Rama Petrochemicals’ record is defined by six consecutive years of losses, a pattern of related-party proposals that dwarf its own turnover, and contradictory disclosures that deny material RPTs while seeking shareholder approval for transactions with promoter-interested entities. The company’s immovable properties remain mortgaged for a demerged division’s legacy debt, and promoter shareholding has risen to 68.28% through a preferential warrant issue.
Key findings
- Related-party proposals run at multiples of turnover, while disclosures deny material RPTs
Major- For FY2026-27 the company proposed related-party loans and advances of ₹6.00 crore, or 1,021% of its annual consolidated turnover, and purchases at 680% of turnover. The FY2025-26 annual report simultaneously states “no material RPTs” and that Form AOC-2 is not applicable, while seeking shareholder approval for FY2026-27 RPTs with an aggregate limit of ₹31 crore. The corporate governance report also states there were “no transactions with Promoters/Promoter Group holding >10% shareholding during the year,” yet the same annual report seeks approval for transactions with four promoter-interested entities. - Promoter control consolidated to 68.28% while the MD’s pay rose 80% through six years of losses
Major- Promoter shareholding rose to 68.28% in FY2026, driven by the allotment of 49,50,950 warrants to promoter group entities on 21 March 2025 at ₹10 each. The special resolution to issue those warrants on 18 February 2025 passed with 99.993% of votes in favour, with public non-institutional shareholders casting only 45,919 votes, a turnout of 0.94% of that class. Managing Director Haresh D. Ramsinghani’s remuneration increased from ₹36.00 lakh in FY2021 to ₹64.87 lakh in FY2026, while the company reported losses in every one of those six years. - Immovable properties remain mortgaged for a demerged division’s debt assigned to an unnamed body corporate
Major- Immovable properties of Rama Petrochemicals are mortgaged in favour of a body corporate to whom term loans sanctioned to the demerged Denim division were assigned by Asset Care and Reconstruction Enterprise Ltd via a Deed of Assignment dated 28 January 2022. The company paid ₹18,500 thousand to Edelweiss Asset Reconstruction Company Ltd for release of its claim on collateral securities, but the collateral continues in favour of the body corporate to whom ACRE assigned the loans. Office premises of the subsidiary company are also mortgaged with a bank for loans taken by a related party. - The group operates through shifting, loss-making offshore subsidiaries with minimal activity
Minor- The group held a wholly owned Singapore subsidiary, Rama Petrochemicals (Singapore) Pte. Ltd., which in FY23 had negative net worth, nil turnover, and a loss of INR 1,00,000. The sole domestic subsidiary, Rama Capital and Fiscal Services Private Limited, became a material subsidiary only as of 31 March 2026, after the board had proposed selling it in FY23. - A disputed MSME claim and an unresolved collateral payment sit as contingent liabilities
Minor- One MSME party has claimed ₹1,434 thousand towards supply, unchanged from FY2022-23 through FY2025-26; the company disputes the liability, the Micro and Small Enterprises Facilitation Council ordered recovery, and the Hon’ble High Court - Mumbai has granted a stay. The ₹18,500 thousand payment to EARC did not fully release the collateral, and the amount is carried as ‘Other Financial Assets’ under Current Assets at a carrying amount of ₹18,546 thousand (net of provisions) as of March 31, 2026. - Revenue collapsed to ₹0.59 crore while receivable days spiked to 87
Minor- Revenue from operations fell from ₹0.90 crore in FY23 to ₹0.09 crore in FY25, then rose to ₹0.59 crore in FY26. Receivable days increased from 42 in FY23 to 87 in FY26. The company is engaged only in trading activities and reports a single segment under Ind AS 108.
What to watch
- 40th AGM on 6 August 2026. Shareholders vote on proposed RPTs for FY2026-27 with an aggregate limit of ₹31 crore.
- Warrant conversion deadline. The remaining 20,99,750 unexercised warrants from the 21 March 2025 preferential issue must be converted or lapse by September 2026.
- Resolution of the ₹18,500 thousand asset. Management has stated since at least FY2022-23 that it intends to adjust the amount upon release of collateral securities by all security holders.
- Going-concern qualification. Cash losses of ₹74,946 thousand in FY2025-26 may trigger a going-concern qualification in the FY2026-27 audit report.
- Offshore subsidiary status. Rama Petrochemicals (Singapore) Pte. Ltd. and Rama Petrochemicals FZE are absent from the FY24-FY26 subsidiary disclosures; their liquidation or striking-off remains unconfirmed.
Bottom line: This is a disclosed but deeply conflicted record. The company simultaneously tells shareholders it has no material RPTs and asks them to approve RPT limits at multiples of turnover. The cash losses are real and growing, the collateral overhang from a demerged division persists, and promoter control has tightened through a warrant issue that drew negligible public participation. Watch the AGM vote, the warrant conversion, and whether the cash losses force the auditor’s hand on going concern.