Ramsons Projects is a company in transition: it voluntarily surrendered its NBFC licence in September 2025, revenue has dwindled to near-zero, and the balance sheet now turns on a handful of promoter-linked investments. The record is disclosed and no regulator has imposed a penalty, but three things deserve attention: a recurring pattern of loans and capital contributions to entities controlled by the promoter family, a seven-year failure to dematerialise promoter shares, and the appointment of a Managing Director without prior RBI approval.
Key findings
- Loans and investments flow repeatedly to promoter-controlled entities
Major- In FY2025-26, Ramsons Projects lent 4 crore to S A S Servizio Pvt. Ltd. and received back 4 crore from the same entity. The company also made a capital contribution of 5 crore in SAS Fininvest LLP during FY2025-26, taking its total stake to 7.11 crore as of 31 March 2026, and earned a profit share of 2.11 crore from that LLP. Shareholders authorised a blanket limit of Rs 10 crore for loans, guarantees, or securities to any body corporate on 28 September 2021, and the Board approved a land sale to related party Ramsons Organics Limited on 11 February 2026. - The company reports no subsidiaries but holds a ₹7.11 crore LLP stake and an equity investment written down to nil
Major- Ramsons Projects has reported no subsidiary, joint venture, or associate companies in every year from FY2019-20 through FY2025-26. Yet as of 31 March 2026, it held a capital contribution of ₹7.11 crore in SAS Fininvest LLP and its investment in equity shares of SAS Servizio Pvt. Ltd. was valued at nil because that entity had a negative net worth per its latest audited financial statement. The company's NBFC Certificate of Registration was cancelled by RBI effective 19 September 2025 following a voluntary surrender application. - Promoter shares remain partly physical for seven years, and a new MD was appointed without prior RBI approval
Major- The Secretarial Auditor has observed in every annual report from FY2019-20 through FY2025-26 that 100% of the Promoter Group's shareholding was not in demat form as required under SEBI regulations, with the company consistently responding that the process is underway. Mr. Yogesh Kumar Sachdeva was appointed as Managing Director effective 15 November 2024, but the company failed to obtain prior RBI approval, instead applying for post-facto approval on 28 February 2025. During FY2024-25, Mr. Sunil Sachdeva resigned as Managing Director, Mr. Harish Chhabra resigned as CFO, and Mr. Ayush Yadav resigned as Company Secretary, resulting in a complete turnover of all three KMP positions within a single fiscal year. - Revenue has collapsed to near-zero, though prior years show persistent collection difficulties
Minor- Total revenue fell from ₹1.27 crore in FY2010 to ₹0.28 crore in FY2011, with the company now generating revenue from financing and investment activities [SQL]. The company stated in both FY2019-20 and FY2021-22 that it was making its best efforts to realise amounts from customers by taking recourse to legal remedies where warranted. As of 31 March 2026, the company had no trade receivables or outstanding loans, and no cases were categorised under Stage 2 or Stage 3 for expected credit loss. - The NBFC licence was voluntarily surrendered after years of secretarial lapses, but no penalty has been imposed
Minor- RBI cancelled the company's Certificate of Registration as an NBFC on 17 September 2025, pursuant to a voluntary surrender application dated 9 July 2025. The Secretarial Auditor reported delayed filing of RBI returns in FY2021-22, FY2022-23, FY2023-24, and FY2024-25. The company's Corporate Governance report states that no penalty has been imposed by any regulator during the last three years, a statement repeated in each annual report from FY2019-20 through FY2025-26. - NBFC deregistration eliminated statutory-reserve transfers, and the tax rate is lowered by an LLP profit-share exemption
Minor- Ramsons Projects ceased to be an NBFC on 19 September 2025; no Statutory Reserve under Section 45-IC of the RBI Act was created for FY2025-26, whereas the company transferred ₹54.25 lakh to that reserve in FY2024-25 and ₹65.47 lakh in FY2023-24. The lower effective tax rate for FY2025-26 is primarily attributable to LLP profit-share of ₹2.11 crore exempt under Section 10(2A) of the Income Tax Act and to Long Term Capital Gains taxable at a special rate of 12.50%. - The statutory auditor has been retained since FY2018; the internal auditor resigned mid-year in FY2026
Minor- M/s. NVM & Company was appointed as statutory auditor for five years from 25 September 2017 and re-appointed at the 28th AGM on 22 July 2022 for a second five-year term covering FY2023 to FY2027. Total fees paid on a consolidated basis to the statutory auditor and all network-firm entities were ₹82,600 in FY2020, ₹1,26,850 in FY2021, ₹1,26,850 in FY2022, ₹1,33,925 in FY2023, ₹1,07,500 in FY2024, and ₹1,25,000 in FY2025. Internal Auditor Mr. Aman Bajaj resigned effective 15 October 2025, and the Board appointed Mr. Piyush Rampuria as Internal Auditor on the same date. - A single income-tax demand of ₹8.77 lakh from A.Y. 2012-13 remains unresolved
Minor- An income tax demand of ₹8.77 lakh for Assessment Year 2012-13 has been pending with the Commissioner of Income Tax (Appeals) in FY2019-20, FY2020-21, FY2022-23, FY2024-25, and FY2025-26, with no provision made in any of those years. As of 31 March 2026, management believes the demand is likely to be resolved in the company's favour and has made no provision.
What to watch
- RBI approval for Managing Director. Post-facto approval for the appointment of Mr. Yogesh Kumar Sachdeva as Managing Director was applied for on 28 February 2025.
- Promoter share dematerialisation. Completion of dematerialisation of the entire Promoter Group shareholding remained pending as of the FY2025-26 Secretarial Audit Report.
- MD re-appointment at the ensuing AGM. Mr. Yogesh Kumar Sachdeva retires by rotation and seeks re-appointment at the AGM following the FY2025-26 reporting period.
- Income-tax demand resolution. The disputed income tax demand of ₹8.77 lakh for A.Y. 2012-13 remained pending with the Commissioner of Income Tax (Appeals) as of 31 March 2026.
- Shareholder loan authorisation. The Rs 10 crore shareholder authorisation for loans, guarantees, or securities approved on 28 September 2021 remains available for utilisation.
- Consolidation of promoter-linked entities. Whether SAS Fininvest LLP or SAS Servizio Pvt. Ltd. are consolidated in any future reporting period, given the company's stated position as of FY2024-25 that no consolidation is required.
- Statutory auditor term expiry. The current five-year term of NVM & Company expires at the conclusion of the 33rd AGM, covering FY2027.
Bottom line: This is a disclosed record with no regulatory penalties and a voluntarily surrendered NBFC licence. The risk sits in the recurring flow of loans and capital into promoter-controlled entities, SAS Servizio and SAS Fininvest, which sit outside the consolidation perimeter while absorbing the bulk of the company's capital. Read the ₹7.11 crore LLP stake and the nil-valued equity investment with that structure in mind, and watch whether the pending RBI approval for the Managing Director and the seven-year-old dematerialisation gap are resolved.