Raama Finance Limited (the **"Company"**) is an Indian **Non-Banking Financial Company (NBFC)** currently undergoing a high-stakes strategic transformation. Registered with the **Reserve Bank of India (RBI)** since **March 12, 1998** (Registration No. **01.00109**), the company is classified as a **Loan Company** within the **Base Layer** of the RBI’s **Scale Based Regulatory (SBR) Framework**. The company is transitioning from a legacy leasing entity into a modernized, digital-first financial services provider under new ownership and leadership. --- ### **Corporate Identity and Strategic Rebranding** Following a change in management control, the company has overhauled its corporate identity to reflect its future-facing objectives: * **Name Change:** Effective **March 13, 2026**, the company transitioned from **Ramchandra Leasing & Finance Limited** to **Raama Finance Limited**. * **Operational Relocation:** To align with its new leadership, the company received **RBI** approval in **November 2025** to shift its Registered Office from **Gujarat** to the **National Capital Territory of Delhi**, with a new Corporate Office established in **Noida, Uttar Pradesh** (effective **Nov 28, 2025**). * **Listing Status:** The company is listed on the **BSE** (Scrip: **538540**; Symbol: **RLFL**) and is currently classified under the **XT Category** (frequently traded). --- ### **New Leadership and Ownership Transition** The company is currently executing a management takeover triggered by a Share Purchase Agreement (SPA) dated **November 29, 2024**. * **New Promoters:** Control has been transferred to **Mr. Akhil Mittal** and **Ms. Pratika Sharma**. * **Executive Leadership:** **Mr. Rajesh Singh Kaira** was appointed as **Managing Director** effective **October 27, 2025**. * **Open Offer Details:** The transition triggered a mandatory **Open Offer** for **26%** of the voting capital. Following **SEBI** intervention, the offer price was set at **₹2.36 per share** (including a **10% per annum interest** penalty for payment delays). --- ### **Core Business Operations and Market Focus** Raama Finance operates through a **single reportable segment: Financial Services**. Its business model is **Non-Deposit taking and Non-Systemically Important**. **Primary Activities:** * **Lending Operations:** Granting **personal loans** and **business loans** to individuals and corporate entities. * **Market Activities:** Active trading in **shares, securities, and derivatives**. * **Asset Management:** Maintaining a portfolio of **Property, Plant & Equipment** (immovable properties); notably, the company holds no intangible assets or physical inventory. * **Strategic Minority Stakes:** In **September 2025**, the company acquired **7,15,000** equity shares of **Gamma Rotors Limited**, signaling a diversification strategy into emerging sectors. **Target Segments:** The company is pivoting toward **digital solutions** for lending and collections, specifically targeting the **MSME** and **retail segments**. Future growth is aimed at **Tier-II** and **Tier-III** cities, with a focus on **Green Finance**, **EV loans**, and infrastructure equipment financing. --- ### **Capital Structure and Fundraising Roadmap** To support its aggressive expansion, the company has significantly increased its financial capacity through equity and warrant issuances. | Capital Metric | Value / Status | |:---|:---| | **Authorized Share Capital** | Increased from **₹5.50 Crore** to **₹20.00 Crore** | | **Paid-up Equity Capital** | **₹5.11 Crore** (**5,11,62,000** shares at **₹1/-** par) | | **Preferential Allotment (2025)** | **3,00,00,000** shares issued at **₹2.26** | | **Convertible Warrants (2026)** | **11,40,00,000** warrants allotted at **₹4.80** | | **Total Potential Capital Raise** | **₹54.72 Crore** (upon full warrant conversion) | **Warrant Terms:** Allotted on **March 17, 2026**, these warrants carry a **1:1 conversion ratio** into equity shares within **18 months**. Investors paid **25% (₹1.20)** upfront, with the remaining **75% (₹3.60)** due upon conversion. --- ### **Financial Performance and Reserves** As of the period ending **March 31, 2025**, the company maintains a lean financial profile with a focus on regulatory capital adequacy. * **Net Profit (FY25):** **₹1.50 Lakhs**. * **Total Equity (including reserves):** **₹49.59 Lakhs** (up from **₹40.41 Lakhs** in FY24). * **Statutory Reserve:** **₹0.70 Lakhs** transferred in FY25 as per **Section 45IC of the RBI Act, 1934**. * **Retained Earnings:** **₹12.26 Lakhs**. * **Cash Flow:** The company has **not incurred any cash losses** in FY25 or FY24. * **Dividend Policy:** No dividends have been declared or paid for the reported periods. --- ### **Risk Profile and Governance Challenges** Investors should note several operational and regulatory headwinds that the new management is working to address: **1. Governance and Oversight Risks:** * **Auditor Attrition:** The company has faced multiple resignations. **H M Savla & Co.** (Internal Auditors) resigned in **April 2026**, and the previous Statutory Auditor resigned in **August 2025**, both citing "geographical constraints" between the registered office in **Gujarat** and operations in **Mumbai/Noida**. * **Compliance Lapses:** Historical failures include non-maintenance of a functional website (**Regulation 46**), delays in **Credit Information Company (CIC)** reporting, and irregular deposits of statutory dues (Income Tax, GST, PF). **2. Transactional and Market Risks:** * **Minimum Public Shareholding (MPS):** Post-Open Offer, public shareholding may drop below the mandatory **25%**, potentially requiring a sell-down that could create downward pressure on the stock price. * **Regulatory Approvals:** The management transfer remains subject to final **RBI** approval under **SBR** norms. **3. Sectoral and Operational Risks:** * **Credit Risk:** Focus on unsecured and MSME lending increases vulnerability to **Non-Performing Assets (NPAs)** and requires high **collection efficiency**. * **Competitive Pressure:** Rising competition from **Fintechs** and digital-first NBFCs may compress lending margins. * **Interest Rate Sensitivity:** As a market-funded NBFC, the company is sensitive to liquidity tightening and interest rate hikes. --- ### **Regulatory Compliance Framework** The company adheres to **Prudential Norms** regarding income recognition, asset classification, and provisioning for bad debts as per **RBI Directions, 2007**. It maintains strict adherence to **Minimum Net Owned Fund (NOF)** requirements and is currently enhancing its **KYC/AML** protocols to meet the more stringent demands of the **Base Layer SBR Framework**.