The Ravalgaon Sugar Farm Ltd

AGM notice and compliance

• AGM 91st to be held on Sept 16, 2026 at 2:00 PM IST via VC/OAVM.
• Annual Report 2025-26 will be accessible via a web link for shareholders without registered emails.
• Web link for the Annual Report is https://www.trsfl.in/annual-results.html.
• KYC updates are requested per SEBI circular, including PAN, address, mobile, bank details, and nomination.
• Physical-securities holders must update contact details to receive payments electronically.
• Queries should be directed to Purva Sharegistry; investor relations contact provided.

Financial performance

• Revenue from operations NIL in FY2025-26; 115.81 in FY2024-25.
• Total income Rs 61.13 Lakhs in FY2025-26, vs Rs 241.32 Lakhs prior year.
• Total expenses Rs 308.74 Lakhs in FY2025-26.
• Profit before tax (PBT) Rs (247.61) Lakhs in FY2025-26.
• Profit after tax Rs (486.54) Lakhs; total comprehensive income Rs (491.21) Lakhs.
• Net worth Rs 1,017.87 Lakhs as at 31 Mar 2026.
• Earnings per share (basic & diluted) Rs (143.10).
• Dividend for FY2025-26: Not declared.

Operations & business status

• Confectionery IP sold to Reliance Consumer Products Limited in March 2024.
• Manufacturing operations suspended since FY2013-14; no operating segments.
• Strategic review ongoing to redeploy assets; exploring alternative uses.
• Residual asset disposals and asset-management activities only.

Capital structure & liquidity

• Issued share capital Rs 34.00 Lakhs; authorized Rs 6.00 Crores.
• Borrowings current Rs 252.00 Lakhs (Inter-corporate deposits).
• Net worth Rs 1,017.87 Lakhs; total assets Rs 1,453.36 Lakhs.
• Cash and cash equivalents Rs 19.63 Lakhs.
• Major shareholding: Lanica Financial Services 41.71%; Carina Finvest 7.38%.

Governance & management

• Board comprises 2 executives and 4 independent directors.
• Executive Director Nihal Doshi proposed for 3-year reappointment (Jan 2027–Dec 2029) with remuneration Rs 2.50 Lakhs per month (~Rs 30 Lakhs/year).
• Independent directors Rajiv Jain and Subodh Mawalankar proposed for second terms to 2031 and 2032.
• Non-Executive Directors receive sitting fees only; no other remuneration.

Audits & internal controls

• Statutory Auditor: Patkar & Pendse; Internal Auditor: Sandesh Kadam & Associates.
• Secretarial Auditor: S. R. Padhye & Co.; Secretarial Audit Annexure included.
• Auditors’ report: no qualifications; going concern assumption maintained.

Contingent liabilities & litigation

• Total contingent liabilities Rs 546.66 Lakhs.
• Notable items: PF on contract labour (Rs 140.00 L); Gram Panchayat cess (Rs 252.43 L).
• Water usage charges dispute; gratuity dispute with Labour Court; contingent exposure under review.

Outlook & risks

• No revenue from confectionery since IP sale; activity expected to be nominal until strategy defined.
• Board evaluating asset redeployment; potential capital expenditure for new direction.
• Risks include regulatory changes, inflation, and execution risks of new ventures.

Statutory & compliance

• Secretarial standards SS-1 and SS-2 followed; AGM through VC/OAVM per MCA circulars.
• CSR not applicable; no CSR expenditure for year.
• Disclosure of related party transactions; all in ordinary course and arm’s length.

AGM Details

• Date and time: 16 September 2026, 2:00 PM IST; Mode: VC/OAVM.
• Voting window: remote e-voting Sep 12–15, 2026.
• E-voting cut-off: Sep 9, 2026.
• No proxy facility due to VC/OAVM.
• Corporate office deemed AGM venue.

Resolutions

• Ordinary: Adopt Audited Financial Statements for the year ended March 31, 2026.
• Ordinary: Re-appoint Nihal Doshi by rotation as Director.
• Special: Re-appoint Nihal Doshi as Executive Director for 3-year term.
• Special: Re-appoint Rajiv Jain as Independent Director for second term (2026–2031).
• Special: Re-appoint Subodh Mawalankar as Independent Director for second term (2027–2032).

Remuneration (Item 3)

• Executive Director remuneration: Rs 2.50 lakh per month.
• Total remuneration includes housing, medical, travel; Schedule V ceiling applies.
• Term: January 1, 2027 to December 31, 2029.

Director Changes

• Nihal Doshi to be re-appointed by rotation as Director.
• Rajiv Jain re-appointed as Independent Director for second term (2026–2031).
• Subodh Mawalankar re-appointed as Independent Director for second term (2027–2032).

AGM notice and voting details

• AGM 91st scheduled Sept 16, 2026 at 2:00 PM IST via VC/OAVM.
• Notice of AGM and Annual Report for FY2025-26 sent by email to members.
• Annual Report available on the company website and BSE.
• Notice sent to members with registered email as on Aug 14, 2026.
• Voting by remote e-voting; User IDs/passwords available on request.
• Cut-off date for voting eligibility: Sept 9, 2026.
• Signatory: Company Secretary & Compliance Officer; Date: Aug 21, 2026.
• Notice issued in compliance with MCA and SEBI circulars.

Financial results

• Unaudited quarterly results for quarter ended 30 June 2026 approved; Limited Review Report received.

Director appointments

• Re-appointment of Nihal Doshi as Executive Director for 3 years, subject to shareholder approval.
• Re-appointment of Rajiv Jain as Independent Director for second term, subject to shareholder approval.
• Re-appointment of Subodh Mawalankar as Independent Director for second term, subject to shareholder approval.

Regulatory and legal disclosures

• Gratuity dispute with 21 former seasonal workers; Rs 63.14 lakhs deposited; no provision recognised.
• Water charges dispute; Rs 27.59 lakhs liability recognised; further demands contested; partial relief granted.
• Property tax dispute; Rs 727.93 lakhs demand; Rs 269.87 lakhs deposited; interim stay in place.
• Electricity duty exemptions: Supreme Court decision; no current liability communicated.
• Emphasis of matter: auditor highlights gratuity, water charges, tax, and electricity-duty contingencies; management says provisions adequate.

Key confirmations

• Dematerialisation requests in the June 2026 quarter were processed and confirmed to depositories.
• Securities dematerialised have been listed on the stock exchanges where the existing securities are listed.
• Physical certificates received for dematerialisation were mutilated, cancelled, and depository name substituted within prescribed timelines.