
• Trishul Mercantile Private Limited: purchases ₹4 Cr; loans ₹6 Cr proposed.
• Omnibus approval sought for the proposed RPTs.
• Related parties must abstain from voting on the RPTs.

Financial summary

• Standalone net loss after tax: ₹75.10 million.
• Consolidated net loss after tax: ₹73.00 million.
• Revenue from operations: Standalone ₹3.08m; Consolidated ₹5.88m.
• Total comprehensive loss: Standalone ₹74.76m; Consolidated ₹72.66m.
• EPS: Standalone −₹6.25; Consolidated −₹6.07.
• Dividend declared: none for FY2025-26.

Capital actions

• Promoter warrants issued: 49,50,950 at ₹2.50 each.
• Paid-up capital rose to ₹133.21 million due to conversions.
• Total equity shares after conversion: 13,320,600.
• First tranche conversion: 12,54,750 warrants on 26 Mar 2025.
• Second tranche conversion: 15,96,450 warrants on 23 Jan 2026.
• Listing approval obtained for 15,96,450 equity shares.
• Promoter group conversions increased paid-up equity from ₹117.24m to ₹133.21m.

Operations & trading focus

• Manufacturing suspended since 1999; company now trades chemicals.
• Trading activities dominate revenue; methanol production discontinued.
• Group remains focused on trading with no significant manufacturing assets.

Debt & liquidity

• Total borrowings ₹656.0 million; current ₹541.6m; non-current ₹111.6m.
• Net debt after cash ≈ ₹643.7 million; net debt/ equity ≈ −0.98x.
• Cash and cash equivalents ₹12.23 million.
• MSME payables ₹1.434 million; disputed.
• Liquidity managed via rolling cash forecasts and inter-company borrowings.

Governance & oversight

• Board comprises six directors: one executive, five non-executive; one woman director.
• Nilanjana H. Ramsinghani, woman director, reappointed.
• Audit Committee met four times; Chair: Brij Lal Khanna.
• Statutory auditors: Khandelwal & Mehta LLP; term to 2030.
• Secretarial auditor: Ashok Patel & Associates; no qualifications.
• Whistleblower policy adopted; no complaints reported.

Subsidiaries & consolidation

• Material subsidiary Rama Capital & Fiscal Services Pvt Ltd; turnover ₹2.801m; PAT ₹1.587m.
• Consolidated statements include 100% subsidiary; no non-controlling interest.
• Form AOC-1 filed for subsidiary.

Related party transactions

• FY2026-27 RPT cap: ₹31 Crores.
• Parties: Rama Phosphates Ltd; Rama Industries Ltd; Blue Lagoon Investments Pvt Ltd; Trishul Mercantile Pvt Ltd.
• RPTs on arm's length basis; omnibus approvals.
• Promoter/Director related parties: Haresh Ramsinghani and Nilanjana Ramsinghani.
• RPTs include sale of goods and loans; disclosures in Explanatory Statement.

Audit flags & compliance

• Basis for qualified opinion due to Note 10.1 on collateral release accounting.
• Going concern: trading-focused entity; no dividend since 1998.
• Corporate governance & secretarial compliance reports filed; no material penalties.
• Directors are compliant with independence requirements; no disqualifications reported.