Rama Petrochemicals Ltd

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.

Dematerialisation processing

• Dematerialisation requests received were confirmed to the depositories, and the resulting securities were listed on the exchanges.
• Certificates received for dematerialisation were mutilated and cancelled after due verification.
• Depository's name was substituted as registered owner within prescribed timelines.